UTV Software Communications Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 28th Annual Report on the Companys business and operations, together with audited financial statements and accounts for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS:
				(Rs in Millions)
	Consolidated		Standalone
Particulars	Year ended 2017-18	Year ended 2016-17	Year ended 2017-18	Year ended 2016-17
Revenue from Operations	9,962.79	13,057.87	5,692.62	8,387.22
Other Income	168.50	322.99	77.44	257.07
TOTAL INCOME	10,131.29	13,380.86	5,770.06	8,644.29
Direct Cost	4,719.56	8,180.58	2,670.91	5,860.97
Employee Benefit Expense	1,153.92	1,642.15	612.58	1,137.06
Depreciation and Amortization Expense	181.33	640.22	475.78	933.77
Finance Cost	51.83	929.10	37.51	870.45
Other Expenses	2,032.76	1,674.59	969.67	857.56
TOTAL EXPENSES	8,139.40	13,066.64	4,766.45	9,659.81
Less: Exceptional Item	-	541.68	(839.22)	613.43
PROFIT/(LOSS) BEFORE TAX	1,991.89	(227.46)	1,842.83	(1,628.95)
Less: Tax Expenses
Current Tax	47.96	87.40	-	3.73
Deferred Tax	1.83	71.06	-	-
PROFIT/(LOSS) OF THE YEAR	1,942.10	(385.92)	1,842.83	(1,632.68)

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per Indian Accounting Standards (Ind AS).

During the financial year ended March 31, 2018, your Company on a standalone basis had recorded Revenue from Operations of 5,692.62 million as compared to 8,387.22 million recorded during the previous financial year ended March 31, 2017. The Net Profit of your Company for the financial year ended March 31, 2018 stood at 1,842.83 million as compared to Loss of 1,632.68 million for the financial year ended March 31, 2017. There are no material changes and commitments which have occurred between the end of the financial year ended on March 31, 2018 to which these financial statements relate and the date of this report, which may affect the financial position of the Company. or material orders Duringthefinancialyear2017-18,no significant were passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

Further, the Company has a comprehensive framework for evaluating entity level controls. There are no elements of risk which threatens the existence of the Company.

2. BUSINESS OVERVIEW:

Company Overview

In year 2017, India became the second largest smartphone market in the world, and with further reductions in data costs, is poised to be one of the largest markets for online video consumption. Year 2017 saw the Media and

Entertainment industry in India firmly pivot its focus to digital, with multiple pieces of content being released first (or only) online. Our Company is very optimistic about being able to further build and monetize its assets digitally. The Company is committed to its integrated business model, and is focused on utilizing the internet in every business area. This year also experienced the introduction of GST and the near complete digitization of TV distribution. The global parent of our Company has re-organized its business areas to better focus on delivering content direct to consumers, and our Company remains committed to the same endeavor.

Our global parent (The Walt Disney Company, USA) in December 2017 began a bid to acquire the assets of 21st Century Fox, a process which is still underway. The proposed acquisition would help our Company to better create and deliver content to the consumers.

Studios

Marvel movies have become a mass pop-culture phenomenon in India, with Thor: Ragnarok and Black Panther achieving unprecedented success at the box office. Black Panther continued the trend established by Doctor Strange, that a

Marvel film does not need established characters to succeed. Ticket sales continued to have a sizeable contribution from dubbed language releases, confirming that Marvel has truly connected with viewers across the country. This large fan-base helped push April 2018s Avengers: Infinity War to the highest box office collection by a Hollywood movie ever in India, breaking the earlier record held by The Jungle Book. This was soon followed by Julys release of Incredibles 2, which became the highest grossing animation movie of all time in India. These milestones justify the Companys decision to focus on the Hollywood slate.

Syndication business

The demand for our content assets from third party platforms, both global and local and across various formats, continues to be strong. Our Company has forged lucrative partnerships with leading players across both Satellite and Digital, with the latter growing in prominence owing to the accelerated growth of online video viewership.

