The Directors have pleasure in presenting you the 17th Annual Report
 together with the Audited Accounts of Television Eighteen India Limited
 (here in after referred to as Company or TV18) for the Financial Year
 ended March 31, 2010.
 
 FINANCIAL PERFORMANCE
 
 The summarized fnancial fgures on a standalone basis of your Company
 for the year ended March 31, 2010 are as follows:
 
                                                  (Rs. In Crores) 
 Particulars                      Financial             Financial
 
                                 Year ended            Year ended
 
                             March 31, 2010        March 31, 2009 
 Proft before interest 
 & depreciation                       98.95                132.44
 
 Interest                            109.18                108.66
 
 Depreciation                         17.19                 18.96
 
 Net operating proft before tax     (27.41)                  4.82
 
 Provision for taxes/deferred tax      5.06               (15.00)
 
 Net Proft / (loss) after tax       (32.48)                 19.82
 
 OPERATIONS
 
 During the year under review, the Company achieved a turnover of 
 Rs. 276.91 (Previous Year Rs. 287.71 crores) and EBDIT of Rs. 98.95 
 (Previous Year Rs. 132.44 crores).
 
 Your Company is a full-fedged 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’ forming part of the Annual Report in
 accordance with Clause 49 of the Listing Agreement.
 
 The audited consolidated fnancial statements for the fnancial year
 ended March 31, 2010 form part of the Annual Report.
 
 DEPOSITS
 
 Your Company’s Fixed Deposits Scheme launched in terms of Section 58A
 of the Companies Act, 1956 is performing incredibly well since its
 inception and as on March 31, 2010 the Fixed Deposits of the Company
 stood at Rs. 1,770,733,557/- Your Company has sent reminders to 569
 deposit holders, who have not claimed repayment of their fxed deposits
 which became due as on March 31, 2010, amounting to Rs. 19,792,000/-.
 There was no failure in repayment of Fixed Deposits on the maturity and
 the interest due thereon by the Company.
 
 CHANGE OF REGISTERD OFFICE
 
 As approved by the Board of Directors of the Company, the registered
 offce of the Company was shifted from 601, 6th Floor, Commercial Tower,
 Hotel Le- Meridien, Raisina Road, New Delhi 110 001 to 503, 504 & 507,
 5th Floor, ‘Mercantile House’, 15, Kasturba Gandhi Marg, New Delhi 110
 001 w.e.f. May 10, 2010.
 
 INCREASE IN AUTHORISED AND PAID-UP SHARE CAPITAL OF THE COMPANY
 
 During the year under review the Authorised and Paid up share capital
 of the Company has been increased in the following manner:
 
 * Increase in the Authorised Share capital
 
 The Company had given a postal ballot notice dated 13 May, 2009 to its
 shareholders pursuant to Section 192A of the Companies Act, 1956 for
 reclassifcation of the authorised
 
 share capital of the Company comprising of 20,00,00,000 equity shares
 of Rs. 5 per share and 5,00,000 preference shares of Rs 100 each
 aggregrating to Rs. 1,050,000,000, to 210,000,000 equity shares of Rs.
 5 each aggregating to Rs. 1,050,000,000 and for increasing the
 authorised share capital of the Company from Rs 1,050,000,000
 (comprising 210,000,000 equity shares of Rs 5 each) to Rs 2,050,000,000
 (comprising 410,000,000 equity shares of Rs 5 each). The result of the
 postal ballot was announced on 22 June, 2009 whereby the aforesaid
 resolutions were duly approved by the shareholders of the Company.
 
 * Increase in the Paid up Share Capital
 
 o During the current year the Company has made a rights issue of
 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share
 aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the
 Company. The rights issue opened on 29 September, 2009 and closed on 14
 October, 2009. Pursuant to the approval dated 26 October, 2009 of the
 Right Issue Committee, the Company has allotted 60,007,121 partly paid
 equity shares of Rs. 5 each at the premium of Rs. 79 per share. The
 Company had called Rs.  21.00 per share on application and Rs. 29.40
 per share and Rs. 33.60 per share were called on frst call and fnal
 call, respectively on the allotted shares. The rights issue resulted in
 an increase in the equity share capital by Rs. 2,940.16 lakhs and
 securities premium by Rs. 46,454.50 lakhs. As on 31 March, 2010, there
 are partly paid 1979148 shares in respect of which calls are in
 arrears.
 
