Theme

JF Kennedy rightly said Things do not happen. Things are made to happen. At UTV, we are driven by the passion of creating cutting-edge content, thinking disruptive and relentlessly challenging the age-old ways of doing business. In the past year we have achieved what we set out to do that is creating a true media and entertainment conglomerate, a concept which had otherwise been alien to the Asian market. The theme is based on Darts, where just like our business, precision and passion play a vital role. The image portrays three darts depicting our three businesses namely Movies, Television and Games & Interactive each having hit bulls eye in the year that was. We at UTV, Made It Happen.

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Forward-Looking Statement
In this Annual Report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements written and oral - that we periodically make contain forward looking statements that set out anticipated results based on the managements plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as anticipate, estimate, expects, projects, intends, plans, believes and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realized, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.

Chairman's Statement 02 Movies 04 Television 06 Games & Interactive 10

Contents

Board of Directors 14 Directors Report 16 Corporate Governance 30 Management Discussion & Analysis 48 Financial Statements 68 Corporate Information 144

Chairmans Statement

Dear Shareholders The past year has been a significant one in the journey of your company as we have managed to do what we set out to achieve. While our roots lie in television production we diversified, with the belief that the sum of the parts is always bigger than the whole into motion pictures, broadcasting, interactive and more recently games content. We were faced by many questions, as traditionally media companies have always focussed on one line of business. But for your company the vision was consistent from the start and that was that media & entertainment will grow in India but it would be across spectrums and therefore it was imperative for us to be in each of the spaces that represented the scope for growth.

We have always looked at our business cycles with an appropriate mix. While there have been the mature businesses that have been the key drivers there are simultaneous investments in horizon businesses where we envisaged potential growth. In the past financial year the businesses have turned around and begun to pay back on the investments we made. I think the key challenges we have faced have been constantly pushing the envelope and experimenting while balancing out the risk however at the same time continue to bring scale into each of the verticals. At the end of the day it was about getting seven out of the ten things right and now with the motion pictures having kept up its performance, television has turned around and in a short span of time begun to give returns and with the first IP release in the games business and innovative products in the digital space already creating an indelible mark in their domain I think your company has stood the test of time in what has always been perceived as a high risk industry for more than two decades now.
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Over the years as the businesses your company invested in have grown we have proved that being diversified is our key strength and the conglomerate approach, thats not prevalent in Asia, has finally established itself. We have made this happen by a constant and razor sharp focus on content and IP creation while we distribute it across platforms. We have spent a lot of time and research to understand our audience and there taste to fulfil, pre-empt and sometimes even create their consumption habits. Your companys strategic approach has been to 1. Integrated Platform of Media Businesses to Drive Growth and Innovation 2. Maintain Intellectual Property Rights Over Content 3. Create Properties with a 360o Approach With respect to each of the businesses: Television a. Produce a Wide Array of Television Content b. Focus on Quality in Airtime Sales c. Mass Specialty Channels Focused on Higher Yielding Audience Movies a. Enhance Production Capabilities b. Building Strong Team of Creative Professionals c. Expand Distribution Capabilities d. Development of Franchises Games and Interactive a. Powering forward with games content product development b. Supported by a true multiplatform strategy c. Growth through Content Creation and Technology Partnerships Your companys vision has clearly been to be a very vital part of the India Consumption Story to thrive towards high growth that leads to garnering a growing wallet share especially of the young Indian. To achieve this, your company has maintained a 5 year horizon and has invested in resources and MADE IT HAPPEN.

Warmly,

Ronnie Screwvala

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In just the past few years, the Motion Pictures division has created an indelible mark for itself in the Indian film industry. We believe the key to our success lies in our ability to develop in-house expertise in creative, production, syndication, marketing and distribution. In doing this, not only are we able to have full control over the creative and the production of the film, but also can maximize our revenue streams. In order to generate a rich and varied slate of films, we continue to build an internal creative team to develop content for the division. The team constantly focuses on identifying changing trends in the market, scouts for new talent and nurtures it through brand UTV. While strategically covering the Indian market, the distribution team endeavors to expand our reach across the globe to capture the large Indian Diaspora.

Movies

Making Dreams Happen

Today we distribute our films across 45 countries with a day and date release. The syndication team explores pre-selling of our movies, through syndication and licensing deals domestically as well as internationally. Not only are we able to monetize the current slate, but also look at ways of leveraging our library across platforms. At the same time, the team is constantly in search of newer mediums emerging in the market. This strategy enhances the value of our creative products over time by enabling us to exploit favorable marketing and distribution arrangements and maintain control over the capitalization of intellectual property rights in relation to the movies that we produce.
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SNAPSHOTS Raajneeti Raajneeti is the 5th largest Indian film of all time at the worldwide Box Office Udaan Udaan was the first Indian film to feature in the Un Certain Regard category at the Cannes Film Festival since 2003 The film, produced on a budget of only Rs. 3 crores, set a trend in the industry for small budget films which became a success driven by great content and strong marketing Won various best film awards and several accolades at major awards I Hate Luv Storys I Hate Luv Storys created a strong overseas market for Imran Khan and established him as one of the few male leads to open a film overseas Peepli Live Peepli Live was Indias official entry to the Oscars, making it the 4th UTV release in 5 years to be Indias nomination to the Academy Awards The film made its mark with innovative marketing strategies adopted to promote it Grossing over Rs. 20 crores in the domestic market and Rs. 3 crores in the international market on the opening weekend itself, set a benchmark for the highest opening ever for a non-cast film In the US, the movie grossed over USD 750000 with no stars and a non-traditional story, which is a good result for even a mid to large size film and more than what most traditional Bollywood films grossed last year UTV released Peepli Live during Ramadan which is normally considered a period of low footfalls, taking advantage of open release dates and availability of best sites, resulting in one of the highest box office collections for a film during that time of the year Tees Maar Khan Tees Maar Khan had the 3rd highest opening weekend of all time in Indian cinema after Dabangg and 3 Idiots In Australia, Tees Maar Khan broke all records with the highest opening day ever Pakistan opened at USD 58000, again making it the highest opening day ever for a Hindi film in the country Biggest opener ever for UTV, Farah Khan and Akshay Kumar The film released in over 2300 screens worldwide, making it one of the biggest releases of all time No One Killed Jessica No One Killed Jessica broke the January jinx and went on to become the highest grossing film ever with a purely female lead cast We Are Family We Are Family with a female centric cast is the third highest grosser in UK for 2010 after My Name Is Khan and Dabangg, both of which are Khan-starrers Other Key Highlights UTV is the only Indian movie studio to have 4 films cross the half a million GBP mark in UK in 2010 with Raajneeti, I Hate Luv Storys, We Are Family, and Tees Maar Khan UTV is the only Indian movie studio to have 3 films cross the 1 million USD mark in US in 2010 with Raajneeti, Guzaarish and Tees Maar Khan UTV had a strong presence at all the major film festivals 7 Khoon Maaf and Peepli Live at Berlin, Udaan at Cannes and Dhobi Ghat at Toronto increasing the awareness and presence of Indian films abroad and reaching out to new untapped markets in Europe and the Far East
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BROADCASTING CHANNELS
The UTV bouquet of channels is uniquely positioned in the cluttered broadcast space as it has a clear and razor sharp focus on building strong brands aimed at its core demographic - the upwardly mobile Indian Youth. Over the past three years of operations, UTV has not only created Indias fastest growing network, but also successfully built strong brands that engage consumers using cutting-edge content, out-of-the-box marketing and powerful research.

Making Engagement Happen

Television

The UTV network engages an enormous audience of 70 mn consumers week on week. The last year has been momentous for the network in terms of sheer growth on all parameters: Reach, GRPs (Gross Rating Points), Effective Rates and Revenue. This scorching growth has both been aided and effectively framed through a series of highly visible marketing activities. Also, this year saw a further impetus in distribution by expanding presence for the network across some more DTH platforms and increasing the international footprint for our channels in markets such as Malaysia, Middle East and more.
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UTV Bindass
The first Indian 360 degree Youth Entertainment Brand that prides itself on delivering unexpected, never-before experiences and path-breaking content. With its aggressive, cutting-edge and trendy programming plan which took reality television to a whole new level, UTV Bindass has established itself as a cult among its viewers. Brand Bindass cumulatively expanded its reach within its target group in the year with the power of TV, Web, Mobile, Ground and Campus activities. We have become a platform for self expression that mirrors millions of free-spirited Indian youth. Highlights UTV Bindass ruled undefeated as the No. 1 Youth Channel from July to December 2010 The advertising rates of the channel were tripled over the last one year On ground, UTV Bindass reached Indias top 25 colleges across 11 cities and over 2 lac students through its innovative Bindass Campus Attack Initiative Bindass conducted the most Denitive Youth Research Study (called Jigsaw) along with Synovate. Conducted across 6 major cities using a combination of innovative methodologies, this research won the best qualitative paper of the year - 2011 at the 2nd MRSI (Market Research Society of India) seminar UTV Bindass launched a unique CSR initiative on Facebook - for every 10 million likes on the Bindass facebook page, it would donate Rs. 5 lacs to CRY - Child Relief and You. The Facebook LIVE feeds were also integrated on the channel live via a ticker. The Facebook fans of Bindass increased from 50,000 to 3.5 lacs currently

UTV Bindass, along with exchange4media, created the Youth Marketing Summit a one of its kind forum with an appropriate mix of Indian and International speakers, was attended by over 300 people from the trade fraternity Emotional Atyachaar for its First Season won the prestigious award of Indias No. 1 non-ction youth show at the Indian Telly Awards Emotional Atyachaar continued to rule as the No.1 reality show in the genre with an opening of 1.5 TVR in the channels target group. The show has become a franchise now and has also launched an EA music album with T-Series

UTV World Movies

A first in the Indian television space, dedicated to bringing the best of International Cinema to Indian audiences, the UTV World Movies library is truly one-of-a kind with 600 award-winning blockbuster titles from more than 40 countries.

Highlights UTV World Movies was the Official Cinema partner for the Kala Ghoda Festival and the Indian Film Festival 2011 Bollywood and Beyond held in Australia Associated with the premier of many blockbuster titles including Hurt Locker, The Expendables and more UTV World Movies was the rst brand in India to leverage the Blackberry Messenger as a possible reaching out media Released 16 titles on home video like Amelie, Killing Fields, Brick Lane, Waltz with Bashir, Baran and others UTV World Movies associated with the most popular Indian band - Indian Ocean for a tour across all the Hard Rock Cafs in India Savour the World Flavour is a unique initiative wherein one would be able to experience customized menu according to the movies that would be showcased during the festival Oscar Fever with Big Cinemas - February 2011 across Mumbai, Delhi, Pune, Ahmedabad and Jalandhar featuring highly acclaimed films like The Social Network, Inception, Avatar, Inglourious Basterds, 127 Hours, Toy Story 3, Inside Job, True Grit and Rabbit Hole
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 UTV World Movies introduced Premier - The Short Film Competition to recognize and showcase some upcoming talent in the short film segment. The contest was judged by an esteemed panel of three renowned directors Raj Kumar Gupta, Paresh Mokashi and Sooni Taraporevala

UTV Action

Marking the trend of maturity in the generic movie platform and realizing the potential of genre specific offerings - UTV Action was launched in January 2010, as Indias first and only channel to showcase Hollywood Action films. After having established a strong positioning with the Indian Youth, the network has created a male franchise with this offering.