Live Entertainment

The Company continued its foray into the Live Entertainment business by entering into a licensing arrangement with a local producer to launch a local version of the Disneys Aladdin musical in India. The production was launched in Mumbai in April 2018, and completed a very successful month-long run in the city. It has since moved to Delhi, with potential future seasons in Hyderabad and Mumbai being planned. The response from the audience in Mumbai and Delhi has been very enthusiastic, with the successful ‘localization of the musical receiving global accolades.

Media Networks

The television audience in India continued to grow, at the upper end (HD channel viewers) as well as the lower-end (FreeDish/ FTA channel viewers). The TV industry grew at 11.2% in year 2017, with growth in both Advertising and Distribution revenues. Near complete digitization led to increased collections from end consumers, and an increase in revenue realization by MSOs and Broadcasters.

Our Company continued to perform well in the Kids genre, with two of our channels – Disney Channel and Hungama – ranking in the Top 3 in terms of viewership for most weeks of the year. The Company launched a local animation series called Simple Samosa, developed in house, on prime time slots on Disney Channel in May 2018 and the audience reception has been positive. The aim is to strengthen our content pipeline in the Kids space with local animation that has a global appeal.

The Movie Channels genre continued to show an upside in ad sales interest, driven by strong performance of the genre as a whole in the BARC ratings measurement system. Our channels continued their successful and profitable performance from last year, with the dubbed versions of Marvel movies translating their success from the big screen. The Company also launched an HD channel in October 2017, Disney International HD, which is programmed with international live action content and caters to the underserved tween/teen segment in Urban India. The channel has received a very positive reaction from viewers, ranking among the top few English GEC HD channels. Our Company continues to pursue its omni-channel strategy for the brand Bindass, with web series like Dil Buffering and

Tere Liye Bro achieving strong traction on YouTube and Facebook. The Company also continued to build upon previous successes, with the release of the third chapter of Girl in the City in July 2018. The response to the same has been better than the earlier seasons, with millions of views on YouTube and Facebook.

Our Company had complied with the requirements of the Tariff Order from the Telecom Regulatory Authority of India

(TRAI) in 2016 with the filing of prices for each of our channels. The said Tariff Order was not implemented since it was sub-judice, but the matter has since been cleared in July 2018. The Company is set to re-file prices as per the appropriate directions received from TRAI in this regard.

Games and Interactive Business

Due to disruption and consolidation in the telecom industry, the embed business market as a whole continues to degrow. The Company has shifted its focus towards the subscription business, offering consumers game packs and video packs.

Licensing Business

The Consumer Products business of our Company continued to grow with growing affinity increased adoption of our products among multiple age groups. The business remains a steady contributor for the Company, with minimal volatility. The Company continued to increase its partnerships with online retailers, ensuring a sufficientpresence in the e-commerce space. Myntra, Amazon, FirstCry and Flipkart remain key relationships for the company. During the year, our Company was able to implement dedicated Store-in-Store portals on the major e-Commerce portals, in conjunction with tent-pole movie releases.

The Company also partnered with DLF Brands in Delhi to launch three licensed ‘Disney & Me stores selling exclusive merchandise in the National Capital Region in April 2018. The stores are a one-stop destination for merchandise across categories, with a focus on Fashion and Toys. The stores have outperformed initial expectations, with the fourth location opening in New Delhi in July 2018.

3. DISCLOSURE ON ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS:

The Company has prepared financial statements in accordance with Indian Accounting Standards (hereinafter referred to as the "Ind AS") as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

4. DIVIDEND & AMOUNT CARRIED TO RESERVES:

In order to conserve the resources to augment future growth, your Directors do not recommend any dividend for the financial year 2017-18.

Your Directors do not propose transfer of any amount to the General Reserves.

5. SUBSIDIARY COMPANIES:

As at March 31, 2018, the Company has the following subsidiaries viz.

(1) Disney Entertainment (India) Limited and its subsidiaries i.e. Genx Entertainment Limited, Disney Broadcasting (India) Limited and United Home Entertainment Private Limited (2) IG Interactive Entertainment Limited and its wholly owned subsidiary; Ignition Entertainment Limited - UK and further its step down wholly owned subsidiaries i.e. Ignition Entertainment Limited (USA) and Ignition London Limited (formerly known as Digi-Guys Limited) (3) UTV Communications (USA) LLC (4) UTV Games Limited and its subsidiary True Games Interactive, Inc.

