Dear Members,
 
 Network18 Media & Investments Limited
 
 The Directors present the 16th Annual Report together with Audited
 Statement of Accounts for the year ended March 31, 2011.
 
 Financial Results
 
 The key financial figures on standalone basis of your Company for the
 year ended March 31, 2011 are as follows:
 
                                                Amount in Rs.
 
 Particulars                        Year ended          Year ended
                                      March 31,           March 31, 
                                          2011                2010
 
 Profit/(Loss) Before Interest
 
 and Depreciation                   111,137,637          75,982,394
 
 Interest and Finance Charges       816,493,300         524,941,726
 
 Depreciation                         5,135,605           5,097,677
 
 Net Operating Profit
 
 Before Tax                       (710,491,268)        (454,057,009)
 
 Provision For Taxes/
 
 deferred Taxes                    (12,460,000)             75,000
 
 Net profit/ (loss) After Tax     (698,031,268)       (454,132,009)
   
 Results of operations
 
 During the year under review, the Company recorded a turnover of Rs.
 6721.85 lakhs (Pr. Yr. 5617.47 lakhs) and recorded EBDIT of Rs. 1111.37
 lakhs (Pr. Yr. 759.82 lakhs).
 
 Audited Consolidated Financial Statements for the year ended March 31,
 2011 also form a part of this Annual Report.
 
 Dividend
 
 In view of the loss for the financial year 2010-11, the Board of
 Directors of your Company is constrained to recommend any dividend for
 the year under review.
 
 Transfer to Reserves
 
 The Company has not made any transfer to the reserves during the
 financial year 2010-11.
 
 Deposits
 
 Your Directors wish to inform you that the Fixed Deposits Scheme under
 Section 58A of the Companies Act, 1956 launched by your Company is
 performing incredibly well.  Your Company had a total of Rs. 15,912
 lakhs under the Fixed Deposit Scheme as on March 31, 2011.
 
 There was no failure by the Company in repayment of interest due on
 Fixed Deposits. Your Company has sent reminders to 1,122 Deposit
 Holders, who have not claimed repayment of their fixed deposits, which
 became due as on March 31, 2011, amounting to Rs. 7.06 Crs.
 
 Financial Restructuring: Merger, Demerger & Scheme of Arrangement:
 
 Scheme 1:
 
 The Hon''ble High Court of Delhi vide its order dated April 26, 2011
 approved the Scheme of Arrangement (hereinafter referred to as
 Scheme) under section 391 to 394 of the Companies Act, 1956 between
 your Company and Television Eighteen India Limited (TV18), , ibn18
 Broadcast Limited (ibn18), other Network18 group companies and their
 respective shareholders and creditors.
 
 The Scheme is inter-alia aimed to result in synergy of business,
 achievement of economies of scale and management efficiency, reduction
 in administrative cost, optimization of resources, improvement in
 profitability and stronger Balance Sheet of the merged entity, etc.
 Pursuant to the Scheme the group has been restructured in the following
 manner:
 
 i. Demerger of ''News Business Undertaking'' of Television Eighteen India
 Limited into ibn18.
 
 ii. Demerger of ''Web Undertaking'' of Web18 Software Services Limited
 into the Company.
 
 iii. Merger of Demerged TV18, Television Eighteen
 Commoditiescontrol.com Ltd., Care Websites Private Limited, RVT
 Investments Private Limited and Network18 India Holdings Private
 Limited into the Company.
 
 iv. Merger of iNews.com Limited and IBN18 Media into ibn18.
 
 The Appointed date for the proposed restructuring is April 1, 2010 and
 the Scheme shall be effective as and when the certified copies of the
 High Court Orders are filed with the Registrar of Companies.  Upon
 coming into effect of the Scheme and in accordance with the Scheme,
 your Company will allot 13 equity shares (of face value of Rs 5 per
 share) of the Company for every 100 equity shares (of face value of Rs
 5 per share) held in TV18.
 
 Scheme 2:
 
 The Board of Directors of the Company, on July 7, 2010 announced and
 approved another Scheme of Arrangement (''the Scheme'') between your
 Company and Infomedia18 Limited (Infomedia18) and their respective
 shareholders and creditors. As per the Scheme, the Business Directories
 business, the New Media business and the Publishing business of
 Infomedia18 shall be demerged into the Company while the Printing Press
 business will continue to remain with Infomedia18. The Scheme has been
 approved by the shareholders and creditors (secured and unsecured) of
 the Company at their meetings held on February 23, 2011, convened
 pursuant to the directions of the Hon''ble High Court of Delhi. The
 Scheme is subject to further approval of the Hon''ble High Court of
 Delhi and the same is awaited. The Appointed date for the proposed
 restructuring is April 1, 2010.
 