Television

With an almost 70% skew towards Male viewership, UTV Action is the new dream mate of the Indian Male and has emerged as a Cricket alternative for Indian Advertisers UTV Action formed a cross promotion alliance with the popular Marvel Comics Created Panja Championship in three cities Mumbai, Delhi & Bangalore, which saw participation from the top agencies A unique experience was created with Action Adventure Weekends in Mumbai & Delhi for key trade UTV Action acquired first time telecast rights for 70 films from the Sony Pictures library. This is a 3-year exclusive first showcase deal for Hindi dubs of these action titles Salt, Karate Kid, Other Guys, Resident Evil: Afterlife along with key titles like Spiderman franchise, Terminator Salvation, Angels and Demons and a plethora of other action blockbusters Leveraged the World Cup season with the launch of a one-of-its-kind online game titled Balla Bol powered by dream11.com

UTV Movies
Despite the emerging competition from all GECs, who are now showcasing top Hindi titles, this channel has stood its ground not just in terms of viewership but also revenues. UTV Movies naturally commands a high level of respect amongst the Hindi Movie Channel viewers, which is evident from the steady TSV (Time Spent per Viewer) that it enjoys. With a 450 plus movies library and good distribution, the channel reaches mass audiences and is the flagship in the networks portfolio. Highlights UTV Movies rolled out an extensive outdoor campaign to promote Jeeyo Bollywood. The channel promoted this through various on-ground initiatives across 41 cities. The activities included auto bhopu (loudspeaker) playing the new jingle, mall promotions and feet-on-street activities

The channel has already created an indelible mark amongst consumers and in the trade. The power packed library of superbly selected titles along with outstanding brand work, packaging and marketing has resulted in UTV Action emerging as a new source of cool, as per our research studies, across both metro and non-metro markets. Highlights Achieved average TSV (Time Spent per Viewer) of 40 mins/week in first quarter of launch, making it actually comparable to the heavy usage Hindi Movie genre

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 The past year has seen UTV Movies celebrate the biggest names of Bollywood with festivals dedicated to Salman Khan, Aamir Khan, Akshay Kumar and Ajay Devgn and has begun innovations by associating with new movies at the time of release such as Dil To Bachcha Hai Ji and Dum Maaro Dum The channel has ranked at second position in the Hindi movie genre in the Pitch Media Brandometer, which is a study to gauge the perception of the channel amongst 630 media planners across the country Some of the biggest titles of 2010 have been showcased on the channel like Blue, Aisha, LSD Love, Sex aur Dhokha and more With an aim to give the aam junta an opportunity to live their Bollywood dream, UTV Movies and PVR Cinemas presented Jeeyo Bollywood Awards. These first-of-its-kind viewers choice awards gave the common man not just an opportunity to vote for their favourite stars but a few lucky ones got the opportunity to meet and personally hand over the award to them TELEVISION CONTENT During the past year, we continued the success story of our programming in both non-fiction and fiction segments, helping broadcasting partners reach leadership positions. On fiction, we started with Rakth Sambandh on Imagine & Dor Mayke Se Bandhi on Star Plus. Emotional Atyachaar, which helped UTV Bindass reach the number 1 position, continued its success with the launch of its second season. This year, we were also commissioned to produce Boogie Woogie, a dance show & Maa Exchange, a reality show for Sony. In addition, we produced several programs in the regional space i.e. Prajaktaa in Marathi for Mi Marathi, Raktha Sambandh in Telugu for Gemini TV, Veera Marthanda Varma in Malayalam for Surya TV, a game show Deal or No Deal in Tamil, Telugu, Kannada & Malayalam for Sun Network, Maaylek for ETV Marathi and Ratha Saptami for Udaya TV. The production house also produced a reality show The Assignment for the news channel Bloomberg UTV. Produce a Wide Array of Television Content Thrust has been to lay a strong blueprint to strengthen the fiction space keeping in mind the longer horizon of the show on air and also the fact that it reaches a wider audience as compared to a non-fiction, which is seasonal or an activity run.

However, we will continue to pioneer new concepts and entertain our audiences with all the genres of programming - with a balancing act between fiction and non-fiction. UTV has emerged as the only production house to have equal expertise in both spaces and also in creating regional, Hindi and English content with equal ease. Our shows in the last year have spanned across GECs, specialty channels to business news hence reaching a wider spectrum of audiences. A new trend which has emerged that we have been quick to leverage was going HD - Maaylek on ETV was our first show followed by Dor - Mayke Se Bandhi which was the first show on Star Plus to be shot in HD. Focus on Quality in Airtime Sales In the airtime sales business, we are leveraging our strong position to concentrate on quality more than quantity by having better performing shows providing higher returns on investment. This business has shown steady growth during the fiscal. During the year, we managed a monthly average of approximately 120 hours of content across all leading South Indian Channels such as Sun TV, Gemini TV, Udaya TV and Surya TV. In this fiscal, UTV had 8 among the Top 5 programs in their respective genres and channels. UTV still retains the leadership slots on Sun TV where the top slot on the channel, a show called Thirumati Selvam, belongs to the Company. Also Deal or No Deal was at the top position among weekend shows on Sun TV and Surya during its run. Dubbing Having state-of-the-art dubbing facilities with 6 studios and a talent bank of over 500 voices across languages, dubbing has evolved into a stable business for UTV. We have dubbed more than 8,000 hours of content into Hindi, Gujarati, Marathi, Tamil, Telugu and Malayalam for television serials, documentaries and films including animation titles. During the year, we provided our dubbing services for television content to large international players like Disney, National Geographic Channel, The History Channel and various others including UTV Bindass, NDTV Good Times and UTV Action.
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1. GAMES CONTENT We believe in the potential of the Games business and continue to focus on creating high quality original IPs in our studios worldwide, across console, mobile and online games, through UTV Ignition and UTV Indiagames. There is no industry worldwide that has gathered as much momentum as the games industry. Realizing the potential, UTV jumped onboard and became a key player originating out of India, well ahead in time across all three platforms of gaming mobile, web and console. Our multi-platform presence allows us to create games across all forms, leading to the opportunity of optimum monetization.

Games & Interactive

Making Connect Happen

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1.1. Console Games This has been a very exciting year for the console business in which UTV Ignition was in preparation for its first AAA launch, El Shaddai: Ascension of The Metatron The game was officially announced to consumers during the Tokyo Game Show to rave reviews including the Best Future Game award The game released in Japan on April 28th and has been extremely well received in the market Prior to release El Shaddai finalized merchandising deals with the number 1 Jeans company in Japan Edwin and the number 1 Toy Company in Japan Bandai Toys Blacklight Tango Down, the first digital download title in the console business, was also nominated for several E3 2010 awards, including IGNs Best of E3 and Machinimas Best Online Multiplayer Game Tango Down was released in XBLA on July 7, 2010 and in the first 24 hours it sold more than 20,000 digital downloads and ranked amongst the Top 10 in downloads on XBLA Released in March, another digital title Swarm on PS3 is a very unique and award-winning game concept In this fiscal, the console business relocated and consolidated its Florida studio development and its Los Angeles Publishing business into one single location at Austin. This new centralized facility was chosen to take advantage of the area's thriving high-tech games industry, burgeoning talent pool and to create synergies between the development and the publishing team

1.2. On Interactive TV UTV Indiagames associated with Airtel Digital in addition to Reliance Big TV on an exclusive basis to manage games on DTH Also launched the first ever ad-funded DTH game for Axe Music Star 1.3. Online Games We continued our focus on self created content out of the US and Beijing Studios. During the year we realized significant cost savings and efficiencies by consolidating the studios to Austin, Texas and Beijing. Officially launched one of the most awaited MMOGs Mytheon Also struck the first syndication deal for Mytheon for a European territory In addition, Faxion completed its closed beta testing and will be released in 2011-2012 Partnered with South East Asia based AsiaSoft to bring the game Warrior Epic to Asia

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Games & Interactive

1.4. Mobile Games We have added to our growth trajectory in this business with the addition of new titles and exclusive distribution rights for many international publishers. The mobile game products are developed and published across all major technology platforms and are distributed through partnerships with mobile operators in over 75 countries Partnered with global major Electronic Arts to introduce first-in-India full game digital download offering Download to Own for PC games on its Games on Demand (GoD) platform The Games on Demand business has shown steady growth throughout the year reaching a subscriber base of more than 85,000 users One of the three Indian companies to reach the 1mn download milestone on Nokias OVI Store. Overall downloads from Nokias OVI Store over 14 million to date Along with Mindtwister we launched the award-winning board game Pentago for mobile feature phones and smart phones alike Partnered with World Cyber Games to bring the premier international video game competition in India for the ninth year Partnerships Mobile Streams for Mobile Content distribution Sidebar, Inc, a leading technology company to deliver personalized recommendations Zenga TV a leading Mobile TV and web streaming solutions provider for providing video services on mobile Leading the Cricket games category on smartphones with various games releases including Cricket T20 Fever, IPL T20 Fever, Cricket World Cup Fever etc Reached the top 20 with each of these games in the UK, Australia, South Africa, New Zealand, India, Sri Lanka and Pakistan App Stores Strong entry into the Android Marketplace with the Cricket titles Cricket T20 Fever and IPL T20 Fever dominating the sports categories worldwide The Bruce Lee Dragon Warrior game became one of the only six titles to be embedded into Sony's new PlayStation phone device (i.e. Sony Ericsson Xperia Play) Cementing global dominance on mobile games development with Pirates of the Caribbean - On Stranger Tides game in partnership with Disney

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2. DIGITAL MEDIA We believe in the tremendous potential of the digital medium and are creating products and applications that consumers can use and enjoy Entertainment on the GO! 2.1. Audio We consolidated the Audio Cinema product by expanding presence across operators, which has become UTV Interactives flagship product and has grown to an active base of 2 million users. Audio Cinema is the second largest consumed product for mobile entertainment after CRBT The Interactive team also extended its Audio Cinema success story to the Audio Devotion product Already at a base of approximately 1 million users in its first few months of launch The service is currently available in 6 languages UTV renewed worldwide exclusive digital rights with Movie Box Records to include mobile content services including CRBT, WAP, SMS, Mobile Radio, Videos on 2G and 3G services UTV Interactive boasts of a library of over 15,000 songs and continues to add digital and music rights for various upcoming movies and independent albums from both Indian and International artists Interactive division has also been a very strong regional player, particularly in the Southern region where it owns the largest regional movie catalogue from Lahiri

2.2. Celebrity Business UTVs Celebrity division has emerged as number one provider of Interactive celebrity content across two tier 1 operators Tied up with Bollywood sensation Priyanka Chopra for voice chats, voice blogs & created her official YouTube channel Exclusively got John Abraham on board for his official web and voice destinations Got Andhras leading actress lleana DCruz on board for voice blogs, voice chats and official YouTube channel Hosted the maximum number of celeb chats: Hrithik Roshan, Prachi Desai and more Even in regional markets: Jagadeesh Kumar, Satinder Sartaaj and more UTV Interactive won the Innovative Product of the Year award for the Voice Chat product at the prestigious WAT Awards 2011 2.3. UTV Mobile Video UTV's Mobile Video division is based on the premise that content for mobile has to be created by listening to mobile users and then giving them what they want We listen by scanning the web and mobile for what people are searching for, be it Shakira or Priyanka Chopra and then, work with the talent directly to create content that will appeal to the medium and it's sensibilities UTV Interactive is all set to captivate the youth as well as the masses by providing entertainment on their private screens UTV is tapping into its entire eco-system of content creators and existing celebrity relationships, it is using the same eco-system of teams and individuals who have re-defined films and television, from Rang De Basanti to Sheila ki Jawani, from Big Switch to Emotional Atyachaar and for the first time is bringing its entire creative might for mobile content Innovative video entertainment, ranging across popular genres that interest the youth - Bollywood, Comedy, Astrology, Religion, Health and Fitness will be especially conceptualized for the on-the-go consumer of today
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Board of Directors