As at March 31, 2018, IG Interactive Entertainment Limited, UTV Communications (USA) LLC and UTV Games Limited are wholly owned subsidiaries of your Company.

As at March 31, 2018, Disney Entertainment (India) Limited is a 57.43% subsidiary of your Company.

The statement pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)

Rules, 2014 containing the salient features of the financial statement of its subsidiaries in Form AOC 1 are annexed to the financial statements.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements, consolidated financial statements and separate audited financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company viz. www.utvgroup.com.

DISNEY ENTERTAINMENT (INDIA) LIMITED ("DEIL"):

DEIL was incorporated on June 06, 2007. DEIL continues to carry on the business of live entertainment and aggregating

& distributing channels outside India to various distribution platforms.

As at March 31, 2018, DEIL had two wholly owned subsidiaries - namely Genx Entertainment Limited ("Genx") and Disney Broadcasting (India) Limited ("DBIL") and a 99.99% subsidiary namely United Home Entertainment Private Limited ("UHEPL"). Genx, DBIL and UHEPL are engaged in the business of broadcasting entertainment channels (non-news / current affairs). The channels ‘bindass and ‘UTV Action are owned and operated by Genx and channels ‘UTV Movies, ‘Disney International HD (formerly ‘Bindass Play), ‘Disney Channel, ‘Disney XD, ‘UTV Movies International and ‘Disney Junior are owned and operated by DBIL. Further UHEPL owns and operates one Television Channel named ‘Hungama TV.

During the financial year 2017-18, the Board of Directors of DBIL and Genx at their meeting held on March 09, 2018, had approved the draft Scheme of Merger by absorption between Genx ("Transferor Company") and DBIL ("Transferee Company") and their respective shareholders and creditors ("Scheme") and filing of the same with the Honble National Company Law Tribunal, Mumbai Bench ("the Tribunal/NCLT"). The Scheme was envisaged under the provisions of

Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and was to come into effect from

April 1, 2017 ("the Appointed Date"). The Scheme was approved by the members of DBIL and Genx at their respective meetings held on May 22, 2018, on the direction of the Honble Tribunal where the application seeking permission for the Scheme was filed. Accordingly, Joint Petition was

6 scheme on June 08, 2018. The said Petition was heard by the Honble Tribunal on August 30, 2018 and based on the submissions made the Honble Tribunal was pleased to sanction the Scheme vide their order dated August 30, 2018 subject to securing the approval of the Ministry of Information & Broadcasting (MIB), Government of India, under the policy guidelines for uplinking and downlinking of television channels which obligates Genx to take prior permission from the MIB before effecting the Merger with Genx. Accordingly, requisite application has already been made to the

MIB for its clearance to the Genx Merger upon receipt of which necessary filings will be made with the Registrar of Companies, Mumbai to give effect to the Scheme.

Subsequent to the balance sheet date, UHEPL stands merged with DBIL pursuant to the order of the Tribunal dated June 08, 2017 ("UHEPL order") and Ministry of Information & Broadcasting approval letter dated August 29, 2018. The above UHEPL order was filed with the Registrar of Companies, Mumbai, Maharashtra on September 16, 2018 and accordingly, the Scheme of Amalgamation and Arrangement between DBIL and UHEPL ("UHEPL Scheme") has become effective from that date. Upon the UHEPL Scheme becoming effective entire assets and business of UHEPL have been transferred and vested in DBIL with effect from the appointed date viz. April 01, 2015. Pending implementation of the aforementioned UHEPL Scheme on August 06, 2018, the Company had made an application to the Registrar of Companies, Mumbai seeking an extension for holding the 28th Annual General Meeting (‘28th AGM) beyond September 30, 2018 which was approved and an extension of 03 (three) months was granted to the Company allowing it to hold its 28th AGM on or before December 31, 2018.

As at March 31, 2018 DEIL, on standalone basis, posted revenue income (from operations) of 3.96 million (Previous Year 65.25 million) and a net profit of 1,449.13 million (Previous Year net loss 814.83 million).

The contribution of DEIL to the overall performance of the company during the period under report was 3.96 million (turnover) which amounts to 0.04% % of the Companys revenues on consolidated basis.