 Once the Scheme becomes effective, the Company shall issue and allot
 equity shares in the ratio of 14:100 i.e. 14 fully paid-up equity
 shares of Rs 5 each of the Company to be issued for every 100 fully
 paid equity shares of Rs 10 each of Infomedia18. Shareholders of
 Infomedia18 shall continue to hold original 100 shares representing the
 Print Press Business, left after demerger of Publishing and other
 business as above said.
 
 Change in Capital Structure
 
 The Company''s shares are listed on the National Stock Exchange (NSE)
 and Bombay Stock Exchange (BSE) and are actively traded.
 
 During the year under review, the paid up equity share capital has
 increased from Rs. 5,717.04 lakhs to 59,44.78 lakhs. The details of the
 same is mentioned hereunder-
 
 Particulars                        No. of Shares issued
 
 Shares allotted pursuant to
 ESOP Schemes                              35,54,824
 
 Shares allotted pursuant to
 conversion of SOFCDs                      10,00,000
 
 Management Discussion and Analysis Report
 
 In terms of requirement of Clause 49 of the Listing Agreement with the
 Stock Exchange(s) Management Discussion and Analysis Report, disclosing
 the operations of the Company, in detail, is separately provided as a
 part of Directors'' Report.
 
 Employee Stock Option Plan
 
 Human Resource is vital and most valuable assets. The Company created a
 favorable work environment that encourages innovation and meritocracy
 and had tried to
 
 adopt the best HR practices. Your Company believes in the policy of
 enabling employees to participate in the ownership of the Company and
 share in its wealth creation, who are responsible for the management,
 growth and financial success of the Company.
 
 Your Company currently has nine stock option schemes in force namely
 ESOP 2002, ESOP 2004, Senior ESOP 2004, ESOP 2005, Long Term Retention
 ESOP 2005, Stock Awards Plan 2005, ESOP C 2007, ESOP 2007 and ESPP
 2008.
 
 The details and particulars of options issued under the Employee Stock
 Option Plans as required by SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999 are appended as
 ''Annexure -I'' and form part of this report.
 
 Corporate Governance
 
 Corporate Governance is about commitment to values and about ethical
 business conduct. It stems from the culture and mindset of a
 management; hence, measures of Corporate Governance should be more by
 self- discipline than by legislation and regulation.
 
 Your Company strives for excellence with the objective of enhancing
 shareholders'' value and protecting the interest of shareholders. At
 Network18, we ensure the practice of the Principles of Good Corporate
 Governance.  Decisions are based on a set of principles influenced by
 the values, context and culture of the organization. All functions of
 the Company are discharged in a professionally sound, competent and
 transparent manner.
 
 The detailed Corporate Governance Report of the Company in pursuance of
 Clause 49 of the Listing Agreement forms part of the Annual Report.
 
 Directors
 
 Mr. Manoj Mohanka, Director of the Company retires by rotation at the
 ensuing Annual General Meeting and being eligible, offers himself for
 reappointed as the Director of the Company.
 
 Mr. Ravi Chandra Adusumalli was appointed as a Director of the Company,
 not liable to retire by rotation, by the shareholders of the Company in
 the last Annual General Meeting held on August 27, 2010. Thereafter,
 The Board of Directors appointed Mr. Sanjay Ray Chaudhuri as an
 alternate director to Mr. Ravi Chandra Adusumalli w.e.f.  August 27,
 2010.
 
 Brief resume of aforesaid Director proposed to be appointed, the nature
 of his expertise in specific functional areas and name of Companies in
 which he hold directorships and chairmanship/ memberships of
 
 Board Committees as stipulated under Clause 49 of the Listing Agreement
 with the Stock Exchanges in India are provided in the ''Report on
 Corporate Governance'' forming part of this Report.
 
 Subsidiaries
 
 A statement of your Company''s interest in its Subsidiary Companies is
 attached as Annexure – II to the Directors'' Report in terms of the
 provisions of Section 212 of the Companies Act, 1956.
 