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1. Mr. Rohinton Soli Screwvala (Chairman & Managing Director) Mr. Rohinton S. Screwvala is a founder of UTV Software Communications Limited. He has helped the company evolve into a Global Entertainment Company within a short span of twenty years. During the 1990's, while the national broadcaster (Doordarshan) enjoyed a monopoly in television broadcasting, he gave the Indian viewers rst taste of choice, when he started India's very rst Cable TV network. Recently rated by Fortune as Asias 25 most powerful not only has he built up one of India's rst global media & entertainment houses, with full-edged divisions catering to various aspects of the entertainment industry, but has also contributed to the growth of the Television, Animation, Feature Film and Broadcasting industries in India, Singapore and Malaysia. Mr. Screwvala graduated from Mumbai's Cathedral and John Cannon School and Sydenham College of Commerce. He also has a passion for theatre and as a hobby, acted in several theatre productions. Mr. Screwvala is a recognized media name in Asia and is regularly invited to lecture and participate in global forums in the US, UK and Europe. 2. Mr. Deven Khote (Executive Director) Mr. Deven Khote is a Commerce graduate from Mumbai University and has played a key role in establishing the credentials of the Company as one of Indias leading media production companies. Starting his career with UTV's early TV game and quiz shows, he simultaneously trained as an Editor and set up the rst high end editing and special eects facility in India. His TV credits include the multiple award-winning Lifeline, which he conceived, edited and co-directed. He has been on our Board since April, 1991. He helped establish UTV as one of India's leading advertising lm production companies, directing lms for the Company and other major national and international clients and advertising agencies, across all brands and market segments. These included Britannia, Coca-Cola, Colgate, Fiat, Godrej, Hero Honda, HLL (now HUL), J & J, Lakme, LG, Liberty, Maruti, P & G, Pepsi, Raymonds, Tata Tea and Videocon. He has also made various Public Service lms including the award-winning 'Doodh... Piyo Glassful' for NDDB. 3. Ms. Zarina Mehta (Non-Executive Director) Ms. Zarina Mehta is one of the three founder directors of UTV and is on the Board of the UTV Software Communications Limited. Over the last 20 years, Zarina has been responsible for the start-up & creation of some of UTV's major divisions and has produced over 3500 hours of high TRP, award-winning television programming in multiple languages and multiple countries. She headed Hungama TV & supervised the launch of Hungama TVs prototype channels Astro Ceria in Indonesia & Malaysia. She has also been instrumental in the launch of Brand Bindass and in establishing it as the leading youth brand in the country. Currently she is the Chief Creative Ocer of the UTV Network and UTVs Interactive ventures. Ms. Mehta's initial training was as a theatre actor; she has performed in several leading productions.
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4. Mr. Andy Bird (Non-Executive Director) Mr. Andy Bird, Chairman, Walt Disney International is a talented executive with strong media, entertainment and business experience. He has built businesses in Europe, Latin America and Asia. Over the past three years, he has overseen a remarkable growth and expansion of Disney's businesses in overseas markets. Prior to Disney, Mr. Bird was with Time Warner, where he worked in cable televisions, broadcasting and the wireless arena. 5. Mr. Robert Gilby (Non-Executive Director) Mr. Robert Gilby is currently the Managing Director of Media Distribution, The Walt Disney Company Asia Pacic. In this role, he is responsible for distributing all Disney's movies, television series and channels to broadcasters, platforms and digital media across the Asia Pacic region. With more than 16 years of Broadcasting and Media experience, Mr. Gilby has held a variety of leadership roles in the Asia Pacic and European regions with leading global organizations such as The Walt Disney Company, Time Warner and PricewaterhouseCoopers. As a passionate advocate of the Indian broadcast industry, Mr. Gilby has more than 10 years experience in the Indian media industry across sectors such as production, movies, entertainment and news broadcast networks, in various roles of general management, sales, marketing, strategy, nance and business development. 6. Mr. Kevin Mayer (Non-Executive Director) Mr. Kevin Mayer, an MBA from Harvard University, is the Executive Vice President, Corporate Strategy and Business Development of The Walt Disney Company since June 2005. Mayer leads the smaller, tightly focused group as it targets new emerging businesses to Disney's existing portfolio, manages cross-divisional issues and opportunities and evaluates new technology and business models. While at Disney, Mr. Mayer worked in strategic planning at Walt Disney Internet Group. At the internet group, he served as executive vice president and as such was responsible for the operations, business plans, creative direction and distribution of Disney's popular websites, including ESPN.com and ABC News.com 7. Mr. Sanjaya Kulkarni (Non-Executive Independent Director) Mr. Sanjaya Kulkarni is a nance professional and has been formerly associated with Citibank. He was a promoter of 20th Century Finance Corporation Limited, Centurion Bank etc. Mr. Kulkarni, an engineer from IIT Mumbai and an MBA from IIM Ahmedabad, has varied experience in private equity, consumer nance, treasury, merchant banking etc. He has been on our Board since February 2002. 8. Mr. Darius Shro (Non-Executive Independent Director) Mr. Darius Shro, B.A.L.L.B., Attorney at Law, is a Senior Partner in Crawford Bayley & Co., Solicitors & Advocates. He has been on the Board of the Company since May 2000. Mr. Shro is also on the Board of various other companies, associations, Chambers of Commerce, etc. 9. Mr. Suketu Shah (Non-Executive Independent Director) Mr. Suketu Shah holds an MBA degree from Harvard Business School. He has been on our Board since July, 2000. Mr. Shah is currently the Joint Managing Director of Mukand Limited, a special steel and alloys producer. He has worked in leading global and Indian organizations like Bajaj Auto, International Finance Corporation, American Express Bank, etc. He is also associated with various Indian and International trade bodies like Confederation of Indian Industry (CII), Alloys Steel Producers Association, Harvard Business School Association of India, Young Presidents' Organisation, etc. 10. Mr. Prem R. Mehta (Non-Executive Independent Director) Mr. Prem Mehta, an MBA and a graduate in Commerce, was also the Chairman and Managing Director of Lintas India Pvt Ltd, India's leading communications Group. Lintas India is a part of the Lowe & Partners global advertising network, which in turn is a member of the Interpublic Group of Companies USA, a multi-billion dollar communications group. Mr. Mehta's experience also includes long years on the marketing side with organizations like Unilever and Proctor & Gamble where he lead the launch of many products during his tenure. Professionally, Mr. Mehta has been awarded the "Hall of Fame" by the Advertising Agencies Association of India as well as the Advertising Club, Calcutta. He is currently the Chairman, Northpoint Centre of Learning, an Independent Director on various Company Boards and a Management Consultant. He also periodically addressed executive MBA students of Columbia University, HEC School and has been a regular speaker at industry forums. 11. Mr. Narendra Ambwani (Non-Executive Independent Director) Mr. Narendra Ambwani, an Electrical Engineer from IIT Kanpur and PGDBA-IIT Ahemdabad, until March 2009 was the Managing Director of Johnson & Johnson India (J & J India). During his tenure, Business Today rated J & J Consumer as No.3 in 2007 survey of Best Companies to work for in India. Mr. Ambwani participates in Boards of several Indian companies and provides strategic business advice to many local and international organizations. He is also on the Board of Governors of Advertising Standards Council (ASCI) since 2007. 12. Mr. Sanjay Purohit (Non-Executive Independent Director) Mr. Sanjay Purohit is a seasoned business leader with over 23 years experience in managing and growing protable businesses and brands across varied consumer product categories. He is currently the Managing Director, Levi Strauss (I) Pvt Ltd., whom he joined in July 2010. In his current role, he is responsible for the India operations, one of the key global markets for this iconic American jeanswear company. Prior to joining Levi Strauss, Mr. Purohit was Executive Director, India Marketing and Asia Chocolate Category at Cadbury India Ltd. He was with Cadbury India for over 11 years in various roles in Marketing, Sales and Business Development. Mr. Purohit has also worked for Mobil Oil Corporation in their India LPG JV, Asian Paints, Aristocrat Luggage and Goodlass Nerolac Paints. He has done his Bachelors in Mechanical Engineering from the National Institute of Technology, Surathkal and his PGDM from the Indian Institute of Management, Bangalore.
15

DIRECTORS REPORT

Dear Members, Your Directors take pleasure in presenting the 21st Annual Report on the operations of your Company for the financial year ended March 31, 2011.

1. FINANCIAL HIGHLIGHTS : COMPANY STAND ALONE

Particulars Sales and Services Other Income TOTAL INCOME Direct cost Sta cost Other Expenses TOTAL EXPENSES PROFIT BEFORE INTEREST, DEPRECIATION AND TAX Less: Interest & nance charges (net) PROFIT BEFORE DEPRECIATION AND TAX Less: Depreciation PROFIT BEFORE TAX & EXCEPTIONAL ITEM Exceptional Item Write down of Assets in accordance with Scheme Transfer from Business Restructuring Reserve Account PROFIT BEFORE TAX Less: Provision for Taxation -Current -Mat Credit Entitlement -Deferred Tax Total of Taxes PROFIT AFTER TAX Balance Prot brought forward NET PROFIT AVAILABLE FOR APPROPRIATION Appropriations Transfer to Debenture Redemption Reserve BALANCE CARRIED TO BALANCE SHEET Year ended 2010-11 5,456.78 18.52 5,475.30 3,689.28 282.05 192.19 4,163.52 1,311.78 (46.47) 1,358.25 19.24 1,339.01

(Rs. in Million) Year ended 2009-10 3,265.20 91.37 3,356.57 2,350.09 209.11 225.39 2,784.59 571.98 165.34 406.64 19.06 387.58
(4,577.21) 4,577.21

1,339.01 268.10 (267.97) -0.13 1,338.88 2,444.52 3,783.40 200.00 3,583.40

387.58 62.52 (71.46) (191.99) (200.93) 588.51 1,004.09 1,592.60 200.00 1,392.60

18

DIRECTOR'S REPORT

CONSOLIDATED
Particulars
Sales and Services Other Income TOTAL OF INCOME INCOME EXPENDITURE Direct cost Direct Cost Sta cost Sta Cost Other Expenses Other Expenses TOTAL EXPENSES TOTAL OF EXPENSES PROFIT BEFORE INTEREST, DEPRECIATION AND TAX

Year ended 2010-11 9,295.09 5,456.78 191.32 18.52 9,486.41 5,475.30 3,689.28 5,926.84 282.05 779.60 192.19 983.11 4,163.52 7,689.55 1,311.78 (46.47) 1,796.86 1,358.25 343.12 19.24 1,453.74 1,339,01 73.64 1,380.10
--1,380.10 268.10 (267.97) 332.42 -(328.66) -0.56 0.13 4.32 1,338.88 1,375.78 2,444.52 20.98 3,783.40 1,354.80 200.00 2,229.03 3,783.40 200 3,383.83

