Den Networks Ltd Directors Report.

Dear Members,

Your Directors have the pleasure in presenting the Twelfth Annual Report on the business & operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended 31st March, 2019 is summarized below:

(Rs. in million)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 10,093.41 10,644.47 12,060.65 12,851.01
Profit/(loss) before interest, depreciation and exceptional items 1,325.37 1,739.21 2,236.43 3,075.98
Less: Interest 556.49 596.01 586.55 660.51
Depreciation and amortisation expenses 1,452.68 1,442.17 2,415.70 2,485.90
Exceptional items 1,507.00 158.90 2,111.00 1.11
Share of profit/ (loss) of Associates - - (53.94) (5.90)
Profit/(loss) for the year (2,190.80) (457.87) (2,876.82) (71.54)
Total tax expense (including Current tax and deferred tax) - (148.08) 128.68 99.65
Profit/(loss) after tax (2,190.80) (309.79) (3005.50) (171.19)
Add: Other Comprehensive Income 9.15 3.06 13.57 3.41
Total Comprehensive Income for the year (2,181.65) (306.73) (2,991.93) (167.78)
Earnings Per Shares (in _) (Basic & Diluted) (9.19) (1.59) (11.63) (11.63)

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, the total revenue from operations was Rs. 10,093.41 million on standalone basis and Rs.12,060.65 million on consolidated basis as compared to the last years revenue of Rs.10,644.47 million on standalone basis and Rs. 12,851.01million on consolidated basis respectively. The post tax loss of your Company was Rs. 2,190.80 million on standalone basis and Rs. 3005.50 million on consolidated basis as compared to the last years Post tax loss was Rs. 309.79 million on standalone basis and Rs. 171.19 million on consolidated basis respectively. In view of the losses, the Company does not propose to transfer any money to the reserves.

OPERATIONAL HIGHLIGHTS TRAI Order Implementation

Telecom Regulatory Authority of India (TRAI), in March, 2017, notified the ‘New Regulatory Framework (the New Framework) for Broadcasting and Cable services. The new framework, with the objective to bring in complete transparency in giving freedom for the customer to choose the content he wants to pay and also with respect to revenue share among the stakeholders in the value chain, came into effect on 29th December 2018. However, to provide sufficient time to subscribers for exercising their options, the Authority provided time up to 31st January 2019. Further, TRAI issued press release on 12th February 2019 extended the time for migration till 31st March 2019.

DEN has launched competitive packages keeping in mind consumer preferences, affordability and competition from DTH/MSOs and successfully migrated all the consumers to either packs chosen by consumers or best fit packs of DEN.

Benefit of new tariff order will start flowing in the financial year 2019-20 in terms of:

• Freedom of selection of channels.
• Better transparency with respect to revenue share and fair competition among stakeholders in the value chain.
• New pricing mechanism is being evolved including long tail channels which will optimise the consumer pricing.
• Cable distribution Industry has become a choice driven subscription model which will provide consumer access to better content as competitive prices making consumer the King.

DIVIDEND

Considering the losses incurred during the year under review, your Directors have not recommended any dividend for the financial year ended 31st March, 2019. The Dividend Distribution Policy of the Company, can be assessed through web link http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL STRUCTURE

Pursuant to the approval of shareholders of the Company dated 14th November, 2018, the Authorized Share Capital of the Company has been increased from INR. 200,00,00,000 divided into 20,00,00,000 Equity Shares of INR.10 each to INR. 500,00,00,000 divided into 50,00,00,000 equity shares of INR. 10 each.

Preferential Allotment

During the year, the Company has allotted on preferential basis 28,14,48,000 equity shares at a price of Rs. 72.66 each including premium of Rs. 62.66 per share to the following entities (the ‘Acquirers) aggregating to Rs. 2,045 crores representing 58.98% of post-preferential allotment equity share capital of the Company:-

Name of the Acquirers No. of Equity Shares
Jio Futuristic Digital Holdings Private Limited 13,68,47,150
Jio Digital Distribution Holdings Private Limited 7,12,48,280
Jio Television Distribution Holdings Private Limited 7,33,52,570
Total 28,14,48,000

