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Den Networks Ltd.

BSE: 533137 Sector: Media
NSE: DEN ISIN Code: INE947J01015
BSE 00:00 | 24 Apr 2020 Den Networks Ltd
NSE 05:30 | 01 Jan 1970 Den Networks Ltd

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OPEN 45.20
PREVIOUS CLOSE 43.05
VOLUME 55046
52-Week high 98.00
52-Week low 25.85
P/E 24.97
Mkt Cap.(Rs cr) 2,157
Buy Price 45.20
Buy Qty 10209.00
Sell Price 45.20
Sell Qty 1588.00
OPEN 45.20
CLOSE 43.05
VOLUME 55046
52-Week high 98.00
52-Week low 25.85
P/E 24.97
Mkt Cap.(Rs cr) 2,157
Buy Price 45.20
Buy Qty 10209.00
Sell Price 45.20
Sell Qty 1588.00

Den Networks Ltd. (DEN) - Director Report


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Company director report

Dear Members

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

FINANCIAL RESULTS

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

(Rs. in million)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 10093.41 10644.47 12060.65 12851.01
Profit/(loss) before interest depreciation and exceptional items 1325.37 1739.21 2236.43 3075.98
Less: Interest 556.49 596.01 586.55 660.51
Depreciation and amortisation expenses 1452.68 1442.17 2415.70 2485.90
Exceptional items 1507.00 158.90 2111.00 1.11
Share of profit/ (loss) of Associates - - (53.94) (5.90)
Profit/(loss) for the year (2190.80) (457.87) (2876.82) (71.54)
Total tax expense (including Current tax and deferred tax) - (148.08) 128.68 99.65
Profit/(loss) after tax (2190.80) (309.79) (3005.50) (171.19)
Add: Other Comprehensive Income 9.15 3.06 13.57 3.41
Total Comprehensive Income for the year (2181.65) (306.73) (2991.93) (167.78)
Earnings Per Shares (in _) (Basic & Diluted) (9.19) (1.59) (11.63) (11.63)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review the total revenue from operations was Rs. 10093.41million on standalone basis and Rs.12060.65 million on consolidated basis as compared tothe last year's revenue of Rs.10644.47 million on standalone basis and Rs.12851.01million on consolidated basis respectively. The post tax loss of your Company wasRs. 2190.80 million on standalone basis and Rs. 3005.50 million on consolidated basis ascompared to the last year's Post tax loss was Rs. 309.79 million on standalone basis andRs. 171.19 million on consolidated basis respectively. In view of the losses the Companydoes 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 ‘NewRegulatory Framework' (the New Framework) for Broadcasting and Cable services. The newframework with the objective to bring in complete transparency in giving freedom for thecustomer to choose the content he wants to pay and also with respect to revenue shareamong the stakeholders in the value chain came into effect on 29th December2018. However to provide sufficient time to subscribers for exercising their options theAuthority provided time up to 31st January 2019. Further TRAI issued pressrelease on 12th February 2019 extended the time for migration till 31stMarch 2019.

DEN has launched competitive packages keeping in mind consumer preferencesaffordability and competition from DTH/MSOs and successfully migrated all the consumers toeither 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 termsof:

• 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 notrecommended any dividend for the financial year ended 31st March 2019. TheDividend Distribution Policy of the Company can be assessed through web linkhttp://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 ofthe 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 November2018 the Authorized Share Capital of the Company has been increased from INR.2000000000 divided into 200000000 Equity Shares of INR.10 each to INR. 5000000000divided into 500000000 equity shares of INR. 10 each.

Preferential Allotment

During the year the Company has allotted on preferential basis 281448000 equityshares at a price of Rs. 72.66 each including premium of Rs. 62.66 per share to thefollowing entities (the ‘Acquirers') aggregating to Rs. 2045 crores representing58.98% of post-preferential allotment equity share capital of the Company:-

Name of the Acquirers No. of Equity Shares
Jio Futuristic Digital Holdings Private Limited 136847150
Jio Digital Distribution Holdings Private Limited 71248280
Jio Television Distribution Holdings Private Limited 73352570
Total 281448000

