Television Eighteen

The Directors have pleasure in presenting you the 15th Annual Report
 together with the Audited Accounts of Television Eighteen India Limited
 (here in after referred to as Companyn or TV18 for the Financial Year
 ended March 31, 2008.
 
 FINANCIAL PERFORMANCE
 
 The key financial figures on consolidated basis of your Company for the
 year ended March 31, 2008 are as follows:
 
                                                          (Rs. in Crore)
 
 Particulars                            Financial Year   Financial Year
                                             ended            ended
                                         March 31,2008   March 31, 2007
 
 
 Profit before interest
 & depreciation                                115.88         75.20
 
 Interest*                                      55.66         24.43
 
 Depreciation                                   33.23         18.83
 
 Net operating profit before tax                26.99         31.94
 
 Provision for taxes / deferred tax             20.98         (0.34)
 
 Net Profit / (loss) after tax                   6.01         32.28
 
 The summarized financial figures on 
 standalone  basis for the year
 ended March 31, 2008 are as follows:
 
                                                        (Rs. in Crore)
 
 Particulars                           Financial Year    Financial Year
                                           ended             ended
                                       March 31, 2008    March 31, 2007
 
 Profit before interest
 & depreciation                             118.74            57.96
 
 Interest*                                   52.71            23.68
 
 Depreciation                                18.28            17.48
 
 Net operating profit before tax             47.75            16.80
 
 Provision for taxes/deferred tax            17.27            (0.71)
 
 Net Profit / (loss) after tax               30.48            17.51
 
 Interest expenses include Rs. 5.72 crores payable on account of
 acquisition of Infomedia India Limited.
 
 Year Under Review
 
 During the year under review, the Company achieved a turnover of Rs.
 397.69 crores (Previous Year Rs. 247.12 crores) and EBDIT of Rs.
 115.88 crores (Previous Year Rs. 75.20 crores) on a consolidated basis.
 The improvement in the Companys financial performance during the year
 under review as compared to the Previous Year is the result of
 continued growth in generating revenue.
 
 Your Company is a full-fledged Indian broadcaster with properties like
 CNBC-TV18 and CNBC-Awaaz alongwith two regular revenue streams
 commercial advertising and cable subscriptions. The operations of the
 Company are discussed in detail in Management Discussion and Analysis
 Report.
 
 The audited consolidated financial statements for the financial year
 ended March 31, 2008 form part of the Annual Report.
 
 DIVIDEND
 
 Your Directors have declared & paid two interim dividends of 25% and
 15% for the Financial Year 2007-2008 and the same shall be treated as
 the Final Dividend for the Financial Year 2007-2008.
 
 DEPOSITS
 
 Fixed Deposits Scheme in terms of Section 58A of the Companies Act,
 1956 launched by your Company is performing incredibly well since its
 inception. Your Company has received an aggregate sum of Rs 31.86
 Crores under the Fixed Deposit Scheme as on March 31, 2008.
 
 Your Company has sent reminders to 542 deposit holders, who have not
 claimed repayment of their fixed deposits which became due as on March
 31, 2008, amounting to Rs. 13,646,000/-.  There was no failure in
 repayment of Fixed Deposits on the maturity and the interest due
 thereon by the Company.
 
 TRANSFER TO RESERVES
 
 During the year under review your Company has transferred Rs.3.04
 crores to reserve.
 
 INCREASE IN PAID-UP SHARE CAPITAL OF THE COMPANY
 
 During the year under review the paid up share capital of the Company
 was increase due to following reasons: 5,72,00,318 Equity shares having
 nominal value of Rs. 5/- each were issued as BONUS SHARES on October
 23, 2007 in the ratio of 1:1 i.e. one equity share for every one equity
 share held by the members of the Company, as approved at the previous
 Annual General Meeting of the Company held on September 7, 2007. A
 total amount of Rs. 28,60,01,590/- was capitalized for this Bonus Issue
 of the Company. All the Bonus shares issued were admitted for trading
 by the respective Stock Exchange(s) on which the shares of the Company
 are listed.
 
