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Network 18 Media & Investments Ltd.

BSE: 532798 Sector: Others
NSE: NETWORK18 ISIN Code: INE870H01013
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OPEN 51.90
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VOLUME 64446
52-Week high 59.25
52-Week low 30.50
P/E
Mkt Cap.(Rs cr) 5,397
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Network 18 Media & Investments Ltd. (NETWORK18) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 21st Annual Report and the

Company 's audited financial statement for the financial year ended March 31 2016.

Financial Results

The financial performance of the Company for the year ended March 31 2016 issummarized below:

Rs in Crores

Particulars 2015-16 2014-15
Revenue from operations 67.30 74.32
Operating loss (41.31) (18.24)
Profit/(loss) before exceptional items and prior period expenses (90.96) (67.82)
Exceptional items and prior period expenses - (expense)/income (619.73)
Profit/(loss) before tax (90.96) (687.55)

Results of operations and the State of Company 's affairs

During the year under review the Company recorded an operating turnover of Rs 67.30Crores (previous year Rs 74.32 Crores). The consolidated revenue from operations was Rs3403.31 Crores as against Rs 3126.57 Crores in previous year and Profit before taxexceptional items and prior period expenses on a consolidated basis was Rs 86.40crore (previous year Rs 29.41crores).

Dividend

In view of the losses the Board of Directors have not recommended any dividend for theyear under review.

Management 's Discussion and Analysis Report

Management 's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.

Deposits

The Company has discontinued accepting fresh Fixed Deposits or renewing any depositsw.e.f. April 12014. The Company had repaid all the deposits and interest thereon.However as on March 31 2016 deposits and interest thereon aggregating to Rs 2.83 croresremained unclaimed.

Employees Stock Option Schemes

The Company has implemented the Employees Rs Stock Option Schemes in accordance withthe applicable Regulations Prescribed by the Securities and Exchange Board of India (SEBI)and the resolutions passed by the Members of the Company. The Certificate(s) of theStatutory Auditors confirming the same shall be placed before the ensuing Annual GeneralMeeting for inspection by the Members. During the year there is no change in theEmployees Rs Stock Option Schemes of the Company. The Nomination and RemunerationCommittee of the Board of Directors of the Company inter alia administrators andmonitors the Employees Stock Option Schemes.

The issue of equity shares pursuant to exercise of options does not affect theStatement of Profit and Loss of the Company as the exercise is made at the market priceprevailing as on the date of the grant plus applicable taxes.

Voting rights on the shares issued to employees under the Employees Rs Stock OptionSchemes are either exercised by them directly or through their appointed proxy.

The applicable disclosures with regard to the Employees Rs Stock Option Schemes underthe Securities and Exchange Board of India (Share based Employee Benefits) Regulations2014 are disclosed on the website of the Company at www.network18online.com and also provided inthe notes forming part of the Financial Statement for the financial year ended March312016.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

The detailed Corporate Governance Report of the Company in pursuance of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report of the Company. The requisite Certificate from aPracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Regulations is attached to the CorporateGovernance Report.

Credit Rating

ICRA Limited — the Credit Rating Agency a subsidiary of Moody 's has assignedfollowing Credit Ratings to the Company.

Particulars Ratings
Long Term Borrowing (Bank Loan/NCDs) of Rs 500 Crores [ICRA] AA+
Long Term Fund based limits of Rs 10 Crores [ICRA] AA+
ShortTerm Bank Facilities of Rs 230 Crores [ICRA] A1 +
Commercial Paper Programme aggregating to Rs 500 Crores [ICRA] A1 +

Directors and Key Managerial Personnel

Mr. Prasoon Joshi was appointed as an Additional Director (Independent) w.e.f. January15 2016 for a term of five years and he shall hold office as Additional Director upto thedate of the ensuing Annual General Meeting. The Company has received requisite notice inwriting from a member proposing his candidature for appointment at the ensuing AnnualGeneral Meeting as Independent Director not liable to retire by rotation.

During the year under review Mr. Raghav Bahl resigned from the Directorship of theCompany with effect from February 8 2016 due to his preoccupations. The Board places onrecord appreciation for the valuable contribution made by him during his tenure.