The Acquirers have acquired sole control of the Company and the Acquirers together withthe Persons Acting in Concert (PACs) namely Reliance Industries Limited (RIL) DigitalMedia Distribution Trust Reliance Content Distribution Limited and Reliance IndustrialInvestments and Holdings Limited have become part of the ‘Promoter And PromoterGroup' of the Company pursuant to the: (a) aforesaid preferential allotment; and (b)purchase by Jio Futuristic Digital Holdings Private Limited (one of the Acquirers) of33585000 equity shares of the Company representing 7.04% of the post-preferentialallotment paid-up equity share capital from Shri Sameer Manchanda and Verve EngineeringPrivate 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 (ofwhich RIL is the sole beneficiary) owns and controls 73.15% of the paid-up equity sharecapital of NW18 (directly and indirectly through companies wholly owned and controlled byit)) together were holding 2646968 equity shares constituting 0.55% of thepost-preferential allotment paid-up equity share capital of the Company. Post theaforesaid 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 of57489612 equity shares representing 12.05% of the total paid-up equity share capital ofthe 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 31stMarch 2019 the aggregate holding of the Acquirers RVL RSIL and NW18 in the Companystood at 375169580 equity shares of the Company representing 78.62% of the totalpaid-up equity share capital of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate 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 Ratingsare given in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India ("SEBI"). The detailed Corporate Governance Report of the Company inpursuance of the Listing Regulations forms part of the Annual Report. The requisiteCertificate from a Practicing Company Secretary confirming compliance with the conditionsof Corporate Governance as stipulated under the Listing Regulations is attached to theCorporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under the Listing Regulationsdescribing initiatives taken by the Company from an environmental social and governanceperspective is attached as part of the Annual Report. This report inter-alia containsinitiative w.r.t. stakeholder relationship customer relationship sustainability healthand safety.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Sameer Manchanda (DIN: 00015459) shall retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. In terms ofSection 161 of the Act the Board of Directors of the Company on 29th March2019 have appointed Mr. Anuj Jain (DIN: 08351295) Ms. Geeta Fulwadaya (DIN:03341926) andMr. Saurabh Sancheti (DIN: 08349457) as additional directors of the Company. As per theprovisions of section 161 of the Act Mr. Anuj Jain Ms. Geeta Fulwadaya and Mr. SaurabhSancheti shall hold office up-to the ensuing Annual General Meeting and being eligibleoffers themselves for re-appointment. The Company has received requisite notices inwriting from a member proposing their candidature for their appointment at the ensuingAnnual General Meeting of the Company as Non-Executive Directors liable to retire byrotation. The aforesaid re-appointment and appointments have been recommended by theNomination 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 theconclusion of the twelfth Annual General Meeting of the Company. The Board of Directorsbased on the performance evaluation and the recommendations of the Nomination andRemuneration Committee has recommended for the approval of shareholders there-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 bythem during their tenure the continued association of Mr. Ajaya Chand and Mr. Atul Sharmawould be bene_cial to the Company.

Mr. Robindra SharmaIndependent Director has not sought the reappointment. The Boardplaces on record its appreciation for the valuable contribution made by Mr. RobindraSharma during his tenure as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming 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 IndependentDirectors have also confirmed that they have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act.

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

During the year under review Mr. Krishna Kumar P. T Gangadharan (DIN: 00090715) andMr. Ankur Ambika Sahu (DIN: 03623120) Non-Executive Nominee Directors resigned asDirectors with effect from 02nd August 2018 and 05th December 2018respectively. The Board places on record its appreciation for the contributions made bythem during their tenure as Directors of the Company. In accordance with the provisions ofsection 178 (3) of the Act the Board of Directors of the Company has formulated thepolicy for Selection of Directors and determining Directors' Independence setting out thecriteria for determining credentials positive attributes independence of a Director andpolicy relating to Remuneration of Directors Key Managerial Personnel and Senior

Management Personnel. The Board of Directors have revised Nomination and RemunerationPolicy based on the recent amendments in the Listing Regulations. The aforesaid policiesare available atwww.dennetworks.com/index.php/corporate-announcement#corporate-governance.

