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Den Networks Ltd.

BSE: 533137 Sector: Media
NSE: DEN ISIN Code: INE947J01015
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VOLUME 7739
52-Week high 105.00
52-Week low 60.85
P/E
Mkt Cap.(Rs cr) 1,801
Buy Price 91.30
Buy Qty 77.00
Sell Price 91.75
Sell Qty 77.00
OPEN 92.75
CLOSE 91.85
VOLUME 7739
52-Week high 105.00
52-Week low 60.85
P/E
Mkt Cap.(Rs cr) 1,801
Buy Price 91.30
Buy Qty 77.00
Sell Price 91.75
Sell Qty 77.00

Den Networks Ltd. (DEN) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the Tenth Annual Report on the business& operations of your Company along with the Consolidated & Standalone AuditedFinancial Statements for the year ended March 31st 2017.

FINANCIAL RESULTS

(Rs. in million)

Particulars Consolidated Standalone
Financial year ended March 31 2017 Financial year ended March 31 2016 Financial year ended March 31 2017 Financial year ended March 31 2016
Net Revenue 11982.58 10058.68 10292.07 9501.07
Operating profit/(loss) before interest depreciation and taxes 2197.31 (537.71) 840.09 (823.27)
Interest 651.62 790.87 633.93 763.00
Depreciation 2775.00 2061.01 2128.19 1479.49
Net Profit/(loss) before Tax and exceptional items (1229.31) (3389.59) (1922.03) (3065.76)
Exceptional items 306.81 649.60 645.58 493.30
Share of profit/ (loss) of associates (29.71) 34.07 - -
Share of profit/ (loss) of Joint Venture - (89.69) - -
Net Profit/(loss) before (1565.83) (4094.81) (2567.61) (3559.06)
Tax after exceptional items
Provision for taxes/deferred tax 329.86 218.19 - 7.92
Minority interest - - - -
Profit/(loss) after tax (1895.69) (4313.00) (2567.61) (3566.98)

During the year under review the total revenue of your Company was Rs. 10292.07million on standalone basis and Rs. 11982.58 millions on consolidated basis as compared tothe last year's revenue of Rs. 9501.07 million on standalone basis and Rs. 10058.68million on consolidated basis respectively. The Post Tax Loss of your Company was Rs.2567.61 millions on standalone basis and Rs. 1895.69 million on consolidated basis ascompared to the last year's Post Tax Loss was Rs. 3566.98 million on standalone basis andRs. 4313.00 million on consolidated basis respectively.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs has notified Rules for Indian Accounting Standardsand also provided a phase-wise roadmap with which the Indian Accounting Standards shallconverge with IFRS. Due to this India is on a higher pedestal when it comes to financialreporting. The MCA has issued a notification dated 16 February 2015 announcing theCompanies (Indian Accounting Standards) Rules 2015 for applicability of Indian AccountingStandard (Ind AS). The Ind AS has replaced existing Indian GAAP prescribed under Section133 of the Companies Act 2013 read with Rule 7 of the Companies Accounts Rules 2014. Theapplicability of Indian Accounting Standard is based on the listing status and the networth of the company. The Company being a listed company has complied with applicableIndian Accounting Standard.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to applicable Ind AS on Consolidated Financial Statements the AuditedConsolidated Financial Statements are provided in this Annual Report.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended March 312017.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year2016-17.

OPERATIONAL OVERVIEW

DEN Networks Limited ("DEN") is India's largest cable TV distribution companyserving 13 million homes in over 250 cities. DEN is a frontrunner in the digitization ofIndian cable television and has over 10 million digital subscribers.

DEN's geographic footprint spans 13 key states across India including Delhi UttarPradesh Karnataka Maharashtra Gujarat Rajasthan Haryana Kerala West BengalJharkhand Madhya Pradesh Uttarakhand and Bihar. DEN has significant presence in thestrategic & economically important Hindi Speaking Markets (HSM) belt. In Phase-1 and2 DEN has flagged off and started the packaging exercise. DEN has just completed atwo-pack pricing structure that is now fully established in most of Phase-1 and Phase-2markets. With phase 3 being implemented (except for few states where court has stayed thephase 3 implementation) the digital base goes up to 10.5 million boxes.