Mr. Vinay Chand Chhajlani Non Executive Director of the Company shall retire byrotation at the ensuing Annual General Meeting of the Company. However being eligible hehas offered himself for reappointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 read with Regulation 16 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

The following policies of the Company are annexed herewith and marked as Annexure IAand Annexure IB respectively:

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

The Company has formulated a policy on performance evaluation of the IndependentDirectors Board and its Committees Chairman of the Board and other individualDirectors.

On the basis of policy for performance evaluation of the Independent Directors Boardand its Committees Chairman of the Board and other individual Directors a process ofperformance evaluation was carried out.

Mr. A.R Parigi ceased to be the Group Chief Executive Officer- Network18 and a KeyManagerial Personnel of the Company w.e.f. September 30 2015.

Subsidiaries / Joint Ventures / Associate Companies

The development in business operations/performance of the major subsidiaries/ JointVentures / Associate Companies forms part of the Management 's Discussion and AnalysisReport.

During the year under review Stargaze Entertainment Private Limited ceased to beCompany 's subsidiary. Further during the year under review Fantain Sports PrivateLimited Spacebound Web Labs Private Limited and Big Tree Entertainment Singapore PTE Ltdhave become subsidiaries of the Company. The performance and financial information of theSubsidiary Companies / Joint Ventures / Associate Companies is disclosed in theConsolidated Financial Statement.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Accounting Standard (AS)-21 on Consolidated Financial Statement read with AS-23on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interestsin Joint Ventures the audited consolidated financial statement is provided in the AnnualReport.

Number of Meetings of the Board

During the financial year ended on March 31 2016 five Board Meetings were held.Further details of the meetings of the Board and its Committee are given in CorporateGovernance Report forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman) Mr. DeepakShanfilal Parekh Mr. Dhruv Subodh Kaji Independent Directors and Mr. Rohif Bansal Non-Executive Director. All the recommendations made by the Audit Committee were accepted bythe Board. During the year under review five Audit Committee Meetings were held. Furtherdetails of Meetings of the Audit Committee are given in Corporate Governance Reportforming part of the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 312016 the applicable Accounting Standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;

ii) 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 2016 and of the loss ofthe Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the Directors have prepared the annual accounts of the Company for the financialyear ended March 312016 on a Rs going concern Rs basis;

v) the Directors have laid down infernal financial control to be followed by theCompany and that such infernal financial control are adequate and were operatingeffectively; and

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

Risk Management

The Board of Directors of the Company is responsible for the direction andestablishment of infernal controls to mitigate material business risks. The Company hasformulated and adopted a Risk Management Policy to identify the element of risk forachieving its business objective and to provide reasonable assurance that all the materialrisks will be mitigated.

Internal Financial Controls

The Company has adequate system of infernal financial controls to safeguard and protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The infernal auditor of the Company also checks andverifies the infernal financial control systems and monitors them.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. AdilZainulbhai (Chairman) Mr. Rajiv Krishan Luthra Mr. Vinay Chand Chhajlani and Mr. RohifBansal. The Committee 's prime responsibility is to assist the Board in discharging itssocial responsibilities by way of monitoring implementation of the objectives set out inthe Rs Corporate Social Responsibility Policy Rs .

The CSR policy of the Company is available on its website and may be accessed at thelink: httD://www.network18online.com/reoorts/Dolicies/Network18-Policv-on-Coroorate-Social-ResDonsibilitv.Ddf.

In terms of CSR Policy of the Company the focus areas of engagement are as under:

o Addressing identified needs of the unprivileged through improving livelihoodalleviating poverty promoting education empowerment through vocational skills andpromoting health and well-being.

o Preserve protect and promote art culture and heritage

o Environmental sustainability ecological balance and protection of flora andfauna.

The Company would also undertake other need based initiatives in compliance withSchedule VII of the Companies Act 2013.

The Company has not yielded any profits during the previous three financial yearshence in terms of Section 135 of the Companies Act 2013 the Company was not required tospend any amount on CSR activities.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this endthe Company has adopted a policy on Vigil Mechanism and Whistle Blower. The Company hasconstituted an Ethics & Compliance Task Force to process and investigate a protecteddisclosure made under the policy. The confidentiality of those reporting violations ismaintained and they are not subjected to any discriminatory practice or victimization. TheAudit Committee oversees the Vigil Mechanism. The policy on Vigil Mechanism and WhistleBlower is available on the Company 's website and may be accessed at the link: httD://www.network18online.com/reDorts/Dolicies/IMetwork18-Viail-Mechanism-Dolicv.Ddf.