Key Managerial Personnel:

Mr. Himanshu Jindal was appointed as Chief Financial Officer of the Company on 4thApril 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 16thApril 2019 replacing Mr. Himanshu Jindal who has resigned on 30th November2018.

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

PERFORMANCE EVALUATION

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

In accordance with the manner specified by the Nomination and years RemunerationCommittee the Board carried out performance evaluation of the Board its Committees andIndividual Directors (including Independent Directors). The Independent Directorsseparately carried out evaluation of Chairperson Non- Independent Directors and Board asa whole. The performance of each Committee was evaluated by the Board based on viewsreceived from respective Committee Members. The report on performance evaluation of theIndividual Directors was reviewed by the Chairperson of the Board and feedback was givento 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 IndAS 31 - Interests in Joint Ventures the audited consolidated financial statement isprovided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

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

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

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe Annual General Meeting as required under Section 136 of the Act. The financialstatements of the subsidiary companies are also uploaded on the Company's websitehttp://www.dennetworks. com/index.php/Investors#financial-result. Any member desirous ofobtaining a copy of the said financial statements may write to the Company Secretary atthe Registered Office of your Company. The Company has formulated a policy for determiningmaterial subsidiaries and the same is placed on the Company's 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 Standardsi.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 statementsof the Company for the year ended 31st March 2019 the Board of Directorsstate 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 31stMarch 2019. Details of the meetings of the Board held and attended by Directors are givenin 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 AuditCommittee met 5 times during the financial year 2018-19. All the recommendations made bythe Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of Mr. Ajaya ChandMr. Robindra Sharma Independent Directors and Mr. Sameer Manchanda Chairman and ManagingDirector of the Company. The scope and terms of reference of the said Committee are inaccordance with Section 178 of the Act and were approved by the Board of Directors inaccordance with the provisions of the Act and Listing Regulations. The Committee met 3times during the financial year 2018-19. All the recommendations made by the Committeewere accepted by the Board. The details about the meetings of the Committee during thefinancial year 2018-2019 is available in ‘Corporate Governance Report' and hence notrepeated here for the sake of brevity.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. AjayaChand Mr. Robindra Sharma Independent Directors and Mr. Sameer Manchanda Chairman andManaging Director of the Company. The Committee's prime responsibility is to assist theBoard in discharging its social responsibilities by way of formulating and monitoringimplementation of the objectives set out in the ‘Corporate Social ResponsibilityPolicy'. The CSR Policy of the Company inter-alia covers CSR vision and objective and alsoprovides for governance implementation monitoring and reporting framework. There hasbeen no change in the policy during the year. The CSR policy of the Company is availableon the website and may be accessed at the link http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance. Since the Company has noprofits in the immediately preceding 3 (three) financial years no amount was required tobe spent for Corporate Social Responsibility activities. The Statutory disclosure withrespect 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 hasconstituted Nomination and Remuneration Committee Stakeholders' Relationship CommitteeCorporate Social Responsibility Committee and Risk Management Committee. The details ofthe composition dates of meetings attendance and terms of reference of each of theCommittees are disclosed in the Corporate Governance Report which forms part of thisreport.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework which is designed to enablerisks to be identified assessed and mitigated appropriately. The Board of Directors ofthe Company has constituted Risk Management Committee which has inter-alia beenentrusted with the responsibility of Overseeing implementation/ Monitoring of RiskManagement Plan and Policy; and continually obtaining reasonable assurance from managementthat all known and emerging risks have been identified and mitigated or managed. Furtherdetails on Risk Management indicating development and implementation of Risk Managementpolicy including identification of elements of risk and their mitigation are covered inManagement's 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 protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements.

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

The Audit Committee reviews adequacy and effectiveness of Company's Internal Controlsand 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 offraud and mismanagement if any. In staying true to its values of Strength Performanceand Passion and in line with its vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. It also provides for adequate safeguards against victimizationof employees who avail of the mechanism and allows direct access to the Chairman of theAudit 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 ofthe Company www.dennetworks.com.

RELATED PARTY TRANSACTIONS

All the related party transactions were entered on arms' length basis and were in theordinary course of business. Further the transactions with related parties were incompliance with applicable provisions of the Act and the Listing Regulations. Omnibusapproval was obtained for the transactions which were foreseen and repetitive in nature. Astatement of all related party transactions was presented before the Audit Committee on aquarterly basis.