The Acquirers have acquired sole control of the Company and the Acquirers together with the Persons Acting in Concert (PACs) namely Reliance Industries Limited (RIL), Digital Media Distribution Trust, Reliance Content Distribution Limited and Reliance Industrial Investments and Holdings Limited have become part of the ‘Promoter And Promoter Group of the Company pursuant to the: (a) aforesaid preferential allotment; and (b) purchase by Jio Futuristic Digital Holdings Private Limited (one of the Acquirers) of 3,35,85,000 equity shares of the Company representing 7.04% of the post-preferential allotment paid-up equity share capital from Shri Sameer Manchanda and Verve Engineering Private Limited. Further, prior to the said acquisitions, Reliance Ventures Limited (RVL), Reliance Strategic Investments Limited (RSIL) and Network18 Media and Investments Limited (NW18) (RVL and RSIL are wholly-owned subsidiaries of RIL, Independent Media Trust (of which RIL is the sole beneficiary) owns and controls 73.15% of the paid-up equity share capital of NW18 (directly and indirectly through companies wholly owned and controlled by it)) together were holding 26,46,968 equity shares constituting 0.55% of the post-preferential allotment paid-up equity share capital of the Company. Post the aforesaid acquisitions by the Acquirers, RVL, RSIL and NW18 have also become part of the ‘Promoter and Promoter Group of the Company.

Open Offer

Further, on 5th March, 2019, the Acquirers acquired an aggregate of 5,74,89,612 equity shares representing 12.05% of the total paid-up equity share capital of the Company pursuant to an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, as at 31st March, 2019, the aggregate holding of the Acquirers, RVL, RSIL and NW18 in the Company stood at 37,51,69,580 equity shares of the Company representing 78.62% of the total paid-up equity share capital of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section, forming part of the Annual Report.

CREDIT RATING

The Company has obtained credit rating for its Borrowing Programme viz. Term Loans & Working Capital Facilities from ICRA Limited. Further, details on the Credit Ratings are given in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India ("SEBI"). The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is attached as part of the Annual Report. This report inter-alia contains initiative w.r.t. stakeholder relationship, customer relationship, sustainability, health and safety.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sameer Manchanda (DIN: 00015459), shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. In terms of Section 161 of the Act, the Board of Directors of the Company on 29th March, 2019, have appointed Mr. Anuj Jain (DIN: 08351295), Ms. Geeta Fulwadaya (DIN:03341926) and Mr. Saurabh Sancheti (DIN: 08349457) as additional directors of the Company. As per the provisions of section 161 of the Act, Mr. Anuj Jain, Ms. Geeta Fulwadaya and Mr. Saurabh Sancheti, shall hold office up-to the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Company has received requisite notices in writing from a member proposing their candidature for their appointment at the ensuing Annual General Meeting of the Company, as Non-Executive Directors, liable to retire by rotation. The aforesaid re-appointment and appointments have been recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company.

The terms of office of Mr. Ajaya Chand (DIN: 02334456), Mr. Atul Sharma (DIN: 00308698) and Mr. Robindra Sharma (DIN: 00375141) as Independent Directors, will expire on the conclusion of the twelfth Annual General Meeting of the Company. The Board of Directors, based on the performance evaluation and the recommendations of the Nomination and Remuneration Committee, has recommended for the approval of shareholders, the re-appointment of-

i. Mr. Ajaya Chand for a second term of three consecutive
up-to 22nd September, 2022;
ii. Mr. Atul Sharma for a second term of three consecutive
up-to- 22nd September, 2022;

The Board considers that, given their background, experience and contribution made by them during their tenure, the continued association of Mr. Ajaya Chand and Mr. Atul Sharma would be bene_cial to the Company.

Mr. Robindra Sharma,Independent Director has not sought the reappointment. The Board places on record its appreciation for the valuable contribution made by Mr. Robindra Sharma during his tenure as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act read with Regulation 16 of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Mr. Sameer Manchanda was re-appointed as Chairman and Managing Director of the Company for a period of 3 years commencing from 10th September, 2018 up to 09th September, 2021, by the members of the Company through the Postal Ballot dated 7th September, 2018.

During the year under review, Mr. Krishna Kumar P. T Gangadharan (DIN: 00090715) and Mr. Ankur Ambika Sahu (DIN: 03623120), Non-Executive Nominee Directors, resigned as Directors with effect from 02nd August, 2018 and 05th December, 2018 respectively. The Board places on record its appreciation for the contributions made by them during their tenure as Directors of the Company. In accordance with the provisions of section 178 (3) of the Act, the Board of Directors of the Company has formulated the policy for Selection of Directors and determining Directors Independence setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to Remuneration of Directors, Key Managerial Personnel and Senior

Management Personnel. The Board of Directors have revised Nomination and Remuneration Policy based on the recent amendments in the Listing Regulations. The aforesaid policies are available at www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

Key Managerial Personnel:

Mr. Himanshu Jindal was appointed as Chief Financial Officer of the Company on 4th April, 2018 replacing Mr. Rajesh Kaushall who has resigned on 3rd April, 2018.

