The Directors take pleasure in presenting the 21st Annual Report on
 the operations of your Company for the financial year ended March 31,
 2011.
 
 1. FINANCIAL HIGHLIGHTS :
 
 COMPANY STAND ALONE
 
                                                       (Rs. in Million)
 
 Particulars                                   Year ended    Year ended
                                                  2010-11       2009-10
 
 Sales and Services                              5,456.78      3,265.20
 
 Other Income                                       18.52         91.37
 
 TOTAL INCOME                                    5,475.30      3,356.57
 
 Direct cost                                     3,689.28      2,350.09
 
 Staff cost                                        282.05        209.11
 
 Other Expenses                                    192.19        225.39
 
 TOTAL EXPENSES                                  4,163.52      2,784.59
 
 PROFIT BEFORE INTEREST, DEPRECIATION AND TAX    1,311.78        571.98
 
 Less: Interest & finance charges (net)           (46.47)        165.34
 
 PROFIT BEFORE DEPRECIATION AND TAX              1,358.25        406.64
 
 Less: Depreciation                                 19.24         19.06
 
 PROFIT BEFORE TAX & EXCEPTIONAL ITEM            1,339.01        387.58 
 
 Exceptional Item
 
 Write down of Assets in accordance with Scheme              (4,577.21)
 
 Transfer from Business Restructuring Reserve Account          4,577.21
 
 PROFIT BEFORE TAX                               1,339.01        387.58
 
 Less: Provision for Taxation
 
 -Current                                          268.10         62.52
 
 -Mat Credit Entitlement                         (267.97)       (71.46)
 
 -Deferred Tax                                          -      (191.99)
 
 Total of Taxes                                      0.13      (200.93)
 
 PROFIT AFTER TAX                                1,338.88        588.51
 
 Balance Profit brought forward                  2,444.52      1,004.09
 
 NET PROFIT AVAILABLE FOR APPROPRIATION          3,783.40      1,592.60
 
 Appropriations                                    200.00        200.00
 
 Transfer to Deb enture Redemption Reserve
 
 BALANCE CARRIED TO BALANCE SHE ET               3,583.40      1,392.60
 
 
 
 CONSOLIDATED
 
 Particulars                                   Year ended    Year ended
                                                   2010-11      2009-10
 
 Sales and Services                               9,295.09     6,640.53
 
 Other Income                                       191.32       204.27
 
 TOTAL OF INCOME                                  9,486.41     6,844.80 
 
 EXPENDITURE
 
 Direct Cost                                      5,926.84     4,473.03
 
 Staff Cost                                         779.60       618.01
 
 Other Expenses                                     983.11      1076.16
 
 TOTAL OF EXPENSES                                7,689.55      6167.20
 
 
 PROFIT BEFORE INTEREST, DEPRECIATION AND TAX     1,796.86       677.60
 
 Less : Interest and finance charges (net)          343.12       384.46
 
 PROFIT BEFORE DEPRECIATION AND TAX               1,453.74       293.14
 
 Less : depreciation                                 73.64        61.66
 
 PROFIT BEFORE TAX AND EXCEPTIONAL                1,380.10     231.2.48 
 
 Exceptional Item
 
 Write down of Assets in accordance with Scheme          -   (6,077.21)
 
 Transfer from OR Business Restructuring Reserve 
 Account                                                 -     6,077.21
 
 PROFIT BEFORE TAX                                1,380.10       231.48
 
 Less : Provision for Taxation   
 
 - Current benefit Tax                              332.42       123.33
 
 - Mat Credit Entitlement                         (328.66)     (130.22)
 
 - Deferred Tax                                       0.56      (63.36) 
 
 TOTAL OF TAXES                                       4.32     (270.25) 
 
 PROFIT BEFORE MINORITY INTEREST                  1,375.78       501.73 
 
 Less: Minority Interest                             20.98      (31.59) 
 
 PROFIT AFTER MINORITY INTEREST                   1,354.80       533.32
 
 Balance Profit brought forward                   2,229.03     1,773.11 
 
 Appropriations
 
 Transfer to Debenture Redemption Reserve              200       200.00
 
 BALANCE CARRIED TO BALANCE SHEET                 3,383.83     2,106.43
 
 
 
 2. DIVIDEND :
 
 In order to conserve the resources to augment future growth, your
 directors do not recommend any dividend for the financial year 2010-11.
 
 3. SUBSIDIARIES COMPANIES :
 
 As at 31st March, 2011, the Company has the following subsidiaries viz.
 
