TV Today Network

The Directors are pleased to present the Ninth Annual Report
 together with the Audited Statement of Accounts of the
 Company for the financial year ended 31st March 2008.
 
 1.    Financial Results
 
 The financial results of the Company for the year ended
 31st March 2008 are summarized below for your
 consideration.
 
                                               (Rs. in crores)
 
 Particulars                               Year Ended      Year Ended
                                           31stMar’08      31stMar’07
 
 Income from operations and
 other income                                 251.43         202.44
 
 Profit before finance,
 Amortization, Depreciation
 and Tax                                       82.92          65.60
 
 Interest and Finance Charges                   0.09           0.12
 
 Depreciation                                  16.01          17.01
 
 Misc. Expenses Written off                      -             0.29
 
 Profit before tax                             66.82          48.18
 
 Employee Stock Compensation
 Expense                                        0.11           0.07
 
 Provision for Tax                             23.16          17.01
 
 Net Profit                                    43.55          31.10
 
 Balance amount brought forward                82.38          67.02
 
 Profit Available for appropriation           125.93          98.12
 
 Transferred to General Reserve                10.00          10.00
 
 Proposed Dividend                              4.35           4.35
 
 Corporate Dividend Tax                         0.74           0.74
 
 Balance Carried forward                      110.84          83.03
 
 2.  Performance
 
 During the financial year, your Company’s revenue from operations has
 been Rs. 231.06 crores compared to Rs. 188.90 crores last year, an
 increase of 22.32%. Profit before tax has been Rs. 66.82 crores
 compared to Rs. 48.18 crores last year, registering a growth of 38.69%
 over the last year. Profit after tax has been Rs. 43.55 crores compared
 to Rs. 31.10 crores last year, registering a growth of 40.03% over the
 last year. Increase in revenue and profit was mainly due to increased
 sales, international subscription and advertisement revenue, better
 operational efficiency and cost control (except distribution cost).
 
 During the Financial year, Aaj Tak continued to maintain its leadership
 position for the 7th consecutive year despite increased competition in
 the Hindi news genre by the existing as well as new news channel
 launched in last year. Viewers reposed confidence in Aaj Tak for the
 seventh consecutive year due to its editorial excellence, fair and
 unbiased reporting, launch of new innovative current affairs programmes
 catering to different segments of society and a motivated team of
 well-qualified professionals.
 
 Aaj Tak
 
 During the year, the viewership of ‘Aajtak’ news channel has been 43.89
 million compared to 33.44 million last year, registering a growth of
 31.25%. During the quarter January-March 2008, the viewership of Aaj
 Tak was 43.17 million compared to 44.78 million during the same quarter
 last year.
 
 In recognition of its leadership position, Aaj Tak has been conferred
 with the following prestigious awards:
 
 Sansui Television Award 2008
 
 - Best Hindi News Channel - Aaj Tak
 
 - Best Anchor - Prabhu Chawla for Seedhi Baat Indian Telly Award 2007
 
 - Best Hindi News Channel - Aaj Tak Indian Television Academy Award
 2007
 
 - Best Hindi News Channel Award - Aaj Tak
 
 Headlines Today
 
 It was a “refreshingly different” year for Headlines Today.  The new
 tag line says it all. The channel, round the year displayed more
 energy; packaged news and programmes around it interestingly to appeal
 to the young and upwardly mobile; and evolved a newer look and feel.
 The channel today has carved out a position for itself from where it
 can target the Big Three. Despite consolidation in the top half of the
 news space, Headlines Today held its own increasing its viewership
 significantly in the last few months. The channel launched a slew of
 new shows. With an exciting line-up of big ticket news shows and in
 depth weekend shows, the channel is set for bigger things in the months
 to come. Despite increased competition from the new as well as existing
 players, Headlines Today registered 42.16% growth in viewership from
 8.42 million in 2006-07 to 11.97 million in 2007-08. During the last
 quarter January-March 2008, the viewership of Headlines Today
 registered growth of 7.93% at 12.57 million compared to 11.64 million
 during the same quarter last year.
 