IG INTERACTIVE ENTERTAINMENT LIMITED ("IG"):

IG was incorporated on September 06, 2004 to carry on Film Acquisition, Syndication and Distribution business in the United Kingdom. As at March 31, 2018 it posted sales of GBP 798,232 (Previous Year GBP 2,678,724) and a net loss of GBP 44,651 (Previous Year net loss GBP 745,891).

As at March 31, 2018, Ignition Entertainment Limited (UK) ("Ignition") continued to be a 100% subsidiary of IG and Ignition Entertainment Limited (USA) and Ignition London Limited continued to be a 100% subsidiary of Ignition. During the year under review Ignition, Ignition Entertainment Limited (USA) and Ignition London Limited did not carry out any business activity. The contribution of IG to the overall performance of the company during the period under report was 68.83 million (consolidated turnover) which amounts to 0.69% of the Companys revenues on consolidated basis.

(Conversion rate of 1 GBP = INR 86.2237)

UTV COMMUNICATIONS (USA) LLC ("UTV US"):

UTV US was incorporated on April 26, 2004 to carry on film acquisition, syndication and distribution business in the

United State of America (North America) and other surrounding territories. As at March 31, 2018 it posted sales of

USD 841,271 (Previous year USD 6,789,818) and a net loss of USD 859,187 (Previous Year net profit USD 1,524,945).

The contribution of UTV US to the overall performance of the Company during the period under report was 54.26 million (turnover) which amounts to 0.54% of the Companys revenues on consolidated basis.

(Conversion rate of 1 USD = INR 64.5017)

UTV GAMES LIMITED ("UTV Games"):

UTV Games is a 100% subsidiary of your Company and was incorporated on September 05, 2008 to carry on the principal activity of investment holding. During the year under review, UTV Games did not carry out any business activity. Hence, there was no contribution by UTV Games to the overall performance of the Company during the period under report. True Games Interactive, Inc. continued to be 100% subsidiary of UTV Games. During the year under review True Games Interactive, Inc. did not carry out any business activity.

6 REDUCTION OF SHARE CAPITAL

Subsequent to the balance sheet date, the Board of Directors of your Company at its meeting held on April 06, 2018, approved the reduction of equity share capital under the provisions of Section 66 of the Companies Act, 2013 held by existing public shareholders (except five employee shareholders) for a consideration of 500 per equity share subject to the approval of shareholders of the Company at the Extra Ordinary General Meeting. Pursuant to the aforesaid board resolution, an extra-ordinary general meeting of the equity shareholders was convened on May 29, 2018 at Emerald

Hall, Kohinoor Continental, Andheri-Kurla Road, J B Nagar, Andheri East, Mumbai, Maharashtra 400 059, India and the special resolution for approval of the proposed capital reduction was passed by the requisite majority of shareholders of the Company at an extraordinary general meeting held on May 29, 2018.

Pursuant to the aforesaid approvals, the Company had filed an application with the Honble Tribunal on June 14, 2018 to seek confirmation for reduction of paid-up equity share capital and consequential reduction of securities premium account of the Company. Accordingly, the reduction application was admitted by the Honble Tribunal on July 04, 2018. The Tribunal on July 04, 2018 passed the order to issue notices to the unsecured creditors of the Company, statutory authorities like Regional Director, Registrar of Companies, Mumbai and as well as to publish a notice in the newspaper confirming the dispatch of the notice to the creditors. The Company complied with the directions of the Honble Tribunal and the notices were dispatched on July 09, 2018 and the newspaper notices published on July 10, 2018. The matter is pending before the Honble Tribunal for further process.

Upon the Capital Reduction becoming effective under the Act (1) the Company shall debit the equity share capital account to the extent of the face value of the shares cancelled under the Capital Reduction and (2) the difference between the face value per cancelled share and the amount of consideration paid per cancelled share to the Non-promoter shareholder be debited to the securities premium account under the head "Other Equity".