 (1) IG Interactive Entertainment Limited (2) UTV Communications (USA)
 LLC (3) Ignition Entertainment Limited- UK and its wholly owned
 subsidiaries i.e. Ignition Entertainment Limited (USA) and Ignition
 London Limited (formerly known as Digi-Guys Limited) (4) Indiagames
 Limited (5) UTV TV Content Limited and its subsidiaries RB
 Entertainment Limited, Vikatan UTV Content Limited and UTV Tele Talkies
 Limited (6) First Future Agri and Developers Limited (7) UTV Global
 Broadcasting Limited and its wholly owned subsidiaries i.e. Genx
 Entertainment Limited and UTV Entertainment Television Limited (8) UTV
 Games Limited and its subsidiary True Games Interactive (9) UTV New
 Media Limited
 
 As at 31st March, 2011, IG Interactive Entertainment Limited., UTV
 Communications (USA) LLC, UTV Games Limited, UTV New Media Limited,
 First Future Agri and Developers Limited and UTV TV Content Limited are
 wholly owned subsidiaries of the Company.
 
 Ignition Entertainment Limited (UK) is 89.58% subsidiary of IG
 Interactive Entertainment Limited
 
 Indiagames Limited is 58.62 % subsidiary of your Company.
 
 True Games Interactive is 95% subsidiary of UTV Games Limited
 
 UTV Tele Talkies Limited and Vikatan UTV Content Limited respectively
 are 51% and RB Entertainment Limited is a 60% subsidiary of UTV TV
 Content Limited.
 
 The statement pursuant to section 212 (8) of the Companies Act, 1956 in
 respect of subsidiaries is attached. The Consolidated Accounts of your
 Company and its subsidiaries are presented as part of this annual
 report in accordance with Accounting Standard 21 issued by the
 Institute of Chartered Accountants of India.
 
 The Ministry of Corporate Affairs, vide its Circular No.2/2011 dated
 8th February,2011 had granted general exemption from attaching the
 Audited financial statements along with the reports of the Board of
 Directors and the auditors report of the subsidiary companies to the
 balance sheet of its holding company subject to the fulfillment of
 certain conditions. Accordingly, the audited financial statements along
 with the reports of the Board of Directors and the auditors report of
 the following subsidiaries are not attached to the balance sheet of the
 Company (1) IG Interactive Entertainment Limited (2) UTV Communications
 (USA) LLC (3) Ignition Entertainment Limited- UK and its subsidiaries
 i.e. Ignition Entertainment Limited (USA) and Ignition London Limited
 (erstwhile Digi-Guys Limited) (4) Indiagames Limited (5) UTV TV Content
 Limited and its subsidiaries RB Entertainment Limited, Vikatan UTV
 Content Limited and UTV Tele Talkies Limited (6) First Future Agri and
 Developers Limited (7) UTV Global Broadcasting Limited and its
 subsidiaries i.e. Genx Entertainment Limited and UTV Entertainment
 Television Limited (8) UTV Games Limited and its subsidiary True Games
 Interactive (9) UTV New Media Limited
 
 As per the terms of the said exemption, a statement containing brief
 financial details of the Companys subsidiaries for the year / period
 ended 31st March, 2011 is included in the Annual Report.
 
 Accordingly, the audited accounts of the above mentioned subsidiary
 companies are not attached.
 
 The audited accounts of the subsidiary companies are kept for
 inspection by any member at the Companys registered office and copies
 will be made available on request to the members when requested.
 
 IG INTERACTIVE ENTERTAINMENT LIMITED (IG)
 
 IG was incorporated on September 6, 2004 with an intention to carry out
 Film Acquisition, Syndication and Distribution business in the United
 Kingdom. As at 31st March, 2011 it posted sales of GBP 1,834,953
 (Previous Year GBP 717,185) and a net loss of GBP (1,024,645) [Previous
 Year net loss (1,403,531)].
 
 During the year under review, your Company subscribed to 11,579,705
 preference shares of IG of GBP 1 each.
 
 Ignition Entertainment Limited (UK) continued to be 89.58% subsidiary
 of IG and Ignition Entertainment Limited (USA) and Ignition London
 Limited continued to be 100 % subsidiaries of Ignition Entertainment
 Limited (UK)
 
 UTV COMMUNICATIONS (USA) LLC (UTV US)
 
 UTV US was incorporated on April 26, 2004 with an intention to carry
 out film acquisition, syndication and distribution business in the
 United State of America (North America) and other surrounding
 territories. As at 31st March, 2011 it posted sales of USD 8,009,509
 (Previous year USD 18,255,653) and a net profit of USD 2,951,690
 (Previous Year USD 8,142,084).
 
 INDIAGAMES LIMITED
 
 Indiagames Limited (Indiagames) was incorporated on February 1, 2000
 and is Indias benchmark mobile and online games company and a leading
 global mobile game publisher. Indiagames is engaged in publishing and
 developing games across various platforms.
 