 Tez
 
 Tez was launched to cater to the time conscious people by providing
 crispy news. The channel has already made its place in the Hindi News
 genre. With a unique mix of headline format news and viewer friendly
 programmes, Tez has firmly established itself among top Hindi news
 channels. In the year 2007-08 many more Hindi news channels were
 launched, despite that Tez not only protected but kept growing steadily
 both in terms of reach and market share.
 
 In the full year of operation ended March 31, 2008, “Tez” has achieved
 a remarkable reach of 16.39 million viewers in the Country as compared
 to 9.98 million last year registering a substantial growth of 64.23%.
 During the quarter January-March 2008, the viewership of “Tez” was
 17.33 million compared to 13.04 million during the same quarter last
 year registering a growth of 32.90%.
 
 Dilli Aaj Tak
 
 Dilli Aaj Tak”, with a caption “Aap Ka Shahr Aap Tak”, a Metro centric
 24x7 Hindi news channel was launched to cater to Delhi and NCR viewers.
 The channel has a news- you-can-use format, and has been No.1 in Delhi
 since the date of its launch in Delhi with a viewership of 3.49 million
 in 2007-08 as compared to 2.25 million in 2006- 07 registering a growth
 of 54.67% During the quarter January-March 2008, the viewership of
 “Dilli Aaj Tak” was 3.36 million compared to 4.04 million during the
 same quarter last year. Delhi’s rising consumerism, booming economy,
 rapidly improving infrastructure, among other things, have made it a
 city to reckon with at a global scale.  Dilli Aaj Ta k will address
 these and other issues to the viewers of Delhi and NCR.
 
 3.  Dividend
 
 Your directors are pleased to recommend for your consideration and
 approval payment of dividend 15 % amounting to Rs. 0.75 per equity
 share of Rs. 5/- each for the financial year 2007-08. Total amount of
 dividend outgo for the financial year shall be Rs. 5.09 Crores
 (including Corporate Dividend Tax amounting to Rs. 0.74 Crores).
 
 4.  Directors
 
 In accordance with the provisions of Section 256 of the Companies Act,
 1956 and the Articles of Association of your Company, Mr. Rajan Bharti
 Mittal and Mr. Rakesh Kumar Malhotra, Directors, liable to retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment. Your directors recommend
 re-appointment of Mr. Rajan Bharti Mittal and Mr. Rakesh Kumar Malhotra
 as directors on the Board of the Company.
 
 5.  Directors’ Responsibility Statement
 
 As stipulated in Section 217(2AA) of the Companies Act, 1956, your
 Directors subscribe to Directors’ Responsibility Statement and confirm
 that:
 
 - in the preparation of the annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 - they 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 2007-08 and of the profit
 of the company for that period;
 
 - they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of this
 Act for safeguarding the assets of the company and for preventing and
 detecting fraud and other irregularities;
 
 - the annual accounts have been prepared on a going concern basis.
 
 6.  Subsidiary Company
 
 The Audited Statement of Accounts, alongwith the report of the Board of
 Directors and the Auditors’ Report pursuant to Section 212 of the
 Companies Act, 1956 of the wholly owned subsidiary Company, T.V. Today
 Network (Business) Limited, for the year ended on 31st March, 2008 is
 annexed.
 
 7.  Consolidated Accounts
 
 In accordance with the requirement of Accounting Standard 21 of the
 Institute of Chartered Accountants of India to present consolidated
 accounts, your Company, in compliance with the said requirement has
 prepared the Consolidated Accounts which is annexed herewith.
 
 8.  Proposed Merger of Radio Today with the Company
 
 During the year the Board of Directors of your Company approved the
 draft scheme of merger of Radio Today Broadcasting Limited ( a fellow
 subsidiary ) with your Company subject to necessary approval of
 Ministry of Information and Broadcasting(MIB). Both your company and
 Radio Today have written to the MIB for their approval, which is still
 awaited and accordingly no further action could be taken.
 
 9.  Fixed Deposit
 
 During the year, your Company has neither invited nor accepted/ renewed
 deposits from the Public within the meaning of Section 58A, 58AA and
 other relevant provisions of the Companies Act, 1956, if any.
 