The form of the minute proposed to be registered under Section 66 (5) of the Companies Act, 2013 is as follows:

"The paid up share capital of UTV Software Communications Limited, is henceforth 891,70,85,790 [Rupees Eight Ninety-One Crores Seventy Lakh Eighty-Five Thousand Seven Hundred and Ninety Only] divided into 89,17,08,579 equity shares of 10/- each fully paid up, reduced from 8,91,86,55,740 divided into 89,18,65,574 shares of 10 each fully paid up. At the date of registration of the minute 89,17,08,579 shares of 10 each have been issued and are deemed to be fully paid-up. Further the securities premium account of the Company be and is hereby reduced by a sum not exceeding 7,69,27,550 from the existing 14,83,26,91,995."

7. SHARE CAPITAL:

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company: a) As a part of the implementation of the Composite Scheme of Amalgamation and Arrangement between The Walt

Disney Company (India) Pvt. Ltd. ("TWDCI"), Indiagames Limited ("Indiagames") and the Company (‘Scheme), the authorised equity share capital of the Company stands increased by the authorised share capital of the amalgamating companies aggregating to 2,612,500,000/- Accordingly, the Companys authorised share capital as on the date of this report is 19,101,415,00/- divided into 16,602,415,000 Equity Shares of 10/- (Rupees Ten) each and 1,666,000 Compulsorily Convertible Preference Shares of 1,500/- each. b) Further, in compliance with the aforesaid Scheme, your Company issued and allotted 11,394,818 equity shares of face value 10/- each (Rupees Ten Only) to the shareholders of TWDCI and 4,882,271 equity shares of face value 10/- each (Rupees Ten Only) to the shareholder of Indiagames.

8. DIRECTORS/KEY MANAGERIAL PERSONNEL: Directors:

The Board of Directors as on March 31, 2018 comprises of the following directors:

Name of Director		Director Identification Number Designation
Mr. Mahesh Samat	02321902	Managing Director
Mr. Sujit Vaidya	03287161	Whole Time Director
Ms. Monisha Shroff	05220951	Non-Executive Director
Mr. Prem Mehta	00005622	Independent Director
Mr. Narendra Ambwani	00236658	Independent Director

During the year under review, Ms. Parul Tevatia resigned as Non-Executive Director of the Company with effect from July 01, 2017. Further, the Board of Director of the Company had appointed Ms. Monisha Shroff (DIN: 05220951) as Non-Executive Director, Mr. Mahesh Samat (DIN: 02321902) as a Managing Director and Mr. Sujit Vaidya (DIN: 03287161) was designated as Whole Time Director of the Company with effect from July 01, 2017.

The members of the Company at the Annual General Meeting held on December 18, 2017, have approved and regularised the aforesaid appointments of Ms. Monisha Shroff as Non-Executive Director, Mr. Mahesh Samat as a Managing Director and Mr. Sujit Vaidya as Whole Time Director of the Company and had also approved the payment of remuneration to Mr. Mahesh Samat and Mr. Sujit Vaidya.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Monisha Shroff retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors on the recommendation of Nomination & Remuneration Committee has recommended her re-appointment.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2, is appended as an annexure to the Notice of the ensuing AGM.

Key Managerial Personnel:

The Key Managerial Personnel (‘KMP) of the Company as on March 31, 2018 were as follows:

Name of Key Managerial Personnel	Designation
Mr. Mahesh Samat*	Managing Director
Mr. Sujit Vaidya*	Whole Time Director
Mr. Vishwas Joshi	Chief Financial Officer
Mr. Puneet Juneja	Company Secretary

* Mr. Mahesh Samant (Managing Director) and Mr. Sujit Vaidya (Whole Time Director) were designated as KMP of the Company with effect from July 01, 2017.

Board Meetings

During the financial year 2017-18, the Board of Directors met 05 (five) times on June 21, 2017, July 07, 2017, November

03, 2017, November 17, 2017 and March 09, 2018 and the gap between two meetings did not exceed one hundred and twenty days. Further, the Board has met at least once in every calendar quarter of financial year 2017-18.