 As at 31st March, 2011 it posted sales of Rs. 523.93 million (Previous
 Year Rs.377.07 million) and a net profit of Rs.  24.75 million
 (Previous Year net loss (Rs. 34.86 million)
 
 On October 13, 2010 your Company transferred 1.78% stake in Indiagames
 Limited held on behalf of management shareholders. Accordingly, your
 Company holds 58.62% stake in Indiagames as at 31st March, 2011.
 
 UTV TV CONTENT LIMITED (UTV TV)
 
 UTV TV a 100% subsidiary of your Company was incorporated on July 9,
 2007 to carry on the business of producing, exhibiting and distribution
 of television serials/programmes for various television channels.
 
 RB Entertainment Limited (“RBEL”) a 60:40 joint venture between UTV TV
 and Mr. Rajesh Beri was incorporated on May 6, 2008, UTV Tele Talkies
 Limited (“UTTL”) a 51: 49 joint venture between UTV TV and Mr.Prashant
 Jadhav was incorporated on 3rd July, 2009 and Vikatan UTV Content
 Limited (“Vikatan”) a 51: 49 joint venture between UTV TV and M/s
 Vikatan Tele Vistas Private Limited was incorporated on 12th May, 2010.
 Hence, RBEL, UTTL and Vikatan incorporated with intent of producing
 content for television channels are downstream subsidiaries of your
 Company.
 
 FIRST FUTURE AGRI AND DEVELOPERS LIMITED (FFADL)
 
 First Future Agri and Developers Limited continued to be a 100%
 subsidiary of your Company. During the year under review, FFADL
 allotted 16 million equity shares at par to your Company.
 
 UTV GLOBAL BROADCASTING LIMITED (UGBL)
 
 UGBL was incorporated on June 6, 2007 with an intention to carry on the
 business of broadcasting of satellite television channels in India.
 UGBL continued to be 84.99% subsidiary of your Company.
 
 As at 31st March, 2011 it posted consolidated sales of Rs. 2,316.63
 million (Previous Year Rs. 1,511.02 million) and a net loss of Rs.
 147.76 million (Previous Year net loss Rs. 261.84 million)
 
 UGBL is a parent company for its two wholly owned subsidiaries, Genx
 Entertainment Limited (Genx) and UTV Entertainment Television Limited
 (UETL). Genx and UETL are engaged in the business of uplinking and
 broadcasting entertainment (non-news / current affairs) channels from
 India. The channels UTV Bindass and UTV Action are housed under
 Genx and the channels UTV Moviesand UTV World Movies are housed
 under UETL.
 
 UTV GAMES LIMITED (UTV Games)
 
 UTV Games Limited is a 100% subsidiary of your Company and was
 incorporated on September 5, 2008 to carry on the principal activity as
 of investment holding.
 
 During the year under review, UTV Games acquired 15% additional equity
 from the minority shareholders in True Games Interactive (“True
 Games”), thereby making True Games its 95% subsidiary.
 
 UTV NEW MEDIA LIMITED (“UNML”)
 
 UNML a 100% subsidiary of your Company was incorporated on September
 20, 2007 to carry on the business of developing and maintaining
 websites and acquisition and exploitation of digital rights on mobile
 and digital platforms.
 
 As at 31st March, 2011 it posted sales of Rs. 231.08 million (previous
 year Rs. 119.07 million) and a net profit of Rs. 44.14 million
 (previous year net loss (Rs. 73.72 million)
 
 Your Company was conducting its celebrity and video business through
 UNML, which now for the purpose of synergy is conducted directly by
 your Company with effect from 1st January, 2011.
 
 SCREENSHOT TELEVISION LIMITED (“STL”)
 
 STL a 50:50 Joint Venture (“JV”) between the Company and Mrs. Smriti
 Irani was incorporated on December 6, 2007 under the name “Smriti Irani
 Television Limited” to house the joint venture with Mrs. Smriti Irani
 for television content production. The name of the Company was changed
 to Screenshot Television Limited w.e.f 8th July,2010.
 
 On 10th May, 2011 your Company acquired 50% stake in SITL from its JV
 partner, thereby making SITL its wholly owned subsidiary of your
 Company.
 
 4.  ISSUE OF ADDITIONAL SECURITIES :
 
 During the year under review, the Company has issued and allotted 2,500
 equity shares of Rs.10/-each pursuant to the exercise of stock options
 at Rs.311/-per share under UTV Employee Stock Option Scheme,2007. The
 said issue of securities was listed on December 9, 2010 and December
 13, 2010 on Bombay Stock Exchange Limited and National Stock Exchange
 of India Limited respectively and are regularly traded.
 