Cable TV Distribution: DEN has seeded additional 1.1 million Setup Boxes("STBs") during financial year 2016-2017. This takes the digital subscribersbase of the company to 10.5 million at the end of financial year ended 2017.

High - Speed Broadband business: DEN broadband services achieved 868250 homespassed as on 31 March 2017. Over the course of the year the operating costs have reducedsubstantially as a number of re-engineering and procurement related initiatives have beentaken to optimize cost. The benefit of conversions of the

Home Passes has started to flow through.

Currently DEN has a gross base of 177067 broadband subscribers at the end offinancial year 2016-2017 and more than half of them come from non-DEN cable homes. On theusage side a substantial jump in data consumption as well speed adoption. DENcontinuously works towards the profitability of the broadband business through acombination of initiatives both on the revenue side as well as optimizing the operatingcosts.

Soccer: In 2014 DEN had acquired the ‘Delhi Dynamos FC' team of the IndianSuper League a new soccer league in India. In previous financial year the Company haddiluted its' 55% equity stake in Delhi Sports & Entertainment Private Limited(Formerly known as Den Sports & Entertainment Pvt. Ltd.) to Wall Street InvestmentLimited ("Wall Street"). During the year the Company has transferred another25% equity stake in Delhi Sports to Wall Street with said dilution the holding of thecompany in Delhi Sports has reduced from 45% to 19.29% (Approx.) and shareholding of WallStreet has been increased from 55% to 80%. Delhi Sports owns 100% equity shares of DelhiSoccer Private Limited (formerly known as Den Soccer Private Limited). Delhi SoccerPrivate Limited is the operating company which controls and manages Delhi Dynamos F.C andholds the franchisee of Delhi to participate in the Indian Super League (ISL).

TV Commerce: The Company has sold its entire equity stake in Macro Commerce PrivateLimited ("Macro") on a going concern basis to Pimex Broadcast Private Limited("Pimex"). This included the shares hold by DEN and Jasper Infotech PrivateLimited. Therefore Pimex has endup holding entire 100% shareholding of Macro. Pimex hastaken over all the past present and future liabilities & dues and shall beresponsible for settling the same. Macro was constituted for setting up a televisionchannel to be used as market platform for facilitating the sale of branded and unbrandedmerchandise.

Demerger of Broadband Undertaking

During the year the Company had filed a Composite Scheme of Arrangement between DENNetworks Limited ("the Company") and the Skynet Cable Network Private Limited("Skynet") (a wholly owned subsidiary of the Company) for demerger ofBroadband/ Internet Service Provider ("ISP") Business Undertaking into Skynet.The demerger will enable a focused attention on the ISP business and achieve structuraland operational efficiency enhanced competitiveness and greater accountability besidesaccelerating value creation for shareholders. The separation will allow DEN to focus onthe significant growth potential for high speed data and related services in India. Theentire process including obtaining the required regulatory approvals of both the mergerand demerger is expected to be completed by FY 17-18.

Merger/Demerger of Subsidiaries

The Company has taken initiatives to merge 23 subsidiaries and demerger of cablebusiness of one of the subsidiary company into a wholly owned subsidiary company viz. DENFuturistic Cable Networks Private Limited. The aim is to strengthen the single brandleading to a stronger market presence providing customers with a seamless on-boardexperience. The structure will result in economies of scale and reduce administrative andregulatory compliances.