Year ended 2009-10 6,640.53 3,265.20 204.27 91.37 6,844.80 3,356.57 2350.09 4,473.03 209.11 618.01 225.39 1076.16 2,784.59 6167.20 571.98 165.34 677.60 406.64 384.46 19.06 293.14 387.58 61.66 (4,577.21) 231.48 4,577.21 (6,077.21) 6,077.21
231.48 62.52 (71.47) 123.33 -(130.22) (191.99) (263.36) (200.94) (270.25) 588.52 501.73 1,004.09 (31.59) 1,592.60 533.32 200.00 1,773.11 1,392.60 200.00 2,106.43

Write down of Assets in accordance with Scheme PROFIT from Business TransferBEFORE TAX Restructuring Reserve Account Less: Provision for Taxation PROFIT BEFORE TAX -Current Less -Mat Creditfor Taxation : Provision Entitlement - Current -Fringe Benet Tax - Mat Credit Entitlement -Deferred Tax - Deferred Total of Taxes Tax TOTAL AFTER TAX PROFIT OF TAXES PROFIT BEFORE MINORITY INTEREST Balance Prot brought forward Less PROFIT AVAILABLE FOR APPROPRIATION NET : Minority Interest PROFIT AFTER MINORITY INTEREST Appropriations Balance Prot broughtRedemption Reserve Transfer to Debenture forward BALANCE CARRIED TO BALANCE SHEET Appropriations Transfer to Debenture Redemption Reserve BALANCE CARRIED TO BALANCE SHEET

Less: Interest & nance charges (net) PROFIT BEFORE INTEREST, DEPRECIATION AND TAX DEPRECIATION AND TAX Less :Depreciation nance charges (net) Interest and Less: PROFIT BEFORE DEPRECIATION AND TAX TAX & EXCEPTIONAL ITEM Less : Depreciation Exceptional Item Write down of Assets in accordance with Scheme PROFIT BEFORE TAX AND EXCEPTIONAL ITEM Transfer from Business Restructuring Reserve Account Exceptional Item

2. DIVIDEND :
In order to conserve the resources to augment future growth, your directors do not recommend any dividend for the financial year 2010-11.

19

3. SUBSIDIARIES COMPANIES :
As at 31st March, 2011, the Company has the following subsidiaries viz. (1) IG Interactive Entertainment Limited (2) UTV Communications (USA) LLC (3) Ignition Entertainment Limited- UK and its wholly owned subsidiaries i.e. Ignition Entertainment Limited (USA) and Ignition London Limited (formerly known as Digi-Guys Limited) (4) Indiagames Limited (5) UTV TV Content Limited and its subsidiaries RB Entertainment Limited, Vikatan UTV Content Limited and UTV Tele Talkies Limited (6) First Future Agri and Developers Limited (7) UTV Global Broadcasting Limited and its wholly owned subsidiaries i.e. Genx Entertainment Limited and UTV Entertainment Television Limited (8) UTV Games Limited and its subsidiary True Games Interactive (9) UTV New Media Limited As at 31st March, 2011, IG Interactive Entertainment Limited., UTV Communications (USA) LLC, UTV Games Limited, UTV New Media Limited, First Future Agri and Developers Limited and UTV TV Content Limited are wholly owned subsidiaries of the Company. Ignition Entertainment Limited (UK) is 89.58% subsidiary of IG Interactive Entertainment Limited Indiagames Limited is 58.62 % subsidiary of your Company. True Games Interactive is 95% subsidiary of UTV Games Limited UTV Tele Talkies Limited and Vikatan UTV Content Limited respectively are 51% and RB Entertainment Limited is a 60% subsidiary of UTV TV Content Limited. The statement pursuant to section 212 (8) of the Companies Act, 1956 in respect of subsidiaries is attached. The Consolidated Accounts of your Company and its subsidiaries are presented as part of this annual report in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India. The Ministry of Corporate Affairs, vide its Circular No.2/2011 dated 8th February,2011 had granted general exemption from attaching the Audited financial statements along with the reports of the Board of Directors and the auditors report of the subsidiary companies to the balance sheet of its holding company subject to the fulfillment of certain conditions. Accordingly, the audited financial statements along with the reports of the Board of Directors and the auditors report of the following subsidiaries are not attached to the balance sheet of the Company (1) IG Interactive Entertainment Limited (2) UTV Communications (USA) LLC (3) Ignition Entertainment Limited- UK and its subsidiaries i.e. Ignition Entertainment Limited (USA) and Ignition London Limited (erstwhile Digi-Guys Limited) (4) Indiagames Limited (5) UTV TV Content Limited and its subsidiaries RB Entertainment Limited, Vikatan UTV Content Limited and UTV Tele Talkies Limited (6) First Future Agri and Developers Limited (7) UTV Global Broadcasting Limited and its subsidiaries i.e. Genx Entertainment Limited and UTV Entertainment Television Limited (8) UTV Games Limited and its subsidiary True Games Interactive (9) UTV New Media Limited As per the terms of the said exemption, a statement containing brief nancial details of the Companys subsidiaries for the year / period ended 31st March, 2011 is included in the Annual Report. Accordingly, the audited accounts of the above mentioned subsidiary companies are not attached. The audited accounts of the subsidiary companies are kept for inspection by any member at the Companys registered office and copies will be made available on request to the members when requested.

20

DIRECTOR'S REPORT

IG INTERACTIVE ENTERTAINMENT LIMITED (IG) IG was incorporated on September 6, 2004 with an intention to carry out Film Acquisition, Syndication and Distribution business in the United Kingdom. As at 31st March, 2011 it posted sales of GBP 1,834,953 (Previous Year GBP 717,185) and a net loss of GBP (1,024,645) [Previous Year net loss (1,403,531)]. During the year under review, your Company subscribed to 11,579,705 preference shares of IG of GBP 1 each. Ignition Entertainment Limited (UK) continued to be 89.58% subsidiary of IG and Ignition Entertainment Limited (USA) and Ignition London Limited continued to be 100 % subsidiaries of Ignition Entertainment Limited (UK)

UTV COMMUNICATIONS (USA) LLC ('UTV US') UTV US was incorporated on April 26, 2004 with an intention to carry out film acquisition, syndication and distribution business in the United State of America (North America) and other surrounding territories. As at 31st March, 2011 it posted sales of USD 8,009,509 (Previous year USD 18,255,653) and a net profit of USD 2,951,690 (Previous Year USD 8,142,084).

INDIAGAMES LIMITED Indiagames Limited ('Indiagames') was incorporated on February 1, 2000 and is Indias benchmark mobile and online games company and a leading global mobile game publisher. Indiagames is engaged in publishing and developing games across various platforms. As at 31st March, 2011 it posted sales of Rs. 523.93 million (Previous Year Rs.377.07 million) and a net profit of Rs. 24.75 million (Previous Year net loss (Rs. 34.86 million) On October 13, 2010 your Company transferred 1.78% stake in Indiagames Limited held on behalf of management shareholders. Accordingly, your Company holds 58.62% stake in Indiagames as at 31st March, 2011.

UTV TV CONTENT LIMITED ('UTV TV') UTV TV a 100% subsidiary of your Company was incorporated on July 9, 2007 to carry on the business of producing, exhibiting and distribution of television serials/programmes for various television channels. RB Entertainment Limited (RBEL) a 60:40 joint venture between UTV TV and Mr. Rajesh Beri was incorporated on May 6, 2008, UTV Tele Talkies Limited (UTTL) a 51: 49 joint venture between UTV TV and Mr.Prashant Jadhav was incorporated on 3rd July, 2009 and Vikatan UTV Content Limited (Vikatan) a 51: 49 joint venture between UTV TV and M/s Vikatan Tele Vistas Private Limited was incorporated on 12th May, 2010. Hence, RBEL, UTTL and Vikatan incorporated with intent of producing content for television channels are downstream subsidiaries of your Company.

21

FIRST FUTURE AGRI AND DEVELOPERS LIMITED (FFADL) First Future Agri and Developers Limited continued to be a 100% subsidiary of your Company. During the year under review, FFADL allotted 16 million equity shares at par to your Company. UTV GLOBAL BROADCASTING LIMITED (UGBL) UGBL was incorporated on June 6, 2007 with an intention to carry on the business of broadcasting of satellite television channels in India. UGBL continued to be 84.99% subsidiary of your Company. As at 31st March, 2011 it posted consolidated sales of Rs. 2,316.63 million (Previous Year Rs. 1,511.02 million) and a net loss of Rs. 147.76 million (Previous Year net loss Rs. 261.84 million) UGBL is a parent company for its two wholly owned subsidiaries, Genx Entertainment Limited (Genx) and UTV Entertainment Television Limited (UETL). Genx and UETL are engaged in the business of uplinking and broadcasting entertainment (non-news / current affairs) channels from India. The channels UTV Bindass and UTV Action are housed under Genx and the channels UTV Moviesand UTV World Movies are housed under UETL.

UTV GAMES LIMITED (UTV Games) UTV Games Limited is a 100% subsidiary of your Company and was incorporated on September 5, 2008 to carry on the principal activity as of investment holding. During the year under review, UTV Games acquired 15% additional equity from the minority shareholders in True Games Interactive (True Games), thereby making True Games its 95% subsidiary.

UTV NEW MEDIA LIMITED (UNML) UNML a 100% subsidiary of your Company was incorporated on September 20, 2007 to carry on the business of developing and maintaining websites and acquisition and exploitation of digital rights on mobile and digital platforms. As at 31st March, 2011 it posted sales of Rs. 231.08 million (previous year Rs. 119.07 million) and a net profit of Rs. 44.14 million (previous year net loss (Rs. 73.72 million) Your Company was conducting its celebrity and video business through UNML, which now for the purpose of synergy is conducted directly by your Company with effect from 1st January, 2011.

SCREENSHOT TELEVISION LIMITED (STL) STL a 50:50 Joint Venture (JV) between the Company and Mrs. Smriti Irani was incorporated on December 6, 2007 under the name Smriti Irani Television Limited to house the joint venture with Mrs. Smriti Irani for television content production. The name of the Company was changed to Screenshot Television Limited w.e.f 8th July,2010. On 10th May, 2011 your Company acquired 50% stake in SITL from its JV partner, thereby making SITL its wholly owned subsidiary of your Company.

22

DIRECTOR'S REPORT

4. ISSUE OF ADDITIONAL SECURITIES :

During the year under review, the Company has issued and allotted 2,500 equity shares of Rs.10/-each pursuant to the exercise of stock options at Rs.311/-per share under UTV Employee Stock Option Scheme,2007. The said issue of securities was listed on December 9, 2010 and December 13, 2010 on Bombay Stock Exchange Limited and National Stock Exchange of India Limited respectively and are regularly traded.

5. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

Your Company adheres to high standards of Corporate Governance. Your Company has complied with the Corporate Governance code as stipulated under the listing agreement with the stock exchanges. A separate section on Management Discussion and Analysis and the Corporate Governance report along with a certificate from Company Secretary in practice confirming the level of compliance is annexed and forms a part of the Directors Report.