 5.  CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
 STATEMENT :
 
 Your Company adheres to high standards of Corporate Governance. Your
 Company has complied with the Corporate Governance code as stipulated
 under the listing agreement with the stock exchanges. A separate
 section on Management Discussion and Analysis and the Corporate
 Governance report along with a certificate from Company Secretary in
 practice confirming the level of compliance is annexed and forms a part
 of the Directors Report.
 
 6.  DIRECTORS :
 
 At the meeting of the Board of Directors of the Company held on 30th
 May, 2011, Mr.Rohinton Screwvala was re-appointed as CMD & Chief
 Executive Officer for a period of 5 (five) years from 1st August,2011
 subject to the approval of the members at the ensuing Annual General
 Meeting.
 
 Mr. Narendra Ambwani, Mr.Darius Shroff and Mr.Suketu Shah retire by
 rotation and being eligible, offer themselves for re-appointment.
 
 7.  FIXED DEPOSIT :
 
 Your company has neither accepted nor renewed any fixed deposit in
 respect of the year under review.
 
 8.  AUDITORS :
 
 M/s. Price Waterhouse & Co., Chartered Accountants, the present
 statutory auditors of the Company holds office until the conclusion of
 the ensuing Annual General Meeting. It is proposed to re appoint them
 as the statutory auditors of the company until the conclusion of the
 next Annual General Meeting. M/s. Price Waterhouse & Co., have under
 section 224(1) of the Companies Act, 1956 furnished the certificate of
 their eligibility for reappointment.
 
 9.  AUDITORS REPORT :
 
 The Auditors Report to the shareholders does not contain any
 qualification.
 
 10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
 
 The particulars as prescribed under sub-section of section 217 of the
 companies Act, 1956, read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 are set out in the
 annexure, which forms part of this report.
 
 11.  EMPLOYEES STOCK OPTION SCHEME :
 
 Your company had introduced Employees Stock Option Scheme/s by the name
 UTV Employees Stock Option Scheme 2007, UTV Employees Stock Option
 Scheme 2009 and UTV Employees Stock Option Scheme 2010 (the
 Scheme) for permanent employees and directors of the company and of
 its subsidiaries. The Scheme is being administered by Remuneration cum
 Compensation Committee.
 
 Disclosure pursuant to Clause 12 of the Securities and Exchange Board
 of India (Employees Stock Option Scheme and Employees Stock Purchase
 Scheme) Guidelines is given in the Annexure to this Report.
 
 12.  PARTICULARS OF EMPLOYEES :
 
 Information as per section 217 (2A) of the Companies Act, 1956 read
 with rules framed there under is required to be a part of this report.
 However, pursuant to the provisions of section 219 (b) (iv) of the
 Companies Act, 1956 the report and accounts are being sent to the
 shareholders of the Company excluding the statement of particulars
 under section 217(2A) of the Act. Any shareholder interested in
 obtaining a copy of the said statement may write to the company
 secretary at the registered office of the Company.
 
 13.  DIRECTORS RESPONSIBILITY STATEMENT :
 
 Pursuant to the requirements of section 217 (2AA) of the Companies Act,
 1956 the Board of Directors hereby state:
 
 (a) That in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (b) That the Directors have selected appropriate accounting policies
 and applied consistently and made judgments and estimates made are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as on 31st March, 2011 and of the profit of
 the Company for the year ended 31st March, 2011.
 
 (c) That the Directors have taken proper and sufficient care for the
 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;
 
 (d) That the Directors have prepared the annual accounts on a going
 concern basis.
 
 14.  CORPORATE SOCIAL RESPONSIBILITY (CSR) :
 
 As a responsible Corporate, your Company has constantly endeavoured to
 contribute to the development and upliftment of the social strata a
 corporate initiative termed as SHARE- Society to Heal Aid Restore
 Educate.  Our CSR efforts focus on rain water harvesting, self help
 groups, sanitation, solar illumination, afforestation, healthcare and
 integrated village development. During the year your Company has
 undertaken various CSR projects, the notable amongst them is rain water
 harvesting in 120 villages. Your Company has made vigorous efforts to
 undertake its CSR projects in the villages of Raighad and Bhiwandi.
 
 15. ACKNOWLEDGMENTS :
 
 Your Directors would take this opportunity to thank all the
 stakeholders for their support and co-operation rendered to the Company
 during the year under review.
 
 
                                     By order of the Board of Directors 
                                for UTV SOFTWARE COMMUNICATIONS LIMITED
 
                                                     ROHINTON SCREWVALA
                                          CMD & Chief Executive Officer
 
 Place : Mumbai
 Date  : 30th May, 2011