 The Company has issued 50,00,000 Equity shares of face value Rs. 5/-
 each after conversion of 1,00,00,000 (after giving effect of bonus in
 the ratio of 1:1) Optionally Convertible Warrants issued on
 preferential basis on October 10, 2007, to an entity in the Promoter
 Group in accordance with SEBI (Disclosure and Investor Protection)
 Guidelines, 2000.
 
 Allotment of 1,65,668 Equity shares of face value of Rs. 5/- each were
 allotted during the year under review in pursuance with the stock
 options exercised.
 
 EMPLOYEE STOCK OPTION AND STOCK PURCHASE PLAN
 
 Your Company has always believed in rewarding its employees for their
 continuous hard work, dedication and support. To enable more and more
 employees to enjoy the fruit of growth which the Company has witnessed
 in the recent past and to attract fresh talent, your Company had
 implemented various ESOP Plans with the approval of members from time
 to time.
 
 Your Company was managing large number of ESOP Plans which were
 successfully implemented in the past, however in view to administer
 these Plans better, the Board took approval of the members of the
 Company vide Postal Ballot Notice dated October 31, 2007 to consolidate
 various existing ESOP Plans under ESOP 2007 and ESPP 2007. The new ESOP
 2007 and ESPP 2007 have been implemented to safeguard/protect the
 interests of the employees by consolidating the un-granted
 options/shares under various ESOP Plans of the Company. The
 cancellation of the un-granted options has not in any manner affected
 the options already granted by the Company to its eligible employees
 under old Schemes and such options shall remain in full force in
 accordance with the respective ESOP Plans.
 
 Accordingly, the employees of the Company are presently benefited from
 ESOP 2007 and ESPP 2007 besides the benefits drawn from the options
 granted but not vested under the old Schemes. ESOP 2007and ESPP 2007
 evolves benefit to the permanent employees and Directors of the Company
 and its Holding and Subsidiary Companies, and such other person /
 entities as may be prescribed by SEBI from time to time, and in
 accordance with the provisions of the prevailing regulations.
 
 The salient features of ESOP 2007 and ESPP 2007 are given below:
 
 Particulars
 
 Total number of options to be granted under the Scheme
 
 Classes of employees entitled to participate
 
 Vesting requirement and Vesting period
 
 Exercise Price or Pricing Formula
 
 Exercise Period
 
 Exercise process Appraisal process
 
 Maximum number of options to be issued per employee and in aggregate
 
 Method of Accounting/ Accounting policies and adherence to the
 Guidelines
 
 Method of valuation
 
 ESOP 2007
 
 Total number of options to be granted under this Scheme shall initially
 not exceed 2,542,438
 
 The Board may with the approval of the shareholders increase the
 maximum number of options under the Scheme at anytime.
 
 One option entitles the holder to apply for one Equity Share of the
 Company.
 
 Employees and Directors of the Company, its Holding and Subsidiary
 Companies.  Employees who are either promoter or belong to promoter
 group as defined in the Guidelines; or
 
 holding 10% of the outstanding share capital of the Companys Equity
 Share capital at anytime after the commencement of this Scheme.  will
 not be eligible for grant of options under this Scheme.
 
 There shall be a minimum period of one year between the grant of
 options and vesting of options.
 
 Options to vest over such a period, in such a manner and subject to
 such conditions as may be decided by the ESOP Compensation Committee
 provided the employee continues in service.
 
 Such vesting schedule may however be varied by the ESOP Compensation
 Committee for the benefit of the employees. Special provisions would
 apply in case of death, permanent incapacitation, misconduct,
 superannuation or resignation of employee.
 
 The Vesting shall happen in one or more tranches as may be decided by
 the ESOP Compensation Committee.
 
 The Exercise Price will be decided by the ESOP Compensation Committee,
 provided that the Exercise Price shall not be less than the par value
 of the Equity Shares of the Company and shall not be more than the
 price prescribed under Chapter XIII of SEBI (Disclosure and Investor
 Protection) Guidelines, 2000,
 
 Relevant Date being the date of grant.
 