6. DIRECTORS :
At the meeting of the Board of Directors of the Company held on 30th May, 2011, Mr.Rohinton Screwvala was re-appointed as CMD & Chief Executive Officer for a period of 5 (five) years from 1st August,2011 subject to the approval of the members at the ensuing Annual General Meeting. Mr. Narendra Ambwani, Mr.Darius Shroff and Mr.Suketu Shah retire by rotation and being eligible, offer themselves for re-appointment.

7. FIXED DEPOSIT :
Your company has neither accepted nor renewed any fixed deposit in respect of the year under review.

8. AUDITORS :
M/s. Price Waterhouse & Co., Chartered Accountants, the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. It is proposed to re appoint them as the statutory auditors of the company until the conclusion of the next Annual General Meeting. M/s. Price Waterhouse & Co., have under section 224(1) of the Companies Act, 1956 furnished the certificate of their eligibility for reappointment.

9. AUDITORS REPORT :
The Auditors Report to the shareholders does not contain any qualification.

23

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
The particulars as prescribed under sub-section of section 217 of the companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the annexure, which forms part of this report.

11. EMPLOYEES STOCK OPTION SCHEME :

Your company had introduced Employees Stock Option Scheme/s by the name 'UTV Employees Stock Option Scheme 2007', 'UTV Employees Stock Option Scheme 2009' and 'UTV Employees Stock Option Scheme 2010' ('the Scheme') for permanent employees and directors of the company and of its subsidiaries. The Scheme is being administered by Remuneration cum Compensation Committee. Disclosure pursuant to Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines is given in the Annexure to this Report.

12. PARTICULARS OF EMPLOYEES :

Information as per section 217 (2A) of the Companies Act, 1956 read with rules framed there under is required to be a part of this report. However, pursuant to the provisions of section 219 (b) (iv) of the Companies Act, 1956 the report and accounts are being sent to the shareholders of the Company excluding the statement of particulars under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the company secretary at the registered office of the Company.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That the Directors have selected appropriate accounting policies and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011. (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis.
24

DIRECTOR'S REPORT

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

As a responsible Corporate, your Company has constantly endeavoured to contribute to the development and upliftment of the social strata a corporate initiative termed as SHARE- Society to Heal Aid Restore Educate. Our CSR efforts focus on rain water harvesting, self help groups, sanitation, solar illumination, afforestation, healthcare and integrated village development. During the year your Company has undertaken various CSR projects, the notable amongst them is rain water harvesting in 120 villages. Your Company has made vigorous efforts to undertake its CSR projects in the villages of Raighad and Bhiwandi.

15. 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

ROHINTON SCREWVALA CMD & Chief Executive Officer Place : Mumbai Date : 30th May, 2011

25

ANNEXURE TO THE DIRECTORS REPORT

DISCLOSURES REGARDING STOCK OPTIONS
Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines), following disclosures are made in connection with the UTV Employees Stock Option Scheme 2007, UTV Employees Stock Option Scheme 2009 and UTV Employees Stock Option Scheme 2010 (collectively referred to as "Schemes")

Sr. No. (A)

Details UTV Employees Stock Option Scheme 2007 As on March 31, 2010 142,500 options had lapsed and 992,500 options were outstanding. During the year ended on 31st March, 2011 Company has granted 57,500 options. As per market price dened in SEBI Guidelines on ESOP 497,500 as on March 31, 2011 During the year 2,500 was exercised. During the year 2,500 equity shares have been issued pursuant to the exercise of 2,500 options. 145,000 Options lapsed during the year ended on 31st March, 2011 due to resignation of employees. N.A. Rs.7,75,500/902,500 as at March 31, 2011

Disclosures UTV Employees Stock Option Scheme 2009 As on March 31, 2010 57,500 options were outstanding. During the year ended on 31st March, 2011 Company has granted 986,500 options. As per market price dened in SEBI Guidelines on ESOP Nil Nil. N.A. Since none of the options have been exercised, no shares have been issued by the Company pursuant to exercise of options. 164,000 Options lapsed during the year ended on 31st March, 2011 due to resignation of employees. Nil N.A 880,000 as at March 31, 2011 UTV Employees Stock Option Scheme 2010 The Company has granted 72,000 options on March 5, 2011. Each option on exercise is convertible into one equity share of the Company having a face value of Rs.10. As per market price dened in SEBI Guidelines on ESOP Nil Nil. N.A. Since none of the options have been exercised, no shares have been issued by the Company pursuant to exercise of options. Nil

Options Granted

(B) (C) (D) (E)

Pricing Formula Options Vested Options Exercised Total No. of shares arising as a result of exercise of options Options Lapsed

(F)

(G) (H) (I) (J)

26

Variations of terms of options Money realized by exercise of options Total No. of Options in force Employee wise details of options granted to -Senior Managerial personnel - Employees who receive a grant in any one year of options amounting to 5% or more of options granted during that year. -Identied employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Diluted Earning per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with

Nil N.A 72,000 as at March 31, 2011

Options have been granted to Senior Managerial personnel. Lokesh Dhar, Zenobia Tamboli, Jignesh Kenia, Sameer Ganapathy, Mandeep Singh, Manasi Sapre, Prashant Madan and Sameer Pitalwalla. Nil.

Options have been granted to Senior Managerial personnel. Amit Banka, Rajeev Wagle, Siddharth Roy Kapur, M.K.Anand and Vikas Bahl.

Options have been granted to Senior Managerial personnel. Kunal Mukerjee and M.K.Anand.

Sr. No. (K)

(L)

-Identied employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Details Company at the time of grant. Diluted Earning per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with AS 20 Earning Per Share Proforma Adjusted Net Income and EPS Net Income as reported Add: Intrinsic Value compensation cost Less; Fair value compensation cost Adjusted proforma net income Earnings per share: Basic As reported Adjusted proforma Earning per share: Diluted As reported Adjusted proforma Weighted average exercise price of options granted during the year whose Exercise price equals market price. Exercise price is greater than market price Exercise price is less than market price. Weighted average fair value of options granted during the year whose Exercise price equals market price. Exercise price is greater than market price Exercise price is less than market price. Method and signicant assumptions used during the year to estimate the fair value of options. Method Signicant Assumptions Weighted average Risk free interest rates Weighted average Expected life Weighted average Expected volatility Weighted average Dividend yield Weighted average Stock price

Nil.

DIRECTOR'S REPORT

Disclosures in connection with Schemes N.A

(Rs. in million) 1338.88 --88.88 1250 --32.95 30.76 32.66 30.47

(M)

(a) (b) (c)

N.A 429.57 N.A

(a) (b) (c) (N)

N.A 192.88 N.A

(a) (b)

The Fair Value of options has been calculated using the Black Scholes Option pricing formula. The assumptions used in the estimation of the same has been detailed as follows. 6.86% 3.01 years 61.56% 0.64% 429.23

27

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
Conservation of Energy The operations of the Company are not energy intensive. However, the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees. Research and Development The Company is an integrated player in the Media and Entertainment Industry and carries out research and innovation in creating content in various segments of entertainment as part of its regular on going business. Technology Absorption, Adaptation and Innovation The Company keeps innovating, takes all measures necessary to absorb and adapt latest technology Foreign Exchange Earning and Outgo in Rs. million Earnings in foreign exchange Rs. 516.17 (Previous Year Rs.239.77) Expenditure in foreign exchange was Rs. 149.73 (Previous Year 213.40)

PERSONS CONSTITUTING GROUP WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICE ACT, 1969.
1) 2) 3) 4) 5) 6) 7) 8) 9) The Walt Disney Company (Southeast Asia) Pte.Ltd Mr. Rohinton Screwvala Mrs. Zarina Screwvala nee Mehta M/s Unilazer Exports and Management Consultants Limited M/s Unilazer (Hongkong) Limited M/s Unilazer Television Limited TRZ Trust Camelot Partners Patton Partners

28

Financial Information of Subsidiaries Pursuant to Approval of Ministry of Company Aairs u/s 212(8) of the Companies Act, 1956 for the Financial Year Ended March 31, 2011 (All amounts in Million) Fixed Assets & Current Assets 106.12 (0.04) 134.57 (72.05) 139.88 (24.23) 523.93 231.08 483.95 751.06 - 1,423.77 1,055.11 - 1,122.55 2.40 110.84 62.06 2.40 110.84 62.06 1,061.89 1,031.68 0.50 198.66 29.32 3.83 24.75 (7.83) 44.14 (381.82) (60.51) 295.14 (1.69) (16.40) (3.11) 2.50 (13.26) 62.06 0.66 2.97 260.95 - 6,527.23 0.56 365.15 130.21 258.26 173.11 (0.04) 134.57 (72.71) 139.88 (24.23) 3.83 24.75 (10.80) 44.14 (381.82) (60.51) 294.58 (1.69) (16.40) (3.11) 2.50 (13.26) Total Assets Turnover Prot/ (Loss) Before Taxation Provision for Taxation Prot/ (Loss) After Taxation Proposed Dividend

Sr. No.

Particulars

Reporting Closing Average Currency Rate Rate

Rupees 44.65 71.93 71.93 44.65 71.93 N.A. N.A. N.A. N.A. N.A. N.A. 44.65 44.65 N.A. N.A. N.A. N.A. 0.50 (13.26) 74.82 N.A. 0.50 (6.59) 116.93 110.84 N.A. 0.50 (4.56) 6.46 2.40 45.59 45.59 698.77 536.25 (4.00) (70.24) 360.34 656.54 1,055.11 1,122.55 1,055.11 1,122.55 N.A. 64.64 1,018.17 340.96 1,423.77 1,423.77 N.A. 101.61 (493.99) 1,143.44 751.06 751.06 N.A. 27.27 2,865.09 3,634.87 6,527.23 6,527.23 N.A. 45.00 (261.29) 477.24 260.95 260.95 N.A. N.A. 10.92 320.00 118.25 (18.87) 263.16 23.38 392.33 324.51 392.33 324.51 392.33 324.51 70.96 0.36 (48.15) 1,192.46 1,144.67 1,144.67 - 1,144.67 45.59 0.09 (45.88) 1,451.94 1,406.15 1,406.15 - 1,406.15 70.96 2,070.71 (2.65) 2,765.40 4,833.46 4,833.46 - 4,833.46 70.96 2,399.48 (172.05) 1,258.42 3,485.85 3,485.85 - 3,485.85 45.59 2.23 284.40 1,046.15 1,332.78 907.94 424.84 1,332.78

N.A.

Capital Reserves Other Total (Including Liabilities Liabilities Share Warrants and Pref Share Capital) N.A. (0.51) 0.50 106.13 106.12

Details of Investments (except in case of investment in subsidiaries) 106.12 -

Dollar

GBP

GBP

Dollar

GBP

Rupees Rupees

Rupees

Rupees

Rupees

Rupees

Dollar Dollar

Rupees

Rupees

1 UTV TV Content Limited 2 UTV Communications (USA) LLC 3 IG Interactive Entertainment Limited (Standalone) 4 Ignition Entertainment Limited (UK - Standalone) 5 Ignition Entertainment Limited (USA) 6 Ignition London Limited 7 Indiagames Limited 8 First Future Agri & Developers Limited 9 UTV New Media Limited 10 UTV Global Broadcasting Limited 11 Genx Entertainment Limited 12 UTV Entertainment Television Limited 13 UTV Games Limited 14 True Games Interactive 15 R B Entertainment Limited 16 UTV Teletalkies Limited 17 Vikatan UTV Content Limited

Rupees

DIRECTOR'S REPORT

29

CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges and forms a part of the Directors Report).