Subsidiary Companies

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies as per the Companies Act 2013 and its rules areprovided as annexure to the consolidated financial statement and hence not repeated herefor the sake of brevity. The Policy for determining material subsidiaries as approved maybe accessed on the Company's website at the link:http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

Details of Companies/entities which have become or ceased as subsidiary companyassociates and joint ventures upto the signing of this report are as under:

Name of Company Relationship Details of Changes Date of Change
Macro Commerce Pvt. Ltd. Subsidiary Company Became subsidiary company pursuant to acquisition of further stake 15-07-2016
Den Digital Cable Network Private Limited Subsidiary Company The Company has increased its holding from 51% to 88.57% 06-03-2017
Delhi Sports & Entertainment Private Limited (Formerly known as Den Sports & Entertainment Private Limited) Wholly owned subsidiary The Company has diluted further 25% Stake in Delhi Sports. The present holding of the Company is 19.29% (Approx.) 15-10-2016
Macro Commerce Pvt. Ltd. Subsidiary Company Sold off its entire stake to Pimex Broadcast Private Limited. This included the shares hold by DEN and Jasper Infotech Private Limited. 05-06-2017

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe Annual General Meeting as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office of your Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal controls are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies. Ithas continued its efforts to align all its processes and controls with global bestpractices.

MEETINGS OF THE BOARD AND COMMITTEES

Eight meetings of the Board of Directors were held during the year. For further detailsregarding meeting of board and committees please refer report on Corporate Governance ofthis Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and suficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL & DIRECTORS

The detailed information about Key Managerial personnel and Directorsappointed/resigned during the financial year 2016-2017 is available in ‘CorporateGovernance Report' and hence not repeated here for the sake of brevity.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under CompaniesAct 2013 and under applicable regulation(s) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 if any. The Companyhas devised a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors. The details ofprogrammes for familiarization of Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters are put up on the website ofthe Company at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report. The ScheduleIV of the Companies Act 2013 states that the performance evaluation of the IndependentDirectors shall be done by the entire Board of Directors excluding the Director beingevaluated.

AUDITORS & AUDITORS' REPORT

At the Annual General Meeting held on September 29 2015 M/s. Deloitte Haskins &Sells Chartered Accountants were appointed as Statutory Auditors of the Company to holdoffice till the conclusion of 11th Annual General Meeting to be held in thecalendar year 2018. In terms of Section 139 of the Companies Act 2013 the appointment ofauditors shall be placed for the ratification at every Annual General Meetingaccordingly the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors ofthe Company is placed for the ratification by the shareholders of the Company.

The Board has duly examined the Report issued by the Statutory Auditors' of the Companyon the Accounts for the financial year ended March 31 2017. The notes to the financialstatements as presented in this Annual Report are self explanatory in this regard andhence do not call for any further clarification. The Auditors' Report does not contain anyqualification adverse remark.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Neelesh Jain Company Secretaries in practice of M/s NKJ & Associates toundertake the Secretarial Audit of the Company. The Secretarial Auditors' Report does notcontain any qualification reservation or adverse remark. The Secretarial Audit report isannexed herewith as "Annexure B"

CERTIFCATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Practicing Company Secretaries' certificate on corporate governance is forming part ofCorporate Governance Report. The certificate for the financial year ended on March 312017 does not contain any qualification reservation or adverse remark.

COST AUDITORS'

M/s Ajay Kumar Singh & Company Cost Accountants have been re-appointed as CostAuditors for the financial year 2017-18 to conduct cost audit of the accounts maintainedby the Company. However necessary approvals if any shall be taken as may be required bythe applicable provisions. Full particulars of the Cost Auditor are as under:

M/s Ajay Kumar Singh & Company

1/26 2nd Floor Lalita Park Laxmi Nagar Delhi-110092 Tel. No. :011-45595822; Email ID – info@cmaadvisors.in (Firm`s Membership No. 30778)

Your Board has duly examined the Report issued by the Cost Auditors' of the Company onthe Accounts for the financial year ended March 31 2017. The Cost Auditors' Report doesnot contain any qualification reservation or adverse remark.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of the loans guarantees given and investments made by company are given inthe notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website atthe link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.

CREDIT RATING

The details of credit rating of company are as followed:

Instrument Rating Agency Rating Outlook
Long Term Debt & Cash Credit Facilities ICRA A- Stable
Short Term – Non Fund based limit ICRA A2+ Stable
Long Term/Short Term unallocated limit ICRA A- Stable

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015. It is presented in a separate section forming part of the AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at the link:http://www.dennetworks. com/index.php/corporate-announcement#corporate-governance

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability.