 Exercise Period will commence from the vesting date and extend upto the
 expiry period of the options as may be decided by the ESOP Compensation
 Committee.
 
 The ESOP Compensation Committee will decide on the expiry period of the
 options for employees leaving the Company after the grant of options in
 their favor.
 
 Options will lapse if they are not exercised within the specified
 Exercise Period.
 
 a Employee to deliver an acceptance form, in such form as the ESOP
 Compensation Committee may prescribe, duly completed as required
 therein to the ESOP Compensation Committee, with a copy to the
 Trustees, on or before the closing date stated in the offer letter.
 
 Options would be distributed based on:
 
 Performance of the employee.
 
 Position and responsibilities of the employee.
 
 The nature of the employeeDs services to the Company or its Holding and
 Subsidiary Company.
 
 The period for which the employee has rendered his services to the
 Company or its Holding and Subsidiary Company.
 
 The employeeDs present and potential contribution to the success of the
 Company or its Holding and Subsidiary Company._
 
 Maximum options to be issued per employee shall depend upon the rank/
 designation of the employee as on the date of grant of options.
 
 The number of options issued per employee may be more than 1 % but less
 than 3% of the paid up share capital in a financial year._
 
 The Company and its Holding and Subsidiary Companies shall follow
 intrinsic method of accounting for valuing options in compliance with
 the accounting policies prescribed by SEBI under Clause 13.1 of the
 Guidelines and The Institute of Chartered Accountants of India.
 
 The Company shall use the fair value method for valuation of the
 options.
 
 ESPP 2007
 
 The maximum number of equity shares that may be issued under this Plan
 shall not exceed 5,32,984
 
 D The Board may with the approval of the shareholders increase the
 maximum number of shares under the Scheme at anytime.
 
 Such employees, including Directors of the Company and its subsidiary
 companies as may be determined eligible by the Board, from time to
 time, will be entitled to participate in the Scheme.
 
 A director who either by himself or through his relative or through any
 body corporate, directly or indirectly holds more than 10 percent of
 the outstanding Shares of the Company shall not be eligible to
 participate in the Plan.  Further, an Employee who is a Promoter or
 belongs to the promoter Group shall not be eligible to participate in
 the Plan.
 
 The Offer price per share shall be decided by the Compensation
 Committee provided that the offer price shall not be less than the par
 value of the Equity Shares of the Company and shall not be more than
 the price prescribed under Chapter XI11 of SEBI (Disclosure and
 Investor Protection) Guidelines, 2000.
 
 Shares would be distributed based on:
 
 Performance of the employee.
 
 Position and responsibilities of the employee.
 
 The nature of the employees services to the Company or its Holding and
 Subsidiary Company.
 
 The period for which the employee has rendered his services to the
 Company or its Holding and Subsidiary Company.  The employees present
 and potential contribution to the success of the Company or its Holding
 and Subsidiary Company.
 
 The Compensation Committee shall determine the number of shares to be
 issued to an employee.  
 
 Maximum shares per employee may exceed 1% but shall be less than 3% of
 the issued capital in a financial year.
 
 The Company shall comply with the disclosure and accounting policies
 specified in clause 19.2 of Guidelines and all other applicable
 Provisions in law, including those prescribed by SEBI and ICAI.
 
 Certificate(s) from the Statutory Auditor of the Company regarding
 implementation of the Employee Stock Option Plan(s) in aecordance with
 the SEBI Guidelines and the resolutions passed by the members of the
 Company, will be made available for inspection by the members at the
 ensuing Annual General Meeting of the Company.
 
 DIRECTORS
 
 We are saddened to inform you that Sh. P N Bahl, a senior member of the
 Board of the Company, passed away on May 15, 2008.  Mr. Manoj Mohanka,
 a Director of the Company, retires by rotation at the ensuing Annual
 General Meeting and being eligible, offers himself for re-appointment.
 The relevant details of the Director proposed to be re-appointed are
 provided in the Corporate Governance Report, a part of this Annual
 Report.
 