Mr. Satyendra Jindal was appointed as Chief Financial Officer of the Company on 16th April, 2019 replacing Mr. Himanshu Jindal who has resigned on 30th November, 2018.

Save and except aforementioned, there was no other change in Directors and Key Managerial Personnel of the Company.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent years Directors) which includes criteria for performance evaluation.

In accordance with the manner specified by the Nomination and years Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees, and Individual Directors (including Independent Directors). The Independent Directors separately carried out evaluation of Chairperson, Non- Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, the Listing Regulations and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

A statement containing the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2019 is given pursuant to Section 129(3) of the Act read with rule 5 and 8 of the Companies (Accounts) Rules, 2014 in AOC-1 as "Annexure A".

During the year under review, pursuant to an order of the Honorable Regional Director, Northern Region dated 06th July, 2018, eight wholly owned subsidiary companies of DEN Ambey Cable Network Pvt. Ltd ( a Subsidiary of the Company) namely Portrait Cable Network Private Limited, Saturn Digtial Cable Private Limited, Star Channel Den Network Private Limited, Den Ambey Citi Cable Network Private Limited, Den Ambey Jhansi Cable Network Private Limited, Den Deva Cable Network Private Limited, Melody Cable Network Private Limited and Den Ambey Farukabad Cable Network Private Limited have been merged into DEN Ambey Cable Network Pvt. Ltd.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Act. The financial statements of the subsidiary companies are also uploaded on the Companys website http://www.dennetworks. com/index.php/Investors#financial-result. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The Company has formulated a policy for determining material subsidiaries and the same is placed on the Companys website at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

SECRETARIAL STANDARDS

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2019, the Board of Directors state that:

a) In the preparation of the annual accounts for the year 31st March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met 8 times during the financial year ended 31st March, 2019. Details of the meetings of the Board held and attended by Directors are given in the Corporate Governance Report

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. Ajaya Chand, Ms. Archana N. Hingorani and Mr. Robindra Sharma, Non-Executive Indeptentent Directors. The Audit Committee met 5 times during the financial year 2018-19. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of Mr. Ajaya Chand, Mr. Robindra Sharma, Independent Directors and Mr. Sameer Manchanda, Chairman and Managing Director of the Company. The scope and terms of reference of the said Committee are in accordance with Section 178 of the Act and were approved by the Board of Directors in accordance with the provisions of the Act and Listing Regulations. The Committee met 3 times during the financial year 2018-19. All the recommendations made by the Committee were accepted by the Board. The details about the meetings of the Committee during the financial year 2018-2019 is available in ‘Corporate Governance Report and hence not repeated here for the sake of brevity.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Ajaya Chand, Mr. Robindra Sharma, Independent Directors and Mr. Sameer Manchanda, Chairman and Managing Director of the Company. The Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy. The CSR Policy of the Company inter-alia covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year. The CSR policy of the Company is available on the website and may be accessed at the link http://www.dennetworks. com/index.php/corporate-announcement#corporate-governance. Since the Company has no profits in the immediately preceding 3 (three) financial years, no amount was required to be spent for Corporate Social Responsibility activities. The Statutory disclosure with respect to CSR activities is annexed herewith as "Annexure B".

OTHER BOARD COMMITTEES

In compliance with the provisions of the Act and Listing Regulations, the Board has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of the composition, dates of meetings, attendance and terms of reference of each of the Committees are disclosed in the Corporate Governance Report, which forms part of this report.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of Overseeing implementation/ Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed. Further, details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managements Discussion and Analysis section, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementations of audit recommendations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. In staying true to its values of Strength, Performance and Passion and in line with its vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. It also provides for adequate safeguards against victimization of employees who avail of the mechanism, and allows direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee oversees the Vigil Mechanism. The policy on Vigil Mechanism and Whistle Blower has also been uploaded on the web-site of the Company www.dennetworks.com.

RELATED PARTY TRANSACTIONS

All the related party transactions were entered on arms length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transactions was presented before the Audit Committee on a quarterly basis.

During the year, the Company had not entered into any contract/ arrangement/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is posted on the Companys website and may be accessed at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance.

The details of the transactions with Related Parties are provided in Note No. 33 to the standalone financial statement.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED

Particulars of loans given, guarantees given, investments made and securities provided by the Company required under section 186(4) of the Act are contained in Note No. 33 of the Standalone Financial Statements and are not reproduced for the sake of brevity.

EMPLOYEES STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The Objective of ESOP is to give benefit to eligible employees with a view to attract and retaining the best talent, encouraging employees to align individual performance with Company objectives, and promoting increased participation by them in the growth of the Company.