The details of Meetings of the Board with the names of the directors, their attendance at board meetings held during the year are provided herein below:

Name of the Director	Category	Number of board meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Mr. Mahesh Samat**	Managing Director	5	2
Mr. Sujit Vaidya***	Whole Time Director	5	5
Ms. Monisha Shroff**	Non-executive Director	5	2
Ms. Parul Tevatia*	Non-executive Director	5	0
Mr. Prem Raj Mehta	Independent Director	5	5
Mr. Narendra Kumar Ambwani	Independent Director	5	5

*Resigned with effect from July 01, 2017 **Appointed with effect from July 01, 2017

***Designated as Whole Time Director with effect from July 01, 2017

Evaluation Mechanism

The annual performance evaluation of all the directors, Board including its committees was conducted based on the criteria and framework adopted by the Board. The evaluation is primarily basis the attendance in various Board and Committee meetings, timely inputs on the minutes of the meeting, contribution and active participation in the meeting, adherence to the ethical standards and Code of Conduct of the Company amongst few.

9. COMMITTEES OF THE BOARD: I. AUDIT COMMITTEE:

The Company has an adequately qualified Audit Committee in line with provisions of Section 177 of the Companies

Act, 2013 and rules thereunder.

As on March 31, 2018 the committee comprised of Ms. Monisha Shroff (Chairperson), Mr. Prem Raj Mehta and Mr. Narendra Kumar Ambwani as members.

The Audit Committee primarily recommends appointment, remuneration and terms of appointment of auditors of the Company, review auditors independence, examines financialstatements and auditors report, approval of related party transactions, scrutinize inter-corporate loans and investments, monitor end use of funds, overseeing vigil mechanism and such other functions as may be entrusted by the Board.

The Company has a robust vigil mechanism whereby the genuine concerns expressed by the employees and directors are adequately addressed. Details of establishment of vigil mechanism are uploaded on the website of the Company in accordance with requirements of Section 177(8) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

Meetings of the Audit Committee:

During the financial year 2017-18, the Committee met 03 (three) times on June 21, 2017, November 17, 2017 and March 09, 2018.

The details of Committee meetings held and attendance of each member thereat is as follows during the year 2017-18:

Name of the Member	Category	Number of Audit Committee meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Mr. Sujit Vaidya*	Whole Time Director	3	1
Ms. Monisha Shroff*	Non-executive Director	3	2
Mr. Prem Raj Mehta	Independent Director	3	3
Mr. Narendra Kumar Ambwani	Independent Director	3	3

*Mr. Sujit Vaidya ceased to be a Chairman of the Committee with effect from July 07, 2017 and Ms. Monisha Shroff elected as Chairperson of Committee with effect from July 07, 2017.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Company has an adequately qualified Nomination and Remuneration Committee in line with provisions of

Section 178 of the Companies Act, 2013 and rules thereunder.

As on March 31, 2018, the Committee comprised of Ms. Monisha Shroff (Chairperson), Mr. Prem Raj Mehta and Mr. Narendra Kumar Ambwani as members.

The policy of the Company on directors appointment and remuneration, including criteria for determining remuneration and other matters provided under Section 178 of the Companies Act, 2013 is appended as Annexure A to this report.

Meetings of the Nomination and Remuneration Committee:

During the financial year 2017-18, the Committee met 02 (two) times once on July 07, 2017 and November 17,

2017.

The details of Committee meetings held and attendance of each member thereat is as follows during the year 2017-18:

Name of the Member	Category	Number of Nomination & Remuneration Committee meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Ms. Monisha Shroff*	Non-executive Director	2	1
Mr. Sujit Vaidya*	Whole Time Director	2	1
Mr. Prem Raj Mehta	Independent Director	2	2
Mr. Narendra Kumar Ambwani	Independent Director	2	2

*Mr. Sujit Vaidya ceased to be a Chairman of the Committee with effect from July 07, 2017 and Ms. Monisha Shroff elected as Chairperson of Committee with effect from July 07, 2017.

III. CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE:

The Company has an adequately qualified CSR Committee in line with provisions of Section 135 of the Companies

Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

As on March 31, 2018, the committee comprised of Ms. Monisha Shroff (Chairperson), Mr. Sujit Vaidya and Mr. Prem Raj Mehta as members. The Committee is primarily responsible for developing and overseeing the implementation of the CSR activities undertaken by the Company in line with the CSR Policy adopted by the Board. The Report on Companys CSR activities of the Company during FY 2017-18 is furnished in Annexure B and attached to this report.