Related Party Transactions

All the related party transactions were entered on arms Rs length basis and were in theordinary course of business. Further the transactions with related parties were incompliance with applicable provisions of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (and erstwhile Listing Agreement entered into with the Stock Exchanges). Omnibusapproval is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all related party transaction is presented before the Audit Committee on aquarterly basis.

During the year the Company had not entered into any contract/ arrangement/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of Related Party Transactions. Also during theyear there were no contracts/arrangements/transactions with Related Parties which arerequired to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section188 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014. Thepolicy on dealing with Related Party Transaction and determining the materiality ofrelated party transactions is posted on the Company 's website and may be accessed at thelink: http:// www.network18online.com/reports/policies/materialitv_related_partvtransactions_policv_Network18.pdf.

The details of the transactions with Related Parties are provided in Note No. 31 to thestandalone financial statements.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporaryand trainees) are covered under this policy. During the year no complaint on SexualHarassment was received.

Particulars of Loans given Investments made Guarantees given and Securities provided

Details of Loans given Investments made Guarantees given and Securities provided bythe Company during the year are given in the note No. 13 14 16 41 and 45 to thestandalone financial statements.

Auditor and Auditors' Report

Statutory Auditor

Walker Chandiok & Co LLP Chartered Accountants New Delhi (ICAI Firm Regn No.001076N/N500013) were first appointed as the Statutory Auditors of the Company in the 16thAnnual General Meeting (AGM) held on September 9 2011 and therefore they would complete atenure of five years at the ensuing Annual General Meeting and are eligible forre-appointment as such for the further term of 5 years subject to ratification by themembers at every Annual General Meeting. The Company has received confirmation from themto the effect that their appointment if made shall be within the prescribed limits underthe Companies Act 2013 and that they are not disqualified for holding the office of theAuditors. Accordingly the Board recommends the appointment of the Statutory Auditors forfive years to hold office from the conclusion of the ensuing Annual General Meeting tillthe conclusion of 26th Annual General Meeting of the Company subject toratification by the members at every Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Cost Auditor

The Board had appointed Pramod Chauhan & Associates Cost Accountants (Regd. No.000436) as the Cost Auditors of the Company for the financial year 2015-16 for conductingthe audit of the Cost Records of the Company.

Secretarial Auditor

The Board had appointed Chandrasekaran Associates Company Secretaries to conduct theSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 312016 is annexed herewith and marked as Annexure II.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Particulars of Employees and Related Information

The information required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed with this report.

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136 (1) of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theregistered office of the Company during business hours and any member interested inobtaining such information may write to the Company Secretary and the same shall befurnished on request.

Extract of Annual Return

Extract of the Annual Return in the prescribed format is annexed with this report andmarked as Annexure III.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 relevant disclosure are given below:

a) Conservation of Energy

The Company is not an energy intensive unit hence alternate source of energy may notbe feasible. However regular efforts are made to conserve the energy. The Companyevaluates the possibilities and various alternatives to reduce energy consumption.Further use of low energy consuming LED lightings is being encouraged.

b) Technology Absorption

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

The Company is not engaged in manufacturing activities therefore certain disclosureson technology absorption and conservation of energy etc. are not applicable.

During the year there is no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review the Company earned Rs 33.09 Crores of ForeignExchange and used Rs 1.95 Crores of Foreign Exchange both on actual basis.

General

During the year under review:

1. The Company had not issued any equity shares with differential voting rights as todividend voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to employeesof the Company under any scheme save and except allotment of shares pursuant to EmployeeStock Option Scheme as referred in this report.

3. No significant and/or material order was passed by any Regulator/ Court/Tribunalwhich impacts the going concern status of the Company or its future operations.

4. No fraud has been reported by Auditors to the Audit Committee or the Board.

Acknowledgment

Your Directors wish to place on record their appreciation for the faith reposed in theCompany and continuous support extended by all the employees members customers jointventure partners investors government authorities and bankers.