The details of ESOP Plans, including terms of reference and the requirements specified under Regulation 14 of the SEBI (Share-based Employee Benefits), Regulations, 2014 is available on the Companys website at http://www.dennetworks.com. The details of the employee stock options plans form part of the Notes to accounts of the financial statements in the Annual Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

The Company had appointed BSR & Associates LLP, Chartered Accountants (Firm Registration No.: 116231W/W-100024) as Auditors of the Company for a period of five years at the Annual General Meeting of the Company held on 19th September, 2018. The Company made a Preferential Allotment of 28,14,48,000 Equity Shares of the Company ("DEN Networks Limited") on 4th February, 2019 to Jio Futuristic Digital Holdings Private Limited, Jio Digital Distribution Holdings Private Limited and Jio Television Distribution Holdings Private Limited (collectively be referred as "allottees"). The allottees jointly holding 78.62% and belong to Reliance Group. BSR & Associates LLP were providing certain services to Reliance Industries Limited and its Subsidiary Companies. In view of this and in compliance with the provisions of the Act, they tendered their resignation from the office of Auditors with effect from 4th February, 2019, resulting into a casual vacancy in the office of Auditors of the Company under the provisions of Section 139(8) of the Act. The shareholders of the Company in the Extra-Ordinary General Meeting held on 15th April, 2019 have approved the appointment of M/s Chaturvedi & Shah LLP, Chartered Accountants ( Registration No. 101720W/W100355) as Auditors of the Company to hold office upto the conclusion of Twelfth Annual General Meeting of the Company. The Board of Directors in their meeting held on 16th April, 2019, subject to the approval of shareholders, has proposed the appointment of M/s Chaturvedi & Shah LLP, Chartered Accountants as Auditors of the Company for a period of 5 years i.e., from the conclusion of Twelfth Annual General Meeting to the conclusion of Seventeenth Annual General Meeting. The Company has received a confirmation that they are not disqualified to act as the Auditors and are eligible to hold the office of the Auditors of the Company. The Board recommends their appointment as Auditors for approval of shareholders.

Report of Statutory Auditors

The notes to the financial statements, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further comments. The Auditors Report does not contain any qualification,reservation, adverse remarks or disclaimer.

Secretarial Auditors

The Board has appointed M/s NKJ & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report issued by M/s NKJ & Associates, Company Secretaries in Form MR-3 for the financial year 2018-19 forms part to this report and the same is attached as "Annexure C". The said report does not contain any qualification, reservation or adverse remark save and except that the Secretarial Auditor has made an observation with regard to delay in reconstitution of the Audit Committee.

Your Directors state that during the year under review, Mr. Krishna Kumar P. T Gangadharan, Director and member of the Audit Committee resigned on 2nd August, 2018 reducing the strength of the Audit Committee to two members . The Audit Committee was, thereafter, reconstituted on 17th October, 2018 by inducting a new member.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, the Company has maintained cost accounts and records. The Board had appointed M/s Ajay Kumar Singh & Company , Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost records for the financial year 2018-19. Further, they have been appointed as the Cost Auditors by the Board for the financial year 2019-20.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same shall be furnished on request.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in Business Responsibility Report, which forms part of this Report. During the year under review, no complaint was received by the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. However, during the year under review Company has not received any complaint of harassment. Your Directors further state that during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, Annual Returns for the year 2018-19 and 2017-18 are put up on the website of the Company and may be accessed at the link: https://www. dennetworks.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

i) Conservation of Energy:
T he Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.
ii) Technology absorption:
The Company is not engaged in manufacturing activities therefore, disclosures on technology absorption and conservation of energy etc. are not applicable.
iii) Foreign Exchange Earnings and Outgo:
Disclosure of foreign exchange earnings and outgo is given in "Notes to the financial statements" forming part of the Audited Annual Accounts, the summary of foreign exchange earnings and outgo are mentioned below:

 

(Rs. in million)
Foreign Exchange Earnings : - NIL
Foreign Exchange Outgo : - 483.72

GENERAL

During the year under review:

1) The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under 7 any scheme. Voting rights on the shares issued to employees in earlier years under Employee Stock Option Schemes of the Company are either exercised by them directly or through their appointed proxy.

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

4) No significant or material orders were passed by the or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

6) The Company does not have any scheme of provision money for the purchase of its own shares by employees or by trustees for the benefit of employees.

7) No fraud has been reported by the Auditors to the committee or the Board

8) There is no Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Government, Companys Bankers and business partners/for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place Regulators on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors
Sameer Manchanda
Date: 19th August, 2019 Chairman Managing Director
Place: New Delhi DIN: 00015459