The Directors are pleased to present the Thirteenth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 financial year ended 31st March 2012.
 
 1.  Financial Results
 
 The financial results of the Company for the year ended 31st March 2012
 are summarized below for your consideration.
 
                                                 (Rs. in Crores)
 
 Particulars                      Year Ended         Year Ended
 
                                  31s,Mar''12         31s,Mar,11
 
 Income from operations               308.43             293.38
 
 Other income                           5.61               9.42 
 Profit before Finance,
 
 Charges, Amortization,
 
 Depreciation and Tax                  31.90              35.40 
 Finance Charges
 
 (including Interest)                   1.43               0.95
 
 Depreciation                          14.04              16.01
 
 Profit before tax                     16.42              18.45
 
 Provision for Tax                      5.90               6.03
 
 Net Profit                            10.51              12.42
 
 Balance amount 
 brought forward                      161.68             155.10
 
 Profit Available 
 for appropriation                    172.19             167.52
 
 Transferred to 
 General Reserve                        0.55               0.65
 
 Proposed Dividend                      4.46               4.46
 
 Corporate Dividend Tax                 0.72               0.72
 
 Balance Carried forward              166.46             161.68
 
 2.  Performance
 
 During the financial year under review, your Company''s revenue from
 operations has been Rs.308.43 Crores compared to Rs. 293.38 Crores last
 year, an increase of 5.12%. Profit before tax has been Rs 16.42 Crores
 compared to Rs. 18.45 Crores last year, registering a decline of 11 %
 over the last year. Profit after tax has been Rs.10.51 Crores compared
 to Rs. 12.42 Crores last year, registering a decline of 15.37% over the
 last year.
 
 Your company''s business model is such that it mainly depends on Ad
 Revenues. Your Company due to its Channel''s impeccable reputation and
 leadership position of the flagship channel AAJ TAK, and
 confidence reposed by its viewers and clients managed to achieve a
 reasonably satisfactory performance.
 
 In recognition of its leadership position, your Company''s Channels have
 been conferred with the following prestigious awards:
 
 News Television Awards 2012
 
 - TV News reporter - Neha Dixit
 
 - Entertainment News Anchor - Denzil
 
 - Investigative report - Inside Lanka''s Killing Fields
 
 - Entertainment News Show - Revisiting Ramayan- Saas and the city
 
 - Investigative Feature - Telangana tangle
 
 - Current Affairs Programme (Home & International) - Inside Libiya
   Promo
 
 - Best Use of Graphics in a Promo -HLT: Vote Drop Promo
 
 - Promo Campaign by a News Channel - DAT: Aapka Chunaav Campaign
 
 
 Promos
 
 1. Promo for a Channel - Aaj Tak: Badal Gaya India
    Aaj Tak
 
 - Current Affairs Programme (Home & International) - Doctoron ki
   D-Company
 
 - Special Awards - Anna /Lok Pal Show - Aaj Tak
 
 Tez
 
 - Entertainment News Show - Dhoonthe Reh Jaaoge AAJ TAK
 
 Aaj Tak continued to maintain its leadership position for the 11th
 consecutive year. Aaj Tak reach has increased from 48.64 million in FY
 2009-10 to 51.54 million in 2011-12. Aaj Tak continues to dominate by
 being the channel of choice during key events. Whether it''s a national
 or an international event, the credibility of Aaj Tak is unmatched. As
 per IRS Data, Aaj Tak maintains absolute leadership with a reach of
 62.2 million (CS viewer). Also, Aaj Tak was bestowed with the Most
 Trusted Channel Award by the Brand Trust Survey, Aaj Tak was voted no.
 1 across all television categories.
 
 HEADLINES TODAY
 
 Year 2011-12 was the year of news. Be it Anna''s movement for Lokpal or
 the Cricket world cup, Headlines Today reported from the front and was
 successful in binding the audience to the news. Headlines Today
 maintained a reach of approx 10 Million in FY 2011-12. Moreover, at the
 recently held News Television Academy Awards, Headlines Today was
 bestowed with 6 awards, including Best Entertainment Anchor Denzil O''
 Connell, Best Reporter Neha Dixit, Best Investigative report - Inside
 Lanka''s Killing Fields, Best Investigative Feature - Telangana tangle
 and Best Current Affairs Programme (Home & International) - Inside
 Libya.
 
 TEZ
 
 Tez was launched to cater to the news viewer who has little time and
 wants condensed news. Tez had reach of 21.28 million viewers in FY
 11-12 in the country as compared to 14.51 million in FY 2009-10. In
 Mumbai, Tez has a higher market share than Zee News and IBN 7
 (Source:-TAM, MKT- MUMBAI,TG-CS4 , Period-FY11-12).
 
 DILLI AAJ TAK
 
 Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The
 channel has a news-you-can-use format, and has been No.1 in Delhi since
 the date of its launch with an average reach of 3.92 million in 2011-12
 as compared to 3.80 million in FY 2009-10. Dilli Aaj Tak Also maintains
 a solid monopoly in Delhi .Our MCD election coverage beat even the
 national players in Delhi.
 
 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 2011-12. Total amount of
 dividend outgo for the financial year shall be Rs. 5.18 Crores
 (including Corporate Dividend Tax amounting to Rs. 0.72 Crores).
 
 4.  Deposits
 
 During the year, your Company has not accepted/ renewed deposits from
 the Public within the meaning of Section 58A, 58AA and other relevant
 provisions of the Companies Act, 1956, if any.
 
 5.  Directors
 
 In accordance with the provisions of Section 256 of the Companies Act,
 1956 and the Articles of Association of your Company, Mr. Anil Vig and
 Mr. Ashok Kapur, 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. Anil
 Vig and Mr. Ashok Kapur as directors on the Board of the Company.
 
 6.  Director''s 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 had selected such accounting policies and applied them
 consistently and made judgment 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 2011-12 and of the profit
 of the company for that period;
 
 - they had 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 had been prepared on a going concern basis.
 
 7.  Subsidiary Company
 
 The Audited Statement of Accounts, along with the report of the Board of
 Directors and the Auditor''s Report pursuant to Section 212 of the
 Companies Act, 1956 of the wholly owned subsidiary Company, TV Today
 Network (Business) Limited, for the year ended on 31 st March 2012 is
 annexed.
 
 8.  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.
 
 9.  Investments
 
 Your Company has made a strategic investment in Mail Today Newspapers
 Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52
 Crore. This investment is towards proposed entry into the Print Media
 utilizing the synergies of content and brand. The same has been further
 elaborated in Note no. 40 of the Financial statement which is self
 explanatory.
 
 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.
 
 Pursuant to the direction from the Ministry of Corporate Affairs for
 appointment of Cost Auditors, your Board of Directors has appointed
 M/s. Jitender, Navneet & Co., Cost Accountants, as the Cost Auditor for
 the financial year ended March 31st, 2012.
 
 11.  Auditor''s Report
 
 There are no qualifications of the Auditors on the Accounts of the
 Company for the financial year ended 31st March 2012 requiring further
 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 2011-12 is
 given in 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
 introduced stock option plan (ESOP) for its employees and Directors in
 2006.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 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. 264,408,514 (CIF basis)
 
 ii) Expenditure in foreign currency (Accrued basis)
 
 (a) Traveling Expenses        : Rs. 20,023,167
 
 (b) Production Cost           : Rs. 79,802,299
 
 (c) Repair and Maintenance    : Rs. 1,123,041
 
 (d) Others : Rs. 1,961,195
 
 (d) Income in foreign 
     currency                  : Rs. 90,086,865 (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 : May 18th, 2012          Director               Chairman &
                                                     Managing Director