1. Companys philosophy on Code of Governance

The company continues to focus and is committed to good Corporate Governance as it helps enhancement of long-term shareholder value and interest of other stakeholders. The Company is committed to its objective of accountability, transparency, independence and professionalism in all spheres of activities. Corporate Governance is an integral part of the management and the Company follows procedures and practices in conformity with the Code of Corporate Governance as stipulated by SEBI.

2. Board of Directors
The Companys Board comprises of two Executive Directors (including the Chairman cum Managing Director) and ten other Non-Executive Directors, having rich corporate, business and professional expertise. a. The Board of Directors of the Company have an optimum combination of Executive and Non-Executive Directors with more than fifty percent of the Board of Directors comprising of non-executive directors. The Company has an Executive Chairman (Promoter) and one-half of the total numbers of Directors are independent b. None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 committees as specified in Clause 49, across all the companies in which he/she is a Director. The Directors have made necessary disclosures regarding Committee positions in other public companies as at March 31, 2011 c. The names and categories of the Directors on the Board, their attendance at Board meetings held during the year and the number of Directorship and Committee Chairmanship/Membership held by them in other companies is given below. Other directorship do not include alternate directorship, directorship of private limited companies and of companies incorporated outside India. Chairmanship/Membership of Board Committees includes only Audit and Shareholders/Investors Grievance Committee d. Composition and Category of the Board
Sr. No. Name of the Director Category No. of Directorship in other Public Companies Number of other Board Committee as Chairman Number of other Board Committee as Member

1 2 3 4 5 6 7 8 9 10 11
32

Mr. Rohinton Screwvala Mrs. Zarina Mehta Mr. Deven Khote Mr. Sanjaya Kulkarni Mr. Suketu Shah Mr. Darius Shro Mr. Andy Bird Mr. Prem Mehta Mr.Kevin Mayer Mr. Narendra Ambwani Mr. Sanjay Purohit Mr. Robert Gilby

Promoter-Executive (Chairman) Promoter Non-Executive Executive Director Independent Non-Executive Independent Non-Executive Independent Non-Executive Non-Independent Non-Executive Independent Non-Executive Non-Independent Non-Executive Independent Non-Executive Independent Non-Executive Non-Independent Non-Executive

10 9 6 4 10 6 1 NIL NIL 1 NIL NIL

2 NIL NIL 1 3 3 NIL NIL NIL NIL NIL NIL

NIL 2 2 3 NIL 4 NIL NIL NIL NIL NIL NIL

12

CORPORATE GOVERNANCE

Attendance of the Directors and other Directorship/ Committee membership During the financial year 2010-11, five board meetings were held and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held are as follows: 06th May, 2010, 24th June, 2010, 15th July, 2010, 14th October, 2010, 27th January, 2011. The Annual General Meeting for the financial year 2009-10 was held on 12th August,2010
Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 Director No of Board meeting held 5 5 5 5 5 5 5 5 5 5 5 5 No of Board meeting attended 5 3 4 5 1 5 2 4 1 4 2 1 Attendance at the last AGM Yes No Yes Yes No Yes No Yes No No No No

Mr. Rohinton Screwvala Mrs. Zarina Mehta Mr. Deven Khote Mr. Sanjaya Kulkarni Mr. Suketu Shah Mr. Darius Shro Mr. Andy Bird Mr. Prem Mehta Mr. Kevin Mayer Mr. Narendra Ambwani Mr. Sanjay Purohit Mr. Robert Gilby

Note : 1. Independent Director shall mean a Non Executive Director of the Company who: a. apart from receiving directors remuneration, does not have any material pecuniary relationships or transactions with the Company, its promoters, its directors, its senior management or its holding company, its subsidiaries and associate which may affect independence of the directors; b. is not related to promoters or persons occupying management positions at the board level or at one level below the board c. has not been an executive of the Company in the immediate preceding three financial years d. is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following : (i) the statutory audit firm or the internal audit firm that is associated with the Company, and (ii) the legal firms(s) and consulting firms(s) that have a material association with the Company e. is not a material supplier, service provider or customer or a lessor or lessee of the company, which may affect independence of the director; f. is not a substantial shareholder of the Company i.e owing two percent or more of the block of voting shares g. is not less than 21 years of age
33

2.

None of the non executive directors have any material pecuniary relationship or transactions with the company. Necessary information to the extent required, as mentioned in Annexure 1A of Clause 9 of the Listing Agreement has been placed before the Board for their consideration None of the directors are related to each other except Mrs. Zarina Mehta, Non Executive Director, who is the wife of Mr. Rohinton Screwvala, CMD & CEO (Promoter) of the Company Code of Conduct The Board has laid down a code of conduct for all the Board Members and Senior Management of the Company. Senior Management includes team comprising of members of the category of Associate Vice President and above, including all functional heads. The Code of Conduct is posted on the Companys website www.utvgroup.com The declaration by the Managing Director affirming the compliance of Code of Conduct by all the Board Members and Senior Management personnel is annexed separately in the Annual Report.

3.

3. Audit committee
The Audit Committee of the Company was constituted on 20th May, 2000, in line with the provisions of clause 49 of the Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. Till January 7, 2009, the Committee comprised of Mr. Sanjay Kulkarni and Mr. Suketu Shah, Independent Directors and Mr. Rohinton Screwvala, Executive Director as the members of the committee. The Committee was reconstituted on January 7, 2009 and Mr. Prem Mehta, Independent Non-Executive Director was appointed as a member of the Committee. On January 27, 2009 the Committee was further reconstituted and Mr. Andy Bird, Non-Executive Director was appointed as member of the Committee in place of Mr. Rohinton Screwvala. The terms of reference of the Audit Committee are broadly as under : A. In relation to Financial Reporting : Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible, specifically reviewing with management the half yearly/annual financial statements before submission to the board, focusing primarily on : Any changes in accounting policies and practices and reasons for the same Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Clause 2(AA) of Section 217 of the Companies Act, 1956 Major accounting entries based on exercise of judgement by management Qualification in draft audit report Significant adjustments arising out of audit The going concern assumption Compliance with Accounting Standards Compliance with listing and other legal requirements concerning financial statements Any related party transactions i.e. transactions of the company of material nature, with promoters of the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large

34

CORPORATE GOVERNANCE

B.

In relation to Audit (i) Relevant to Internal and Statutory Audit Reviewing with the management, performance of statutory and internal auditors, adequacy of internal control systems Reviewing nancial and risk management policies Reviewing with the management the quarterly nancial statements before submission to the Board for approval (ii) Relevant to Statutory Audit Recommending appointment and removal of external auditors, xing of audit fees and approval for payment of fees for any other services Discussion with external auditors before the audit commences, the nature, scope and approach of audit as well as post audit discussion to ascertain areas of concern (iii) Relevant to Internal Audit Reasons for substantial defaults in payments to depositors, debenture holders, shareholders (in case of non payment of declared dividend) and creditors Reviewing the scope and adequacy of the internal audit function Review of reports of internal auditors primarily the signicant ndings and follow up thereon including ndings relating to investigations regarding frauds, irregularities and material failures of internal control system The Audit Committee is empowered to : a. b. c. d. Investigate any activity within its scope of role Seek information from any employee Obtain outside legal or other professional advice Secure attendance of outsiders with relevant expertise, if it considers necessary

The Audit Committee shall review the following information : e. f. g. h. i. j. Management discussion and analysis of nancial condition and results of operations Statement of signicant related party transactions (as dened by the audit committee), submitted by management Management letters / letters of internal control weaknesses issued by the statutory auditors Internal audit reports relating to internal control weaknesses; and The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee The appointment of Chief Financial Ocer (i.e., the whole-time Finance Director or any other person heading the nance function or discharging that function) after assessing the qualications, experience & background, etc. of the candidate

35

In its meetings, the Audit Committee considered audit reports covering operational, nancial and other business areas and also the quarterly results of the Company. The Group Chief Financial Ocer and the Statutory Auditors are special invitees to the meeting. The Company Secretary acts as Secretary of the Audit Committee. All the members of the Audit Committee are nance literate and do possess sound knowledge of accounts, nance, audit and taxation. The previous Annual General Meeting of the Company held on 12th August, 2010 was attended by Mr. Sanjaya Kulkarni, the Chairman of the Audit Committee. During the nancial year 2010-11, the committee met ve times on 06th May, 2010, 24th June, 2010, 15th July, 2010, 14th October, 2010 and 27th January, 2011 and required quorum was present at all the meetings. The Composition of the Audit Committee and particulars of meetings attended by the members of the Audit Committee are give below :
Name Chairman/ Member Chairman Member Member Member Category No. of meetings held during the year 2010-11 5 5 5 5 No. of meetings Attended 5 1 5 2

Mr. Sanjaya Kulkarni Mr. Suketu Shah Mr. Prem Mehta Mr. Andy Bird

Independent, Non Executive Independent, Non Executive Independent, Non Executive Non-Independent, Non Executive

4. Remuneration Committee
The Board of Directors at their meeting held on 24th July, 2006 has constituted a Remuneration Committee. Till November 6, 2008 the Committee comprises of Mr. Sanjaya Kulkarni, Mr. Kishore Biyani and Mr. Darius Shro, an Independent Directors as the members of the committee. Mr. Kishore Biyani ceased to be a director and member of the Committee on account of resignation with eect from November 6, 2008. Eective January 27, 2009 Mr. Prem Mehta an Independent Director was appointed as the member of the Committee. The Committee also acts as Compensation Committee for grant of ESOPs to the eligible employees of the Company. During the nancial year 2010-11 , the committee met once on 14th September, 2010 and required quorum was present at all the meetings. Terms of Reference The functioning and terms of reference of the Committee have been nalised in line with the recommendations as prescribed under the Listing Agreement with the Stock Exchanges with particular reference on all elements of remuneration packages of all the Directors along with performance criteria, service contracts, severance fees etc., stock options details, if any.

36

CORPORATE GOVERNANCE

Remuneration of Directors None of the Non Executive Directors have any material pecuniary relationship or transactions with the Company. Remuneration to CMD & Chief Executive Ocer and other Executive Directors. The appointment of CMD & Chief Executive Ocer and other Executive Directors is governed by resolutions passed by the Board of Directors and Shareholders of the company, in terms of the Companies Act, 1956. Details of remuneration to the Executive Directors for the year ended 31st March, 2011.
Name of the Director 1 2 Rohinton Screwvala Deven Khote Service Contract 1 2 For a period of ve years w.e.f August 1,2006 For a period of three years w.e.f April 27,2010 Salary 6.52 3.60 Perquisites 4.22 Nil

(Rs. in million)
Commission Nil Nil

Remuneration to Non Executive Directors The Non Executive Directors of the Company do not draw any remuneration from the company other than sitting fees of Rs. 10,000/- per meeting, for attending each Board meeting or a meeting of the Committee thereof. At present no commission is payable to the Non-Executive Directors out of the net prots of the company. The shareholding of Non Executive Directors at March 31, 2011 are as under :
Name of the Director Sanjaya Kulkarni Darius Shro Zarina Mehta Narendra Ambwani
Employees Stock Option Scheme (ESOP) In terms of resolution passed by the members on September 25, 2007, September 4, 2009 and November 30, 2010 respectively the Company has implemented ESOP Scheme 2007, ESOP Scheme 2009 and ESOP Scheme 2010 respectively for its present and future permanent employees and directors of the Company and also for the permanent employees and directors of the subsidiary companies. The details of ESOP are provided in Directors report.