 Ministry of Corporate Affairs, Government of India vide their circular
 no. 51/12/2007-CL-III dated February 8, 2011 has granted general
 exemption under section 212(8) of the Companies Act, 1956 from
 attaching the Directors'' Report, Balance Sheet, Profit & Loss Account
 and the Report of Auditors of the Subsidiary Companies with the Balance
 Sheet of the Company. The annual accounts of these subsidiary companies
 and the related detailed information will be made available to the
 shareholders seeking such information at any point of time. The annual
 accounts of the subsidiary companies shall also be kept for inspection
 by any investor at its registered office and that of the concerned
 subsidiary companies. The Company shall also furnish a hard copy of
 details of accounts of subsidiaries to any shareholder on demand.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provision of Section 217 (2AA) of the Companies Act,
 1956 as amended, your Directors confirm:
 
 i) that in the preparation of the annual accounts for the financial
 year ended March 31, 2011, the applicable Accounting Standards have
 been followed;
 
 ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of
 profit or loss of the Company for the year under review;
 
 iii) that the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting irregularities;
 
 iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2011 on a ''going concern'' basis.
 
 Auditors & Auditors'' Report
 
 The term of M/s. G. S. Ahuja & Associates, Chartered Accountants, New
 Delhi, as Statutory Auditors of the Company, expires at the conclusion
 of the forthcoming Annual General Meeting of the Company. M/s. G. S.
 Ahuja & Associates have expressed their unwillingness for reappointment
 as Statutory Auditors. The Board hereby record appreciation for the
 services rendered by them during their tenure. Further the Company has
 received a special notice proposing appointment of M/s Walker Chandiok
 & Co, Chartered Accountants, New Delhi. The Audit Committee has
 recommended their appointment as such. It is proposed to appoint M/s
 Walker Chandiok & Co, Chartered Accountants, New Delhi as Statutory
 Auditors of the Company at the ensuing Annual General Meeting.
 
 The Board recommends the appointment M/s Walker Chandiok & Co,
 Chartered Accountants, New Delhi who have given their consent and a
 certificate to the effect that their appointment, if made, will be
 within the limits specified under Section 224 (1B) of the Companies
 Act, 1956.
 
 Explanation to Auditor''s Comment:
 
 Auditors report for the year is self explanatory and require no further
 comments or clarification, except the following for which managements
 response is also given:
 
 a) Remuneration paid to the Managing Director, being in excess of the
 limits prescribed in Schedule XIII of the Companies Act, 1956.
 
 b) Non provision for other than temporary diminution in the value of
 long-term investments/advances.
 
 c) Grant in the earlier year of an interest free share application
 money of Rs.127.60 crore to a wholly owned subsidiary.
 
 Managements Response:
 
 a) the Central Government has partially approved the Company''s
 application for approval of the remuneration paid and the Company has
 filed a representation for reconsideration of the matter and approval
 is awaited.
 
 b) No provision is necessary keeping in view the long term involvement
 of the Company with the investee companies.
 
 c) The amount was paid to a wholly owned subsidiary towards share
 application money.
 
 Particulars of Employees
 
 In terms of the Provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the name and other particulars of the employees are required
 to be set out in the Annexure to the Directors Report. However, as per
 the provisions of Section 219(1) (b) (iv) of the said Act, the Annual
 Report excluding the aforesaid information is being sent to all the
 Members of the Company and others entitled to receive the annual report
 of the Company. Members who are interested in obtaining such
 particulars may write to the Company at its Registered Office.
 
 ''Group'' As Defined Under Monopolies And Restrictive Trade Practices
 Act, 1969
 
 Pursuant to intimation received from Promoter(s) the names of
 Corporate(s) entities consisting the ''Group'' as defined under the
 Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of
 the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,
 1997 is disclosed in a separate section in the Annual Report as
 Annexure - III.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosures of Particulars in the report of the Board of
 Directors) Rules, 1988 the following information is provided:
 
 a) Conservation of Energy
 
 Your Company is not an energy intensive unit, however regular efforts
 are made to conserve the energy.
 
 b) Research and Development
 
 The Company continuously makes efforts towards research and
 developmental activities whereby it can improve the quality and
 productivity of its programmes.
 
 c) Foreign Exchange Earnings and Outgo
 
 The foreign exchange earnings and expenditure appear in Schedule
 No.13(b) of the ''Notes to the Accounts'' forming part of the Audited
 Annual Account.
 
 Acknowledgement
 
 Your Directors take this opportunity to place on record their deep
 appreciation for the continuous support extended by all the employees,
 Shareholders of the Company, various Government Departments and Bankers
 towards conducting the operation of the Company efficiently.
 
                                       For and on behalf of the Board
 
 Place : Noida                                               Chairman
 Date : May 30, 2011.