During the year the Company had not entered into any contract/arrangement/transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of Related Party Transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read withSection 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. The Policyon Materiality of Related Party Transactions and on Dealing with Related PartyTransactions is posted on the Company's 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 thestandalone financial statement.

PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIES PROVIDED

Particulars of loans given guarantees given investments made and securities providedby the Company required under section 186(4) of the Act are contained in Note No. 33 ofthe 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 Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable SEBI Guidelines. The Objective of ESOP is to give benefitto eligible employees with a view to attract and retaining the best talent encouragingemployees to align individual performance with Company objectives and promoting increasedparticipation by them in the growth of the Company.

The details of ESOP Plans including terms of reference and the requirements specifiedunder Regulation 14 of the SEBI (Share-based Employee Benefits) Regulations 2014 isavailable on the Company's website at http://www.dennetworks.com. The details of theemployee stock options plans form part of the Notes to accounts of the financialstatements in the Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

The Company had appointed BSR & Associates LLP Chartered Accountants (FirmRegistration No.: 116231W/W-100024) as Auditors of the Company for a period of five yearsat the Annual General Meeting of the Company held on 19th September 2018. TheCompany made a Preferential Allotment of 281448000 Equity Shares of the Company("DEN Networks Limited") on 4th February 2019 to Jio FuturisticDigital Holdings Private Limited Jio Digital Distribution Holdings Private Limited andJio 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 Limitedand its Subsidiary Companies. In view of this and in compliance with the provisions of theAct they tendered their resignation from the office of Auditors with effect from 4thFebruary 2019 resulting into a casual vacancy in the office of Auditors of the Companyunder the provisions of Section 139(8) of the Act. The shareholders of the Company in theExtra-Ordinary General Meeting held on 15th April 2019 have approved theappointment of M/s Chaturvedi & Shah LLP Chartered Accountants ( Registration No.101720W/W100355) as Auditors of the Company to hold office upto the conclusion of TwelfthAnnual General Meeting of the Company. The Board of Directors in their meeting held on 16thApril 2019 subject to the approval of shareholders has proposed the appointment of M/sChaturvedi & Shah LLP Chartered Accountants as Auditors of the Company for a periodof 5 years i.e. from the conclusion of Twelfth Annual General Meeting to the conclusionof Seventeenth Annual General Meeting. The Company has received a confirmation that theyare not disqualified to act as the Auditors and are eligible to hold the office of theAuditors of the Company. The Board recommends their appointment as Auditors for approvalof shareholders.

Report of Statutory Auditors

The notes to the financial statements as presented in this Annual Report areself-explanatory in this regard and hence do not call for any further comments. TheAuditors' Report does not contain any qualificationreservation adverse remarks ordisclaimer.

Secretarial Auditors

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

Your Directors state that during the year under review Mr. Krishna Kumar P. TGangadharan Director and member of the Audit Committee resigned on 2nd August2018 reducing the strength of the Audit Committee to two members . The Audit Committeewas 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 hasmaintained 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 auditof the cost records for the financial year 2018-19. Further they have been appointed asthe 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 readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report.

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation 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 InternalComplaints Committee as specified under

Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The other disclosures under this Act are given in Business Responsibility Reportwhich forms part of this Report. During the year under review no complaint was receivedby the Company.

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

In order to prevent sexual harassment of women at work place as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 theCompany has set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee. However during the year underreview Company has not received any complaint of harassment. Your Directors further statethat during the year under review there were no cases led pursuant to the SexualHarassment 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 and2017-18 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 todividend voting or otherwise.

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

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

4) No significant or material orders were passed by the or Courts or Tribunals whichimpact the going concern status and Company's operations in future.

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

6) The Company does not have any scheme of provision money for the purchase of its ownshares 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 Insolvencyand Bankruptcy Code 2016

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government StateGovernment Company's Bankers and business partners/for the assistance co-operation andencouragement they extended to the Company. Your Directors also wish to place Regulatorson record their sincere thanks and appreciation for the continuing support and unstintingefforts of investors vendors dealers business associates and employees in ensuring anexcellent 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


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