DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors have the pleasure in presenting the Eighth Annual Report on the business & operations of your Company along with the Consolidated & Standalone Audited Financial Statements for the year ended March 31st, 2015.

CONSOLIDATED FINANCIAL  STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on the Accounting for Investments in Associates and Accounting Standard AS-27 on accounting on Joint Ventures, issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

dividend

Your Directors do not recommend any Dividend for the financial year ended March 31st, 2015.

transfer to reserves

Your Company has not made any transfer to the Reserves during the financial year 2014-15.

operational overview

Your Company, one of the largest cable MSOs in India, is laying the foundations of building a powerful Consumer Franchise in Broadband, Cable Television and Television Shopping. Significant investments are being made to bring disruptive consumer offerings to the market.

(i) Cable TV Business

Continuing with plans to digitalize the analog cable subscriber base, DEN seeded additional one million boxes in FY'14-15, taking the digital subscribers base to 7 million out of a total 13 million subscribers. The Company witnessed the positive results on subscription revenues and collections in FY'14-15; our subscription revenues grew 25% in FY'14-15 driven by increase in ARPUs across DAS territories.

(ii) Broadband Business

Launched in FY' 14-15, DEN Broadband Services are now available to 329,000 homes as on March 31st 2015. The benefit of conversions out of the network rollout will come in the following quarters. The Company currently has a subscriber base of 23K at the end of FY'14-15 and 40% of the broadband subscribers come from Non-DEN homes.

(iii) E-commerce Business

DEN entered into a 50:50 JV with e-commerce major, SNAPDEAL and forayed into TV Commerce business leveraging DEN's strengths in distribution and media and SNAPDEAL's strength in brand, merchandising and logistics. The JV is currently converting +30% of the calls received and is clocking an annualized GMV of INR 115 Crores (at Mar'15 average booked GMV rate) within four months of beginning.

(iv) Club Ownership of Delhi Dynamos FC in Indian Super League

DEN forayed into football business and bought Delhi Dynamos of ISL with the strategic intent of strengthening our consumer brand. Delhi Dynamos FC is one of the most popular teams of the ISL with a fan base of over 419,000 on Facebook and over 30,000 Twitter followers.

subsidiary companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: <http://www.dennetworks.com/> corporate_gov.htm

public deposits

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company has also appointed Ernst & Young to compile / develop the policies and document the financial and IT controls. For each control, a test plan shall be documented and will be tested by the Management Audit Team on periodical basis.

EXTRACT OF ANNLIAL RETuRN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as " Annexure A".

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY

STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31st, 2015, 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 March 31, 2015 and of the profit 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.

KEY MANAGERIAL PERSONNEL & DIRECTORS

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Pradeep Parameswaran was appointed as Chief Executive Officer and Mr. Manish Dawar was appointed as Group Chief Financial Officer of the Company w. e.f. January 16, 2015 and February 10, 2015 respectively. Mr. S.N. Sharma resigned as Chief Executive Officer of the Company w.e.f. September 29, 2014.

In terms of the Articles of Association of the Company Mr. Sameer Manchanda, Chairman Managing Director is liable to retire by rotation and being eligible, has offered himself for re-appointment. The Company has received requisite notice in writing from a member for appointment of Mr. Sameer Manchanda as Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: <http://> www.dennetworks.com/corporate_gov.htm  

 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit & Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The remuneration of Senior Management is discussed and approved by the Nomination and Remuneration Committee. The Board has, on the recommendations of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the prescribed limits as mentioned under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. Your Board has duly examined the Report issued by the Statutory Auditors' of the Company on the Accounts for the financial year ended March 31, 2015. The notes on Accounts, as presented in this Annual Report, are self explanatory in this regard and hence do not call for any further clarification. The Auditors' Report does not contain any qualification, reservation or adverse remark.

It is proposed to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors for a period of three years from the conclusion of Eight Annual General Meeting till the conclusion of Eleventh Annual General Meeting of the Company., subject to Annual ratification by shareholders at every Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Neelesh Jain, Company Secretaries in practice of M/s NKJ & Associates to undertake the Secretarial Audit of the Company. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed herewith as " Annexure B".

cost auditors

M/s. Ajay Kumar Singh & Co., Cost Accountants, have been re-appointed as Cost Auditors for the financial year 2014­15, to conduct cost audit of the accounts maintained by the Company. Full particulars of the Cost Auditor are as under:

M/s. Ajay Kumar Singh & Co. 1/26, 2nd Floor, Lalita Park, Laxmi Nagar, Delhi-110092 Tel. No. : 011-45595822; Email ID - Info@cmaadvisors.in (Firm's Regn. No.000386)

Your Board has duly examined the Report issued by the Cost Auditors of the Company on the Accounts for the financial year ended March 31, 2015. The Cost Auditors' Report does not contain any qualification, reservation or adverse remark. Your Company has re-appointed M/s. Ajay Kumar Singh & C0., Cost Accountants as Cost Auditor under Section 148 of the Companies Act, 2013 for Cost Audit for the financial year  2015-16.

particulars of loans, guarantees or investments

The details of the loans, guarantees given and investments made by the Company are given in the Notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS  WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://> www.dennetworks.com/corporate_gov.htm

Your Directors draw attention of the members to Notes to the Financial Statements which sets out related party disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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 applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 with regard to the Employees' Stock Option Scheme (ESOS) are provided in "Annexure C" to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made not below the market price prevailing as on the date of the grant.

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

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

CREDIT RATING

The Company's financial discipline and prudence is reached in the stable credit rating by rating agency as given below:

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: <http://www>. dennetworks.com/corporate_gov.htm

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the DEN Management System that governs how the Group conducts the business of the Company and manages associated risks.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.dennetworks com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our 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.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the Designated Employees have confirmed compliance with the Code.

particulars of employees

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration details and details of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on details of remuneration of directors and employees' particulars which are available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

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 a new Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said Policy. During the year The Company has not received any complaint of harassment.

DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING

AGREEMENT

Dematerialization credit of 309 equity shares of Rs.10 each, for four allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent, M/s Karvy Computershare Private Limited, had sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to 'Den Networks Limited - Unclaimed Securities Suspense Account'. As required under Clause 5A of the Listing

corporate governance

We at DEN believe that sound Corporate Governance is critical in enhancing and retaining stakeholders trust. Our priority is attainment of all performance goals with integrity. The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A certificate from practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached to the Report on Corporate Governance. Certificate of the CEO/ CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance report and forms part of this Report.

conservation of energy, technology absorption and foreign exchange earnings and outgo

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

Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

Technology Absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in "Notes on Accounts" forming part of the Audited Annual Accounts.

(Rs. in million)

Foreign Exchange Earnings 0.43

Foreign Exchange Outgo 1623.24

GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

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

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

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

7. Change in the nature of business.

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

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

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.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Government, Company's Bankers and business partners for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place 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

Sd/- Chairman Managing Director

Place: New Delhi

Date: 31-07-2015