 10.  Auditors
 
 The statutory auditors of your Company M/s Price Waterhouse, Chartered
 Accountants holds office up to the conclusion of the forthcoming Annual
 General Meeting and have offered themselves for re-appointment. They
 have confirmed that, if re-appointed, their appointment would be within
 the limits prescribed under Section 224 (1B) of the Companies Act,
 1956. Your directors recommend their re-appointment as Statutory
 Auditors of the Company.
 
 11.  Auditors’ Report
 
 There are no observation, qualification or adverse remark of the
 Auditors on the Accounts of the Company for the financial year ended
 31st March, 2008 requiring comment from the Board of Directors.
 
 12.  Corporate Governance
 
 In accordance with Clause 49 of the Listing Agreement, your Company has
 ensured continued compliance of Corporate Governance requirements
 during the financial year. Your Company lays strong emphasis on
 transparency, disclosure and independent supervision to increase
 various stakeholders’ value.
 
 The report on Corporate Governance for the financial year 2007-08 is
 given as a separate section titled “Report on Corporate Governance” and
 Certificate of Company Secretary in Practice as required under the
 revised Clause 49 of the Listing Agreement is appended herewith which
 forms part of this Annual Report.
 
 13.  Employees Stock Option Plan
 
 Human Resource is the key to the success of any organization. The
 Company has always valued its human resources and has tried to adopt
 the best HR practices.  To retain and nurture well-performing employees
 who are contributing to the growth of the Company, your Company has
 formulated and introduced a stock option plan (ESOP) for its employees
 and Directors. The Plan/ Scheme was approved by the shareholders at the
 Seventh Annual General Meeting after it was recommended by the
 Remuneration Committee and the Board of Directors.
 
 The disclosures in compliance with clause 12 of the Securities and
 Exchange Board of India (Employees Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the
 Annexure appended herewith.
 
 A certificate from M/s. Price Waterhouse, Chartered Accountants,
 Statutory Auditors, with regard to the implementation of the Company
 Employees’ Stock Option Scheme, would be placed before the shareholders
 in the next Annual General Meeting, and a copy of the same shall be
 available for inspection at the registered office of the Company.
 
 14.  Management Discussion and Analysis
 
 Separate report on Management Discussion & Analysis is appended
 herewith.
 
 15.  The Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988.
 
 In terms of the requirement of clause (e) of sub-section (1) of Section
 217 of the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, the
 particulars with respect to “Conservation of Energy, Technology
 Absorption and foreign exchange earnings and outgo” are given as under:
 
 (a)   Conservation of Energy               : Not applicable
 
 (b)   Technology Absorption                : Not applicable
 
 (c) Transaction in Foreign Currency :
 
 i)   Value of Imports                        Rs. 24,724,234
     (CIF basis)
 
 ii)  Expenditure in foreign currency (Accrued basis)
 
 (a)   Traveling Expenses        : Rs. 11,837,834
 
 (b)   Production Cost           : Rs. 72,274,367
 
 (c)   Repair and Maintenance:    Rs.   2,445,902
 
 (d)   Others                    :Rs.   3,345,495
 
 (d)   Income in foreign currency: Rs. 56,038,579
      (Accrued basis)
 
 16.  Particulars of Employees
 
 Particulars of Employees as required under Section 217 (2A) of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules,1975 (as amended) is annexed hereto and forms part of this
 report.
 
 17.  Acknowledgement
 
 Your Directors place on record their deep appreciation of the
 contribution made by all section of employees with dedication,
 commitment and team effort which helped your Company in achieving the
 performance during the year despite stiff competition from the existing
 as well as new players in the news and current affairs genre.
 
 Your Directors also acknowledge with thanks the support given by the
 Central Government, bankers, shareholders and investors at large and
 look forward to their continued support.
 
 
                       For and on behalf of the Board of Directors
 
                              Sd/-                           Sd/-
 
 Place : New Delhi          Anil Mehra                   Aroon Purie
 Date  :June 24, 2008       Director                     Chairman &
                                                     Managing Director