Meetings of the CSR Committee:

During the financial year 2017-18, the Committee met once on March 09, 2018.

The details of Committee meetings held and attendance of each member thereat is as follows during the year 2017-18:

Name of the Member	Category	Number of CSR Committee meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Mr. Sujit Vaidya	Whole Time Director	1	1
Ms. Monisha Shroff*	Non-executive Director	1	1
Ms. Parul Tevatia*	Non-executive Director	1	Nil
Mr. Prem Raj Mehta	Independent Director	1	1

*Ms. Monisha Shroff was elected as a chairperson of the Committee with effect from July 07, 2017 and Ms. Parul Tevatia ceased to be a member of the Committee with effect from July 01, 2017.

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE ("SR Committee"):

The Company has an adequately qualified SR Committee in line with provisions of Section 178(5) of the Companies

Act, 2013.

As on March 31, 2018, the committee comprised of Ms. Monisha Shroff (Chairperson), Mr. Sujit Vaidya and Mr. Mahesh Samat as members. SR Committee is primarily responsible for considering and resolving the grievances of security holders of the Company.

Mr. Sujit Vaidya, Ms. Monisha Shroff and Mr. Mahesh Samat represented the SR Committee at the Annual General Meeting of the Company held on December 18, 2017 after being duly authorised by the erstwhile Chairperson of the SR Committee in that behalf.

Meetings of the Stakeholders Relationship Committee:

During the financial year 2017-18, the Committee met 04 (four) times on July 10, 2017, September 14, 2017,

January 08, 2018 and January 29, 2018.

The details of Committee meetings held and attendance of each member thereat is as follows during the year 2017-18:

Name of the Member	Category	Number of SR Committee meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Mr. Sujit Vaidya	Whole Time Director	4	4
Mr. Monisha Shroff*	Non-executive Director	4	4
Mr. Mahesh Samat	Managing Director	4	Nil
Ms. Parul Tevatia*	Non-executive Director	4	Nil

*Ms. Monisha Shroff was elected as a chairperson of the Committee with effect from July 07, 2017 and Ms. Parul Tevatia ceased to be a member of the Committee with effect from July 01, 2017.

V. MANAGEMENT COMMITTEE:

The Board of Directors of the Company have also formed a Management Committee which is responsible for approval and supervision of routine affairs transacted in connection with the Companys business in its ordinary course.

As on March 31, 2018, the committee comprised of Mr. Sujit Vaidya (Chairman), Ms. Monisha Shroff and Mr. Mahesh Samat as members.

Meetings of the Management Committee:

During the financial year 2017-18, the Committee met 08 (eight) times on April 24, 2017, June 13, 2017, July 21, 2017, July 24, 2017, August 24, 2017, October 26, 2017, January 24, 2018 and March 12, 2018.

The details of Committee meetings held and attendance of each member thereat is as follows during the year 2017-18:

Name of the Member	Category	Number of Management Committee meetings during the year 2017-18
		No. of meetings held	No. of meetings attended
Mr. Sujit Vaidya	Whole Time Director	8	8
Ms. Parul Tevatia*	Non-executive Director	8	2
Ms. Monisha Shroff*	Non-executive Director	8	6
Mr. Mahesh Samat*	Managing Director	8	Nil

*Ms. Mahesh Samat & Ms. Monisha Shroff elected as a member of the Committee with effect from July 07, 2017 and Ms. Parul Tevatia ceased to be a member of the Committee with effect from July 01, 2017.

10. INDEPENDENT DIRECTORS

During the year under review, the Company had 02 (two) independent directors viz. Mr. Prem Mehta & Mr. Narendra Ambwani per provisions of Section 149 of the rules thereunder.

The roles, responsibilities and duties of Independent Directors are consistent with the provisions of Section 149 of the Companies Act, 2013.

The Company has issued letter of appointment to all the Independent Directors. This letter inter-alia sets out the roles, functions, duties and responsibilities, details regarding remuneration, training and development and performance evaluation process. The detailed terms and conditions of the appointment of Independent Directors are available on the Companys website i.e. www.utvgroup.com. The Company has received necessary declaration from the independent directors under Section 149(7) of the Companies Act, 2013, that each of them meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the rules thereunder.