 * During the year ended 31 March, 2010, the Company has allotted
 1,351,876 equity shares of Rs. 5 each on account of exercise of ESOPs
 by the employees of the Company under various ESOP schemes.
 
 DIRECTORS
 
 With profound grief and sorrow we inform you that Mr. G. K. Arora, who
 was the Chairman and Non- Executive Independent Director of the Company
 expired on November 5, 2009. We sincerely place on record his
 contribution to the growth of the Company during his tenure.
 
 Ms. Subhash Bahl, Director of the Company retires by rotation at the
 ensuing Annual General Meeting and being eligible, offers herself for
 being re-appointed as Director of the Company. The relevant details of
 the Directors proposed to be re-appointed are provided in the Corporate
 Governance Report forming part of the Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the provision of Section 217 (2AA) of the Companies Act,
 1956 as amended, your Directors confrm:
 
 i) that in the preparation of the annual accounts for the fnancial year
 ended March 31, 2010, 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 fnancial year and of proft
 or loss of the Company for the year under review;
 
 iii) that the Directors have taken proper and suffcient 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 fnancial year
 ended March 31, 2010 on a going concern basis.
 
 MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
 
 Management’s Discussion and Analysis Report in terms of Clause 49 of
 the Listing Agreement is attached as Annexure – I to this report and
 forms the part of the Annual Report.
 
 PARTICULARS OF SUBSIDIARIES REQUIRED UNDER SECTION 212 OF THE COMPANIES
 ACT, 1956
 
 A statement of your Company’s interest in it’s 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 order no.  47/ 401/ 2010-
 CL--III dated May 14, 2010 has granted exemption under section 212(8)
 of the Companies Act, 1956 from attaching the Director’s Report,
 Balance Sheet, Proft & 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. The Annual Accounts of the
 subsidiary companies will also be kept for inspection by any
 shareholder at its Registered Offce. The Company shall also furnish a
 hard copy of details of accounts of subsidiaries to any shareholder on
 demand.
 
 AUDITORS & AUDITORS REPORT
 
 The term 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 certifcate 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 disqualifed within the
 meaning of Section 226(3) of the Companies Act, 1956.  Your Board has
 duly examined the Report by the Statutory Auditor’s of the Company for
 the fnancial year ended March 31, 2010. The Notes on Accounts as
 presented in this Annual Report are self explanatory in this regard and
 hence do not call for any further clarifcation.
 
 CORPORATE GOVERNANCE REPORT
 
 A detailed report on the Corporate Governance system and practices of
 the Company is given in a separate section in the annual report along
 with a Certifcate from the Practicing Company Secretary confrming the
 compliance of conditions on Corporate Governance as stipulated in
 Clause 49 of the Listing Agreement.
 
 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 ‘Group’ as defned 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.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND
 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 your Company’s editing facilities, studios,
 offces 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.
 
 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 this end the Company
 has instituted various ESOP Schemes for rewarding the hard work and
 dedication put in by its employees and also, to attract new talent. The
 details of ESOP’s in compliance with SEBI (Employees Stock Option and
 Employees Stock Purchase Scheme) Guidelines, 1999 are given in annexure
 III of this report.
 
 PARTICULARS OF EMPLOYEES
 
 The names and other particulars of employees as required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 are set out as annexure IV to
 the Director’s Report. 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 Offce of the Company.
 
 Listing of Shares
 
 The names and addresses of the Stock Exchanges where the Company’s
 shares are listed are given below:
 
 a) Bombay Stock Exchange Limited, Mumbai, 1st Floor, Phiroze Jeejeebhoy
 Towers, Dalal Street, Mumbai – 400 001.
 
 b) National Stock Exchange of India Limited, Exchange Plaza, 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 and efforts 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 effcient operations of your Company.
 
                                  For and on behalf of the Board
 
                                                            Sd/- 
 Place : Noida                                   (Manoj Mohanka) 
 Date : May 28, 2010                                    Chairman