No. of Shares held 250 2,000 800 1,000

37

5. Shareholders / Investors Grievance Committee

The Company has constituted a Share Allotment/Share Transfer/Shareholders Grievance Redressal Committee on 20th May, 2000, which was subsequently re-designated as Shareholders / Investors Grievance Committee on 30th July, 2005, to specically look into the redressal of investors grievances. Further the said committee was reconstituted on 25th January, 2007. The committee has the following powers i.e. to receive, consider and eect : a. b. c. d. e. f. g. Share Transfers Deletion of the name of the shareholders Transmission of shares Splitting of shares Consolidation of shares Issue of new shares in lieu of old certicates Address grievances of shareholders and provide solutions, refer the matter to Board, in case necessary

The Composition and other particulars of Shareholders / Investors Grievance Committee are as follows :
Name Chairman/ Member Chairman Member Category No. of meetings held during the year 2010-11 NIL NIL No. of meetings Attended NIL NIL

Mr. Sanjaya Kulkarni Mr. Deven Khote

Independent, Non Executive Non-Independent, Executive

The Company Secretary acts as Compliance ocer of the committee. No meeting was held during the nancial year 2010 - 2011. Name, designation and address of Compliance Ocer : Mohd. Sajid Ali Company Secretary UTV Software Communications Limited 1181-1182, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai-400 093 Email: investor@utvgroup.com Website : www.utvgroup.com

Details of Complaints received and redressed :

Opening Balance NIL Received during the year 2 Resolved during the year 2 Closing Balance NIL

38

CORPORATE GOVERNANCE

All Share transfers and correspondence thereon with the shareholders are handled by the Companys Registrars and Share Transfer Agents viz Karvy Computershare Private Limited, Plot No.17 to 24, Near Image Hospital, Vittalrao Nagar, Madhapur, Hyderabad-500081 The Company Secretary is entrusted the task of overseeing the share transfer work done by the Registrar and Share Transfer Agents, attending to grievances of the shareholders and inventors intimated to the Company, compliances with this statutory and regulatory requirements, etc. directly or through SEBI, and stock exchanges. There were no transfers pending as at 31st March, 2011.

6. General Body meetings

i. Details of location and time, where last three Annual General meetings held
2007-2008 (18th AGM) 12th August,2008 10.30 a.m. The Hall of Culture, Discovery of India Building, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai-400 018 2008-2009 (19th AGM) 04th September, 2009 10.30 a.m. The Hall of Culture, Discovery of India Building, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai-400 018 2009-2010 (20th AGM) 12th August, 2010 11.00 a.m. The Hall of Culture, Discovery of India Building, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai-400 018

Meetings for the Financial year Date Time Venue

Details of Extra Ordinary General Meeting held during the last three years :
Meetings for the Financial year Date Time Venue for all the three nancial years Special Resolutions 2007-2008 NA NA NA 2008-2009 (Court Convened Meeting) 14th October, 2009 10.30 a.m. The Hall of Culture, Discovery of India Building, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai-400 018 For approving the Scheme of Arrangement between the Company, UMP PLC and UTV Motion Pictures (Mauritius) Ltd. 2009-2010 04th June, 2010 10.30 a.m. The Hall of Culture, Discovery of India Building, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai-400 018 To approve the Scheme of Arrangement of Genx Entertainment Limited, UTV Entertainment Television Limited and Indiagames Ltd

NIL

The Special Resolution passed at the last three Annual General Meetings are as under. a) At the 18th Annual General Meeting held on 12th August, 2008 no special resolution was passed

39

b)

At the 19th Annual General Meeting held on 04th September, 2009 following special resolutions were passed : i) Issue of equity shares under UTV Employees Stock Option Scheme 2009 (ESOP) to the present and future employees, directors of the Company pursuant to Section 81(1A)

c)

At the 20th Annual General Meeting held on 12th August, 2010 following special resolution was passed : i) Re-appointment of Mr. Deven Khote as Executive Director of the Company for a period of 3 (Three) Years commencing from April 27, 2010

During the year under review, the following special resolution was passed through postal ballot : 1) On November 30, 2010 for (i) Issue of 10,00,000 Equity Shares under UTV Employees Stock Option Scheme, 2010 to the present and future employees, directors of the company pursuant to Section 81 (1A) & (ii) to extend the benet of UTV Employees Stock Option Scheme, 2010 to the present and future employees and directors of the subsidiary companies

Based on the report of Mr. Sanjay Parab, a Practicing Company Secretary and Scrutinizer for conducting the aforementioned Postal Ballot, the Chairman declared that the voters casted in favour of resolution/s are three times more than vote casted against the resolution/s, hence resolution as aforesaid was passed with requisite majority.

7. Disclosures :
Related Party Transactions There are no materially signicant related party transactions of the Company with key managerial personnel, which have potential conict with the interest of the company at large. However, the related party Disclosures, as required to be mentioned in accordance with Accounting Standards (AS) 18, have been provided on Note 12 of Schedule 21 to the Accounts contained in this report. Disclosure of accounting treatment in preparation of nancial statements Your Company has followed the guidelines of accounting standards laid by the Institute of Chartered Accountants of India (ICAI) in preparation of its nancial statements. Compliances The Company had materially complied with the requirement of the Stock Exchange, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No pecuniary structures have been imposed on the company by any of the above-mentioned authorities. Risk Management The company has laid down procedures to inform the Board Members about the risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that Executive Management controls risk through means of properly dened framework.

40

CORPORATE GOVERNANCE

CEO & CFO Certication Certicate from Mr. Rohinton Screwvala, CMD & CEO and Mr. Rajeev Wagle- Group Chief Financial Ocer, in terms of Clause 49(v) of the Listing Agreement entered into with Stock Exchanges, was placed before the Board of Directors of the company at its meeting held on May 30, 2011.

8. Means of Communications
In line with good corporate governance practices, the Companys quarterly un-audited / audited nancial results are normally published in Business Standard (English language newspapers) and in Navshakti (vernacular language newspapers). The update is posted on the corporate website www.utvgroup.com. The Company also hosts conference calls with analysts and fund managers after declaration of quarterly nancial results, the text of which is also made available on the website. These are not sent to the shareholders individually. The Management Discussion and Analysis Report forms part of the Directors report.

9. General Shareholder information

a. Annual General meeting Date Time Venue 18th July,2011 11 a.m. The Hall of Culture, Discovery of India Building, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai-400018 2011-12 (Tentative and subject to change) March 31 On or before 12th August, 2011 On or before 14th November, 2011 On or before 14th February, 2012 On or before 30th May, 2012

b.

Financial Calendar Year ending Financial Reporting For the rst Quarter ending June 30, 11 For second Quarter and the half year ending September 30, 11 For the third Quarter ending December 31, 11 Audited Results for the year ending March, 2012 Date of Book closure Dividend payment date Listing on Stock Exchanges

c. d. e.

Friday, 8th July, 2011, to Monday, 18th July, 2011 (both days inclusive). Not applicable The National Stock Exchange of India Limited (NSE) The Bombay Stock Exchange Limited (BSE)

41

f.

Stock Code

The National Stock Exchange of India Limited: UTVSOF, EQ The Bombay Stock Exchange Limited : 532619

g.

Demat ISIN Number For NSDL and CDSL

INE 507B01022

h.

Table below respectively gives the monthly high and low prices and number of shares traded at the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited, Mumbai (BSE) for the year ended on 31st March, 2011.

The National Stock Exchange of India Limited Month April 2010 May,2010 June,2010 July,2010 Aug,2010 Sep,2010 Oct,2010 Nov,2010 Dec,2010 Jan,2011 Feb,2011 Mar,2011 High (Rs.) 484.80 471.00 430.00 492.00 545.00 582.05 584.00 620.00 600.00 599.80 517.00 603.35 Low (Rs.) 405.50 393.05 390.15 390.30 462.00 456.00 486.50 510.80 502.10 472.15 385.25 455.00 Total no. of Shares Traded 13,89,913 5,75,822 9,95,501 41,94,324 38,68,163 14,24,876 21,84,428 18,46,677 6,00,955 8,13,603 8,71,258 15,16,428

The Bombay Stock Exchange Limited (BSE) Month April 2010 May,2010 June,2010 July,2010 Aug,2010 Sep,2010 Oct,2010 Nov,2010 Dec,2010 Jan,2011 Feb,2011 Mar,2011 High (Rs.) 486.00 471.1 461.00 490.9 548.85 579.00 583.7 618.00 576.00 598.90 510.00 603.6 Low (Rs.) 405.55 392.05 390.5 391.00 460.65 502.00 488.25 510.00 501.00 472.05 386.00 500.55 Total no. of Shares Traded 970615 322265 336950 2225737 1478493 553431 920321 930909 213528 751716 336838 1303864

42

CORPORATE GOVERNANCE

UTV Pr ice v s S& P CNX Nifty

700 600 500 7,000 6,000

400 300 200 100 -

4,000 3,000 2,000 1,000 -

May-10

Jul-10

Aug-10

Nov-10

Mont h UTV NIFTY

UTV Pr ice v s BSE Sensex

700 600 500 25,000 20,000 15,000 10,000 5,000 -

Mar-11

Jun-10

Sep-10

Oct-10

Dec-10

Jan-11

Apr-10

Feb-11

UTV Price

400 300 200 100 -

Jul-10

May-10

Aug-10

Mont h UTV Price BSE SENSEX

i.

Registrar and Transfer Agent Name and address : Karvy Computershare Private Limited Plot No.17 to 24, Near Image Hospital Vittalrao Nagar, Madhapur, Hyderabad-500081 : 040 2420815-820 : 040 2340814 : vareghese@karvy.com : Mr. P.A.Varghese

Tel No. Fax No. Email Contact Person

Nov-10

Mar-11

Sep-10

Dec-10

Jun-10

Oct-10

Jan-11

Feb-11

Apr-10

B SE Se ns e x

S& P CN X N ifty Price

5,000

UTV Price

43

Name and address

Tel No. Fax No. Email Contact Person j. Share Transfer System :

: Karvy Computer Share Private Limited 16/22, Bake House, Maharashtra Chambers of Commerce Lane Opp. MSC Bank, Kalaghoda, Fort, Mumbai 400 023 : 022 56382666 : 022 5633 1135 : Francisjf@karvy.com : Francis J Fernandes

The shares of the company are traded in the compulsory demat mode by all the investors. The share transfer committee meets regularly to approve transfer of shares in physical form. The transfers are approved in 10 to 15 days time from the date of receipt, if the transfer documents are in order. k. Distribution of shareholding as on 31st March, 2011
No. of Shareholders 15762 219 129 61 26 21 33 102 16353 % of shareholders 96.39 1.34 0.79 0.37 0.16 0.13 0.20 0.62 100 No. of Shares 854220 173105 194781 157185 93033 101532 246515 38814379 40634750 % to no. of shares 2.10 0.43 0.48 0.39 0.23 0.25 0.60 95.52 100%

Range No. of equity shares Upto 500 501 1000 1001 2000 2001 3000 3001 4000 4001 5000 50001 10000 10001 and above TOTAL

l.

