TO THE MEMBERS
 
 The Directors are pleased to present the Twelth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 financial year ended 31st March 2011.
 
 1. Financial Results
 
 The financial results of the Company for the year ended 31st March 2011
 are summarized below for your consideration.  
 
                                              (Rs.in Crores)
 
 Particulars                        Year Ended    Year Ended 
                                   31st Mar''11   31st Mar''10 
                                  
 
 Income from operations                 293.26        284.82
 
 Other income                             9.54         23.10 
 
 Profit before Finance,
 Charges, Amortization
 Depreciation and fax                    35.40         75.13
 
 Finance Charges
 (Including Interest)                     0.95          7.05
 
 Depreciation                            16.0l         21.10
 
 Profit before tax                       18.45         46.98
 
 Provision for Tax                        6.03         16.12
 
 Net Profit                              12.42         30.86
 
 Balance amount brought forward         155.10        134.30 
 
 Profit Available for approbation       167.52        165.17 
 
 Transferred to General Reserve           0.65          5.00
 
 Proposed Dividend                        4.46          4.33
 
 Corporate Dividend Tax                   0.72          0.74
 
 Balance Carried forward                161.68        l55.10
 
 2.  Performance
 
 During the financial year under review your Company''s revenue from
 operatipns has been Rs.293.26 Crores compared to Rs. 284.82 Croses last
 year Profit after tax was lower at Rs. 12.42 Crores compared to Rs.
 30.86 Crores 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 2011
 
 - Best Crime Show (Hindi) - Vardaat (Aaj Tak)
 
 - Best Entertainment Show (Hindi) - Bheja Fry (Tez)
 
 - Best Promo - Raksha Bandhan (Dilli Aaj Tak)
 
 - Best Investigative Feature-Honour Killers In Uniform (Headlines
 Today)
 
 - Best Prime Time Newscast -HTquestiors Journalist Ethics
 
 Laadli Media Awards 2011 
 
 - Best News Feature-Branded a Witch, Hunted for Life 
 (Headlines Today) 
 
 Indian Television Academy Award 2010 
 
 - Best Hindi News Channel - Aaj Tak 
 
 AAJTAK 
 
 Aaj Tak continued-to maintain its leadership position for the
 lOth consecutive year despite intense competition in the Hindi news
 genre. Viewers reposed confidence in Aaj Tak for the 10th consecutive
 year due to its editorial excellence, fair and unbiased reporting, 
 launch of new innovative News shows catering to different segments of
 society and a motivated team of-well-qualified professionals.
 
 In spite of intense competition and cluttered news space, 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 Takls is unmatched.
 
 HEADLINES TODAY
 
 2010-11 was a year of consolidation and: perception building for
 Headlines Today. The past year established Headlines Today as a force
 when it came to investigative and incisive news reporting.
 
 Headlines Today have led from the front breaking stories of national
 and international importance.
 
 Headlines Today Reach has grown to 11.1 million, in 2010-11 as compared
 to 10.15 million in 2009-10.
 
 TEZ
 
 Tez was launched to cater to those viewers who have little time and
 want condensed news in quickest possible way mostlym the target group
 of male, 25-44 years; Tez retained its ratings over the preceding year
 with both reach and time spent also going up considerably
 
 In the full year of operation ended March 31, 2011, Tez had reached
 24.28 Million viewers as compared to 14.51 million last year. During
 the quarter January-March 2011, the reach of Tez was 25.83 million
 compared to 17.58. million durinq the same quarter last year.  
 
 DILLI AAJ TAK
 
 Dilli Aaj Tak is TV Today''s only metro centric 24 hrs news channel. In
 the course of its five year journey so far since the launch in 2006,
 the channel has not only redefined local news coverage but also acted
 as an objective & positive catalyst in bringing out changes that affect
 the lives of people of Delhi & NCR.The channel''s news radar has always
 picked issues ranging from daily water-power crisis to local body polls
 assembly & parliament elections & very big events like commonwealth
 games & their impact on overall capital canvas. Through its performance
 year after year it has carved a niche when compared with national
 broadcasters. It has truly lived its catch line Aap Ka Shahr Aap Tak
 by consolidating its connect with viewers by raising their issues,
 their problems through live & interactive programming & emerging as an
 aggressive & unbiased campaigner for a decent life in a metropolitan
 space like Delhi.
 
 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 an average viewership of
 4.26 million in 2010-11 as compared to 3.80 million in 2009-10. During
 the quarter January-March 2011, the reach of Dilli Aaj Tak was 4.28
 million compared to 4.51 million during the same quarter last year
 
 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 he financial year2010-11. 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 Mehra
 and Mr. Rajeev Thakore 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 Mehra and Mr. Rajeev Thakore 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 judgement 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 2010-11 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 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 31st March 2011 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. 45.50
 Crore during the year ended March 31, 2011 .This investment is towards
 considering a foray into the Print Media utilizing the synergies of
 content and brand. The same has been further elaborated in Note no. 11
 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.
 
 11.  Auditor''s Report
 
 There are no qualifications of the Auditors on the Accounts Of the
 Company for the financial year ended 31st March 2011 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 2010-11 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
 introduced stock option plan (ESOR). for its employees and Directors in
 2006.The disciosures 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. 21,134,543
     (CIF basis) 
 
     ii) Expenditure in foreign currency (Accrued basis)
 
         (a) Traveling Expenses      : Rs. 14,338,051
 
         (b) Production Cost         : Rs. 96,010,286
 
         (c) Repair and Maintenance  : Rs.  3,026,682
 
         (d) Others                  : Rs. 15,876,959
 
 (d) Income in foreign currency      : Rs. 82,547,314 
     (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/- 
                                     Anil Mehra           Aroon Purie
                                       Director            Chairman & 
                                                    Managing Director
 Place: New Delhi 
 Date : May 30th, 2011
 
 Note : As per the provisions of Sections 219(1) (b) (iV) of the
 Companies Act, 1956, read with amended Clause 32 of the Listing
 Agreement with the Stock Exchanges, the Annual Report is being sent to
 all shareholders of the Company excluding Particulars of Employees
 under Section 217(2A) of the Companies Act, 1956 read with companies
 (Particulars of Employees) Rules, 1975. Any shareholder interested in
 obtaining such particulars may write to Company Secretary at the Company''s
 New Delhi office at Videocon Tower, E-1, Jhandewalan Extension Delhi-10
 055.