The Company has identified following focus areas of engagement which are as under:

Rural Transformation Health Creating sustainable livelihood solutions addressing poverty hunger and malnutrition Affordable solutions for healthcare through improved access awareness and health seeking behavior
Education Environmental sustainability ecological balance conservation of natural resources
Arts Heritage and Culture Protection and promotion of India's art culture and heritage
Environment Environmental sustainability ecological balance conservation of natural resources
Disaster Response Managing and responding to disaster
Promotion of Sports Training to promote rural sports nationally recognized sports Paralympics sports Olympic sports and promote sports at gross root level
Community Development Promoting gender equality empowering women setting up homes and hostels for women and orphans setting up old age homes etc.
Other Initiatives To undertake other need based initiatives in compliance with Schedule VII of the Companies Act 2013

The company has negative average net profit therefore the Company has not spent onCSR activities. The Annual Report on CSR activities is annexed herewith marked as "AnnexureC".

RISK MANAGEMENT

The Board of Directors have constituted a Risk Management Committee consisting threeDirectors has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's enterprise wide risk management framework; and (b)Overseeing that all the risks that the organization faces such as strategic financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. A Group Risk Management Policywas reviewed and approved by the Committee. The Company's management systemsorganizational structures processes standards code of conduct and behaviors togetherform the DEN Management System that governs how the Group conducts the business of theCompany and manages associated risks.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an appendix to the Code. The Code has been posted onthe Company's website www.dennetworks.com. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behaviour from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.

AUDIT COMMITTEE

The composition of the Audit Committee is in conformity with the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:-

S. No. Name of the Member Designation
1. Mr. Ajaya Chand Chairman
2. Mr. Robindra Sharma Member
3. (Ms.) Dr. Archana Niranjan Hingorani Member

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility.

EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable SEBI Guidelines.

The DEN ESOP Scheme 2010 was approved by the Shareholders of the Company in itsmeeting dated September 10 2010 to issue and grant up-to 5219599 Equity Shares to theeligible employees of the Company. There are 850000 ESOP options are in force under DENESOP Scheme 2010.

The DEN ESOP Plan B 2014 was approved by the shareholders of the Company throughpostal ballot on January 05 2015 to grant and issue up-to 8909990 Equity Shares (i.e.5% of issued and paid up capital) to the eligible employees of the Company. Out of said

5% 2.5% was approved through purchase from secondary market (DEN ESOP Plan A -2014)and 2.5% through new allotment (2.5% DEN ESOP Plan B -2014). The Shareholders of theCompany vide approval through postal ballot dated June 23rd 2015 terminatedthe DEN ESOP Plan A -2014 and increased the same no. of shares under DEN ESOP Plan B-2014. Hence the total no. of shares under DEN ESOP Plan B -2014 has been increased to8909990. There are 2950000 ESOP options are in force under DEN ESOP Plan B 2014.

The Objective of ESOP is to give benefit to eligible employees with a view to attractand retaining the best talent encouraging employees to align individual performance withcompany objectives and promoting increased participation by them in the growth of theCompany.

The details of ESOP Plans including terms of reference and the requirements specifiedunder Regulation 14 of the SEBI (Share-based Employee Benefits) Regulations 2014 isavailable on the Company's website at http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance. The details of the employee stock optionsplans form part of the Notes to accounts of the financial statements in the Annual Report.

The details of the ESOP granted up-to the year ended March 31 2017 are as follows:

Approval date DEN ESOP Plan B-2014 Date of Grant No. of shares approved by the Board/ committee
July 18 2016 Grant of options to CEO July 19 2016 1750000
July 03 2015 Grant of options to Senior Management/ employees of subsidiaries July 03 2015 400000
Jan. 06 2015 Grant of options to Group CFO Feb. 10 2015 800000
Total (A) 2950000
Approval date DEN ESOP Scheme-2010 Date of Grant No. of shares approved by the Board/ committee
Feb. 13 2015 Grant of options to Senior Management Feb. 13 2015 850000
Total (B) 850000
Grant Total (A)+(B) 3800000

The Company has received a certificate from the Auditors of the Company that the Schemehas been implemented in accordance with the SEBI Guidelines and the resolution passed bythe members. The certificate would be placed at the Annual General Meeting for inspectionby members.