For and on behalf of the Board of Directors

Adil Zainulbhai

Chairman

Place : Mumbai

Date : 20 April 2016

Annexure IA

Policy for Selection of Directors and determining Directors Independence

1. Introduction

1.1 Network18 Media & Investments Limited (the "Company" or"Network18") believes that an enlightened board of Directors ("Board")consciously creates a culture of leadership to provide a long-term vision and policyapproach to improve the quality of governance. Towards this Network18 ensuresconstitution of a Board with an appropriate composition size diversified expertise andexperience and commitment to discharge their responsibilities and duties effectively.

1.2 Network18 recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. Network18 aims to have an optimum combination of executiveDirectors nonexecutive Directors and Independent Directors.

2. Scope and Purpose:

2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as Independent Directors ofthe Company.

3. Terms and References:

Unless defined elsewhere in this Policy the following terms shall have the followingmeanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Nomination and Remuneration Committee" means the committeeconstituted by Network18 's Board in accordance with the provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

3.3 "Independent Director" means a director referred to in subsection(6) of Section 149 of the Companies Act 2013 and Regulation 16 (1)(b) of the ListingRegulations.

4. Policy:

4.1 Qualificationsandcriferia

The Nomination and Remuneration Committee and the Board shall review on an annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a Board with diverse background andexperience that are relevant for the Company 's operations.

In evaluating the suitability of individual Board members the Nomination andRemuneration Committee shall take info account many factors including the following:

o General understanding of the Company 's business dynamics global business andsocial perspective;

o Educational and professional background;

o Standing in the profession;

o Personal and professional ethics integrity and values; and

o Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

o Shall possess a director 's identification number;

o Shall not be disqualified under the Companies Act 2013;

o Shall give his written consent to act as a Director;

o Shall endeavour to attend all Board meetings and wherever he is appointed as aBoard committee ("Committee") member the Committee meetings;

o Shall abide by the Code of Conduct established by the Company for Directors andsenior management personnel;

o Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

o Such other requirements as may be prescribed from time to time under theCompanies Act 2013 Listing Regulations and other relevant laws.

The Nomination and Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the Company 's business.

4.2. Criteria of Independence

The Nomination and Remuneration Committee shall assess the independence of Directors atthe time of appointment / reappointment and the Board shall assess the same annually. TheBoard shall re-assess determinations of independence when any new interests orrelationships are disclosed by a Director.

The criteria of independence as laid down in Companies Act 2013 and the ListingRegulations is as below: An independent director in relation to a company means adirector other than a managing director or a whole-time director or a nominee director -

a. who in the opinion of the board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the company or its

holding subsidiary or associate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e. who neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to fen per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or

(iv) is a chief executive or director by whatever name called of any non-profitorganization that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

(v) is a material supplier service provider or customer or a lessor of lessee of thecompany.

f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company 's business.

g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age.

The Independent Directors shall abide by the "Code for

Independent Directors" as specified in Schedule IV to the

Companies Act 2013.

4.3. Other Directorships/Committee Memberships

4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that ifdoes not interfere with their role as directors of the Company. The Nomination andRemuneration Committee shall take into account the nature of and the time involved in aDirector 's service on other Boards in evaluating the suitability of the individualDirector and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be public limited companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

4.3.4 A Director shall not be a member in more than 10 committees or act as chairman ofmore than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committees audit committee andstakeholders Rs relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under Section 8 of the Companies Act 2013 shall beexcluded.

Annexure IB

Remuneration Policy for Directors Key Managerial Personnel and other employees

1. Introduction:

1.1 Network18 Media & Investments Limited ("Network18" or the"Company") recognizes the importance of aligning the business objectives withspecific and measurable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its Directors Key Managerial Personnel and otheremployees ("Policy") keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate only Directors of the quality required to runthe company successfully;

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks; and

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

2. Scope and Purpose:

2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the board of Directors of the Company ("Board")the remuneration of the Directors Key Managerial Personnel and other employees of theCompany.

3. Terms and References:

Unless defined elsewhere in this Policy the following terms shall have the followingmeanings:

3.1. "Director" means a director appointed to the Board of theCompany.