During the financial year 2017-18, the Independent Directors met once on November 17, 2017 and attendance thereat is as follows:

Name of the Member	No. of meetings held	No. of meetings attended
Prem Raj Mehta	1	1
Narendra Kumar Ambwani	1	1

11. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has a policy on Prevention of Sexual Harassment at Workplace which aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment.

During the financialyear ended March 31, 2018 no complaint pertaining to sexual harassment was received by the

Company.

13. FIXED DEPOSIT:

Your Company has neither accepted nor renewed any fixed deposit in respect of the year under review.

14. AUDITORS:

a) Statutory Auditor

The term of M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants (Registration No. 007567S / S-200012) ended with the conclusion of audit for the financial year 2016-17. After conducting a detailed evaluation and based on the recommendation of Audit Committee, the Board approved the proposal for appointment of M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W) as statutory auditors of the year 2017-18Company for onwards term on such terms and conditions and of 5 years from the financial remuneration as may be decided by the Board. The said appointment was approved by the members of the Company at the 27th AGM held on December 18, 2017.

Vide notificationdated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 28th Annual General Meeting.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendation of the Audit Committee, approved the appointment of M/s. SPRS & Co., a firm of Company Secretaries in Practice, to conduct Secretarial

Audit of the Company.

The Report of the Secretarial Audit in Form MR-3 for the financialyear ended March 31, 2018 is enclosed as

Annexure C to this Report.

c) Internal Auditor

Mr. Pawan Jaggi, Internal Auditor of the Company, has conducted internal audits periodically and submitted his reports to the Audit Committee. Such reports have been reviewed by the Statutory Auditors and the Audit Committee periodically.

15. AUDITORS REPORT:

a) Statutory Auditor

There are no qualifications, reservations or adverse remarks made by M/s. MSKA & Associates, Statutory Auditors, in their report for the financial year ended March 31, 2018.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. b) Secretarial Auditor

The Secretarial Auditor has in their audit report dated August 17, 2018 certified full compliance in respect of the

Companies Act, 2013 and rules made thereunder and other applicable laws by the Company.

The Report does not contain any qualification, reservation, disclaimer or adverse remark.

16. COMPLIANCE WITH RBI CIRCULAR ON DOWNSTREAM INVESTMENTS:

Pursuant to the requirement of Circular No. 01, bearing reference RBI/2013-14/117 dated July 4, 2013 (the "Circular"), issued by Reserve Bank of India, the Statutory Auditor had submitted their report for the period ended March 31, 2018. Basis the report the downstream investments made by the Company are in compliance with the Circular i.e. compliance with the instructions on downstream investment and compliance with the FEMA provisions.

17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and is attached to this report.

18. PARTICULARS OF EMPLOYEES:

Particular of employees required to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E and form part of this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure F to this report.

21. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure G and is attached to this Report.

22. SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES:

The statement containing the salient features of the financial statement of the subsidiaries, associates and joint venture companies pursuant to the provisions of Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 in form AOC-1 forms part of the financial statements.

23. INTERNAL FINANCIAL CONTROL:

The Board has adopted adequate procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detecting of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year, no reportable material weakness in the design or operation of financial observed.

24. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby states that: — a. in the preparation of the annual accounts for the financial year standards had been followed along with proper explanation relating to material departures, if any; 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 at the end of the financial year and of the profits of the company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and f. your Company has complied with the applicable articles of the Secretarial Standards- 1 and Secretarial Standards- 2 issued by Institute of Company Secretaries of India ("ICSI") relating to ‘Meeting of the Board of Directors and ‘General Meetings respectively.

25. ACKNOWLEDGMENTS:

Your Directors would take this opportunity to thank all the stakeholders for their support and co-operation rendered to the Company during the year under review.

By order of the Board of Directors

For UTV SOFTWARE COMMUNICATIONS LIMITED

Sd/-	Sd/-
Mahesh Samat	Sujit Vaidya
Managing Director	Whole time Director
DIN: 02321902	DIN: 03287161
Place: Mumbai
Date: November 16, 2018