Voting rights on the shares issued to employees under the ESOS are either exercised bythem directly or through their appointed proxy.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and Designated Employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the Designated Employees haveconfirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act 2013 read with rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of remuneration details as required in Rule 5(1) and details of employees of theCompany as required in Rule 5(2) of (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be provided upon request.

In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on details of remunerationof directors and employees' particulars which are available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 theCompany has set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee. However during the year Companyhas not received any complaint of harassment.

Your Directors further state that during the year under review there were no cases ledpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

DETAILS OF UNCLAIMED SHARES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

Dematerialization credit of equity shares of Rs.10 each for allottees could not happentill date due to incorrect particulars of account holders. The Company through itsRegistrar and Share Transfer Agent viz. M/s. Karvy Computershare Private Limited hadsent several reminders to these allottees and in the absence of any response from any ofthem had finally transferred the aforesaid equity shares to ‘Den Networks Limited– Unclaimed Securities Suspense Account' as required under SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 following is the status of outstandingshares lying in the aforesaid account as on March 31 2017:

Particulars No. of Shareholders No. of Equity Shares
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year i.e. 1st April 2016 / transferred to Account during the year ended 31st March 2017 4 309
Number of shareholders who approached to the Company / RTA for transfer of shares from Unclaimed Suspense Account during the year ended 31st March 2017 Nil Nil
Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year ended 31st March 2017 Nil Nil
Aggregate Number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on 31st March 2017. 4 309

The voting rights on these shares are frozen till the rightful owner of these sharesclaims the shares.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally ethically andsustainably. At DEN the purpose of corporate governance is to entrust justice for everyshareholder. We believe sound Corporate Governance is critical in enhancing and retainingstakeholders trust. Our priority is attainment of all performance goals with integrity.The Company is committed to maintain the highest Standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. A certificate frompracticing Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to the Report on Corporate Governance. Certificate of theCEO/CFO confirming the correctness of the financial statements compliance withCompany`s Code of Conduct adequacy of the internal control measures and reporting ofmatters to the Audit Committees is attached in the Corporate Governance report and formspart of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of the Companies Act 2013 and applicable rules thereof thefollowing information is provided:

Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuouslyexplored to conserve energy and to reduce energy consumption at production & editingfacilities studios workstations of the Company.

Technology absorption

Your Company is conscious of implementation of latest technologies in key workingareas. Technology is ever-changing and employees of your Company are made aware of thelatest working techniques and technologies through workshops group e-mails discussionsessions for optimum utilization of available resources and to improve operationalefficiency.

Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo is given in "Notes to thefinancial statements" forming part of the Audited Annual Accounts the summary offoreign exchange earnings and outgo are mentioned below:

(Rs. in million)
Foreign Exchange Earnings : - NIL
Foreign Exchange Outgo : - 1214.60

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review

1) D etails relating to deposits covered under Chapter V of the

2) Issue of equity shares with differential rights as to dividend voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6) Material changes and commitments affecting the financial position of the company.

7) Change in the nature of business

8) Disclosure u/s 67(3) in respect of voting rights not exercised by employees inrespect of shares to which the scheme relates

9) . Re-appointment of independent director after 5 years u/s 149(10)

Acknowledgement

Your Directors place on record their gratitude to the Central Government StateGovernment Company's Bankers and business partners/for the assistance co-operation andencouragement they extended to the Company. Your Directors also wish to place on recordtheir sincere thanks and appreciation for the continuing support and unstinting efforts ofinvestors vendors dealers business associates and employees in ensuring an excellentall around operational performance.

For and on behalf of the Board of Directors

Sd/-

Chairman Managing Director

Place: New Delhi

Date: 01 August 2017