3.2. "Key Managerial Personnel" means

(i) the chief executive officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the chief financial officer; and

(v) such other officer as may be prescribed under the Companies Act 2013

3.3. "Nomination and Remuneration Committee" means the committeeconstituted by Network18 's Board in accordance with the provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

4. Policy:

4.1. Remuneration To Executive Directors And Key Managerial Personnel

4.1.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the executive Directors("Executive Directors") within the overall limits approved by the shareholdersof the Company.

The Board on the recommendation of the Nomination and Remuneration Committee shallalso review and approve the remuneration payable to the Key Managerial Personnel of theCompany.

The remuneration structure to the Executive Directors and Key Managerial Personnel mayinclude the following components:

(i) Basic pay

(ii) Perquisites and allowances

(iii) Stock options

(iv) Commission (applicable in case of Executive Directors)

(v) Retiral benefits

(vi) Annual performance bonus

(vii) Other perquisites / facilities (including loans/advances) as per the prevalentpolicies and practices of the Company

4.1.2 The Annual Plan and Objectives for senior executives and Executive Directorsshall be reviewed by the Nomination and Remuneration Committee and the annual performancebonus will be approved by the Nomination and Remuneration

Committee based on the achievements against the Annual Plan and Objectives.

4.2. Remuneration to Non-Executive Directors

The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the non-executive Directors("NonExecutive Directors") within the overall limits approved by theshareholders of the Company.

Non-Executive Directors shall be entitled to sitting fees for attending the meetings ofthe Board and the committees thereof. The Non-Executive Directors may also be entitled toprofit related commission in addition to the sitting fees as may be decided by theshareholders of the Company from time to time.

4.3. Remuneration to other Employees

Employees are assigned grades according to their qualifications and work experiencecompetencies as well as their roles and responsibilities in the organization. Individualremuneration is determined within the appropriate grade and is based on various factorssuch as job profile skill sets seniority experience and prevailing remuneration levelsfor equivalent jobs.

Remuneration and other perquisites / facilities (including loans/ advances) shall begoverned by the prevalent policies and practices of the Company.

Annexure II

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

The Members

Network18 Media & Investments Limited

First Floor Empire Complex

414- Senapati Bapat Marg

Lower Parel Mumbai-400013

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Nefwork18 Media &Investments Limited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company 's books papers minute books forms andreturns hied and other records maintained by the Company and also the information providedby the Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns hied and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Ad 1956 ( Rs SCRA Rs ) and the rules madethereunder;

(iii) The Depositories Ad 1996 and the Regulations and Bye-laws framed thereunder tothe extent of Regulation 55(A);

(iv) Foreign Exchange Management Ad 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Ad 1992 ( Rs SEBI Ad Rs ):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The erstwhile Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992 and the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 (notified with effect of 15.05.2015);

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based employee Benefits)Regulations 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Not applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client tothe extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; Not applicable and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; Not applicable.

(vi) The other laws as informed and certified by the management of the Company whichare specifically applicable to the Company based on their sector/ industry are:

1. The Press and Registration of Books Ad 1867.

2. Ministry of Information and Broadcasting Guidelines related to:

(i) Publication of Foreign Newspapers and Periodicals Dealing with News and CurrentAffairs.

(ii) Publication of Facsimile Editions of Foreign Newspapers.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of Indiaeffective from 01.07.2015.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Limited and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 effective from 01.12.2015.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofNon-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the

Board Meetings agenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there was no event having major bearingon the Company 's affairs in pursuance of the above referred laws rules regulationsguidelines standards etc. Further during the year the Company has shifted itsregistered office from the jurisdiction of Registrar of Companies NCT of Delhi andHaryana to the Registrar of Companies Maharashtra Mumbai.

Rupesh Agarwal
Partner
Chandrasekaran Associates
Company Secretaries
Date: April 20 2016 Membership No. A16302
Place: New Delhi Certificate of Practice No.: 5673

Note: This report is to be read with our letter of even date which is annexed asAnnexure A to this report and forms an integral part of this report.

Annexure-A to the Secretarial Audit Report

The Members

Network18 Media & Investments Limited

First Floor Empire Complex

414- Senapati Bapat Marg

Lower Parel Mumbai-400013

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct fads are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Rupesh Agarwal
Partner
Chandrasekaran Associates
Company Secretaries
Date: April 20 2016 Membership No. A16302
Place: New Delhi Certificate of Practice No.: 5673