 Ms. Subhash Bahl is proposed to be appointed as a Director of the
 Company whose period of office shall be liable to retire by rotation.
 Ms.  Subhash Bahl.aged 72, is wife of Late Mr. Pran Nath Bahl, a
 Retired Indian Administrative Services (IAS) officer. Ms. Bahl has
 Completed BA and BT (Bachelor of Teachers Training) from Punjab
 University. She has started her career as a teacher with Cambridge
 School and thereafter she joined Navyug School, governed by NDMC as a
 Chairperson. She has also been effectively involved in various social
 services. She is also on the Board of Networkl 8 Media & Investments
 Limited.
 
 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 31,2008, 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 fraud and other
 irregularities;
 
 iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2008 on a going concern basis.
 
 MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
 
 In terms of the requirement of Clause 49 of the Listing Agreement with
 the Stock Exchange(s), Managements Discussion and Analysis Report
 disclosing the operations of the Company in detail is annexed as a part
 of this Report.
 
 PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956 /
 SUBSIDIARIES
 
 A statement of holding Companys interest in the Subsidiary Companies is
 attached as Annexure 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 order no. 47/ 460/2008-CL-lll dated
 June 23, 2008 has granted 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. Financial information
 of the Subsidiary Companies, as required under the said order, is
 disclosed in this Annual Report.
 
 AUDITORS & AUDITORS REPORT
 
 The tenure of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
 Statutory Auditors of your Company, expires at the ensuing Annual
 General Meeting. The Company, has received a certificate from them
 pursuant to the effect that their appointment, if made, would be within
 the prescribed limit as mentioned under Section 224 (1B) of the
 Companies Act, 1956. They are also not otherwise disqualified within
 the meaning of Section 226(3) of the Companies Act, 1956.
 
 Your Board has duly examined the Report by the Statutory Auditors of
 the Company for the financial year ended March 31, 2008. The Notes on
 Accounts as presented in this Annual Report are self explanatory in
 this regard and hence do not call for any further clarification.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance, forming part of Directors
 Report along with a Certificate from the Practicing Company Secretary
 confirming the compliance of conditions on Corporate Governance as
 stipulated in Clause 49 of the Listing Agreement, is annexed to the
 Corporate Governance Report.
 
 GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT,
 1956.
 
 Pursuant to intimation received from Promoter(s) the names of
 Corporate(s) entities consisting the Group1 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 elsewhere in this Annual Report.
 
 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 energy in your Companys editing facilities
 studios, offices etc.
 
 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
 
 Disclosure of foreign exchange earnings and outgo as required under
 Rule 2(C) is given in Schedule No.16 Notes on Accounts forming part of
 the Audited Annual Accounts.
 
 PARTICULARS OF EMPLOYEES
 
 The names and other particulars of employees are required to be set out
 as the annexure to the Directors Report as required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975. In terms of the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid annexure is being sent out to the members and
 others entitled to receive the Annual Report of the Company.  However
 any member who is interested in obtaining such information may send a
 written request for the same, addressed to the Company Secretary of the
 Company at the Registered Office of the Company.
 
 Listing of Shares
 
 The names and addresses of the Stock Exchanges where the Companys
 shares are listed are given below:
 
 a) Bombay Stock Exchange Limited, Mumbai, 1st Floor, Phiroze Jeejeebhoy
 Towers, Dalai Street, Mumbai 400 001.
 
 b) National Stock Exchange of India Limited, Exchange Plazan, 5th
 Floor, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to place on record their sincere
 appreciation for the unstinted support made by all the employees of the
 Company, bankers, various Government departments and last but not the
 least, the shareholders of the Company, towards conducting of efficient
 operations of your Company.
 
 
                                    For and on behalf of the Board
 Place: Noida
 Date : July 29, 2008               Chairman