Shareholding as at 31st March, 2011

Category No of Shares Held % of holding

A 1

Promoter's Holding Promoters : Indian Promoters Rohinton S. Screwvala Unilazer Exports & Management Consultants Ltd. Zarina Mehta Foreign Promoters : Unilazer Hongkong Limited The Walt Disney Company (Southeast Asia) Pte.Ltd 2565593 20497994 28551474 6.31 50.44 70.26 1727347 3759740 800 4.25 9.25 0.00

44

Sub Total

Zarina Mehta Unilazer Exports & Management Consultants Ltd. Foreign Promoters : Zarina Mehta Unilazer Hongkong Limited Foreign Promoters : The Walt Disney Company (Southeast Asia) Pte.Ltd Unilazer Hongkong Limited The Walt Disney Company (Southeast Asia) Pte.Ltd Sub Total Sub Total B B 2 2 Category Non- Promoters Holding Non- Promoters Holding Institutional Investors Institutional Investors a. Mutual Funds and UTI a. Mutual Funds and UTI b. Banks Financial Institutions, Insurance Companies b. Banks Financial Institutions, Insurance Companies (Central/State Govt. Institutions/Non Govt. Inst.) (Central/State Govt. Institutions/Non Govt. Inst.) c. Foreign Institutional Investors ( FIIs) c. Foreign Institutional Investors ( FIIs) Sub Total Sub Total 3 3 Others a. Bodies Corporate Others b. Indian Public a. Bodies Corporate c. Any Other (please specify) b. Indian Public i) Trust c. Any Other (please specify) ii) HUF i) Trust iii) Clearing Members ii) HUF iv) Foreign Nationals iii) Clearing Members v) Foreign Companies iv) Foreign Nationals vi) Directors v) Foreign Companies vii) NRIs vi) Directors Sub Total vii) NRIs GRAND TOTAL Sub Total GRAND TOTAL

800 3759740 800 2565593 20497994 2565593 20497994 28551474 28551474 No of Shares Held

0.00 9.25 6.31 CORPORATE GOVERNANCE 50.44 6.31 50.44 70.26 70.26 % of holding 0.00

955419 955419 275594 275594 4493539 4493539 5724552 5724552

2.35 2.35 0.68 0.68 11.06 11.06 14.09 14.09

1929272 1785137 1929272 1785137 15890 99588 15890 85027 99588 4295 85027 2068125 4295 201550 2068125 169840 201550 6358724 169840 40634750 6358724 40634750

4.75 4.39 4.75 4.39 0.04 0.25 0.04 0.21 0.25 0.01 0.21 5.09 0.01 0.50 5.09 0.42 0.50 15.65 0.42 100.00 15.65 100.00

m.

Dematerialisation of shares and liquidity : The companys shares are compulsorily to be traded in dematerialised form 37,697,026 equity shares of Rs.10/- each representing 92.77% of the equity capital of the Company have been dematerialised as at 31st March, 2011. The Companys shares are regularly traded on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE).

n.

Plant Locations : The Company is into media and entertainment software industry and operates from its Registered oce at 1181-1182, 8th Floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri(E), Mumbai 400 093.

45

o.

Address for Correspondence : UTV Software Communications Limited 1181-1182, 8th Floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai 400 093. Tel No. 022 4098 1400 Fax No. 022- 4098 1510 / 40981650 Email : investor@utvgroup.com Website : www.utvgroup.com For and on behalf of the Board

Rohinton Screwvala Chairman & Managing Director Place : Mumbai Date : 30th May, 2011

(CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE AS REQUIRED UNDER THE LISTING AGREEMENT WITH THE STOCK EXCHANGE) To the MEMBERS OF UTV SOFTWARE COMMUNICATIONS LIMITED We have examined the compliance of Corporate Governance by UTV Software Communications Limited for the nancial year 2010-11, as stipulated in clause 49 of the Listing Agreement entered into by the said company with the Stock exchange(s). The Compliance of conditions of Corporate Governance is responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with conditions of the Corporate Governances. It is neither an audit nor an expression of opinion on the nancial statements of the Company. In our opinion and to the best of our information and according to the explanation given to us, we certify the that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the eciency or eectiveness with which the management has conducted the aairs of the Company.

For SANJAY PARAB & Co. COMPANY SECRETARIES (PRORIETOR) MEMBERSHIP NO. 16718 COP NO. 7093

Dated : 30th May, 2011 Place : Mumbai

46

CORPORATE GOVERNANCE

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANYS CODE OF CONDUCT. This is to conrm that the Company has adopted a Code of Conduct for its each Director and Senior Managers of the Company. The Code of Conduct is available on the Companys website. I conrm that the Company has in respect of the nancial year ended on March 31, 2011 received from the senior managers of the Company and the members of the Board of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior managers meaning Senior Management team comprising of members of the category of Associate Vice President and above, including all functional heads.

Rohinton Screwvala CMD & Chief Executive Ocer

Place : Mumbai Date : 30th May, 2011

47

MANAGEMENT DISCUSSION AND ANALYSIS

Introduction We are a diversied media and entertainment company headquartered in India, with growing operations around the world. We began as a television content production company in 1990 and have since developed into an integrated media and entertainment company. Our business is divided into three business segments: (1) Television; (2) Movies; (3) Games and Interactive: Television segment involves four main functions (1) production of television content (2) airtime sales, which includes managing slots and selling commercial air time on other broadcasting networks, (3) dubbing; and (4) broadcasting of four speciality genre channels, UTV Action, UTV World Movies, UTV Movies and UTV Bindass distributed through out India and selected international markets. Movies segment focuses on the production and co-production of Indian lms and the distribution of such lms across various platforms. UTV has more than a decade of experience in movie production having produced / co-produced movie blockbusters such as, Swades, Rang De Basanti, Jodhaa Akbar and Raajneeti. UTV has also co-produced Hollywood movies including The Namesake and The Happening. Games and Interactive includes video game content development, publishing and global distribution across mobile, online and console platforms as well as other Interactive entertainment content development for mobile and internet platforms worldwide. UTV has a majority stake in Games Content companies across three platforms, high-end console Game Content, games for mobile phones and publishing of Massively Multi Player Online (MMOG) games for the online PC platform. Industry Overview The Indian M&E industry grew from INR 587 billion in 2009 to INR 652 billion in 2010, achieving an overall growth of 11 percent. This scal year has seen increased sentiment in the industry and increased consumer consumption resulting in estimated growth of 13 percent in 2011 to touch INR 738 billion with projected growth at CAGR of 14 percent to reach INR 1,275 billion by 2015. This growth was primarily driven by the resurgence of media spends by advertisers across media platforms. While television and print continue to dominate the Indian M&E industry, sectors such as gaming, digital advertising, and animation VFX also show tremendous potential in the coming years. By 2015, television is expected to account for almost half of the Indian M&E industry revenues, and more than twice the size of print, the second largest media sector.

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MANAGEMENT DISCUSSION AND ANALYSIS

Advertising revenue continues to be the main source of revenue for the Television industry and is expected to increase from 38 percent in 2007 to 42 percent in 2012 of the total revenues generated. Key growth drivers in future : Creating Scalability Increased competition has encouraged cost reductions across the industry to increase prots across segments Viewership Expansion Increasing reach into lower penetrated markets, SEC B, C, D, increase advertising spending leading to high revenues and increased competition Digitization - Digital distribution platforms have improved the reach and content quality for end user Specialty Content Increased trend of focused content and delivery to a targeted audience Consumer Understanding Greater understanding of cultural and social preferences via study groups allows content and advertising to be more targeted to consumers New Media - Convergence of media, m-commerce and emergence of an app economy are the trends likely to emerge Government Intervention Government reforms will enhance the development of Indian media companies Social media - Expanding global reach of social media, allow companies to explore new online marketing strategies

Indian Film Industry The Indian lm industry was estimated to be INR 83.3 billion in 2010, indicating a decline of 6.7 percent in overall industry revenues as compared to 2009. The industry believes that lack of quality content led to an overall drop in occupancy levels and box oce collections. While overseas theatrical revenues experienced some decline; it was the home video segment that witnessed a steep fall in revenues. Cable and Satellite rights experienced a healthy growth of 33 percent owing to growing demand from broadcasters. Ancillary revenue streams also witnessed a growth of 15 percent over 2009. Fox Star demonstrated tapping of untapped markets with the distribution of My Name is Khan being theatrically released across 64 countries. Rajnikant's Robot, emerged as the highest grosser for an Indian lm, breaking the previous records set by 3 Idiots. Some of the other highlights of 2010 were declining sales of home video, proposed copyright reforms in favor of music composers and lyricists, increased budgets for marketing and publicity, growing potential of cinema advertising and investments in better infrastructure. Focus by lmmakers should be on protability along with building stronger connect with target audience, with low success rate and rising costs. The industry expect to gain momentum by utilizing new marketing and distribution platforms and varying content to changing consumer preferences.

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Indian TV Industry There has been a tremendous growth in the television and broadcasting industry over the last two decades, with an average growth rate in double digits. A total of 600 million viewers were reached by the industry with an addition of almost 100 million viewers in 2010 and the channel mark from 460 in 2009 was crossed to 550. Easy access to viewers on DTH platform even in smaller markets with the entrance of new players niche oerings like food channels and more channels in English Entertainment space. India is the only country in the world with 88 million non TV HHs indicating the potential for growth in the market. There are still more than 250 channels awaiting approval as there is growing optimism in the industry. There will be great demand for satellite bandwidth with the introduction of HD channels, the HITS platform, existing DTH channel expansion plans, new channel launches, and VSAT services. The consumers in India should be more amenable to paying for content in comparison to other countries. Only 10 percent of advertisers on print advertise on television currently, leaving the balance 90 percent untapped. Games Content Industry The interactive entertainment industry, or game industry, consists of several participants: the manufacturers of dedicated video game consoles and portable devices; the publishers of packaged software products that can be played on consoles, handheld devices and PCs; the developers of packaged software; and the producers of games that can be accessed digitally, whether through a mobile device, the Internet, or direct download. The Indian gaming industry is valued at INR 10.0 billion and is expected to grow at a CAGR of 31 percent to INR 38.3 billion by 2015. The gaming industry can be divided into three broad gaming segments mobile gaming, console gaming and PC and online gaming: i) Mobile Gaming Mobile gaming is an INR 2.8 billion market and is expected to grow at a CAGR of 45 percent to reach INR 17.4 billion by 2015. The rising number of wireless subscribers coupled with increasing penetration and aordability of data enabled handsets provides a large addressable market for the gaming industry.

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MANAGEMENT DISCUSSION AND ANALYSIS

A huge eort by telecom operators is to improve 3G consumer awareness which will ideally ease congestion of networks and improve overall gaming experience. With the decline in ARPUs, telecom carriers are focusing on increasing revenues from data services which will eventually increase the growth in mobile gaming industry. Global gaming companies are monetizing the potential of Indian gaming industry by establishing a presence in India. For example : Zynga, the creators of Farmville, set up their rst and largest base outside US in Bangalore in 2010.

ii) Console Gaming

Console gaming is the largest contributor of Indian gaming industry revenues which has generated INR 5.8 billion in 2010 and is expected to grow at a CAGR of 20 percent to INR 14.2 billion by 2015. Console gaming is hugely targeted at teenage or young urban single male. However, Sony, Microsoft and Nintendo are focusing on casual games, thus reaching a wider demographic due to their more intuitive nature and lower learning skill requirement.

iii) Online and PC Gaming

Rising penetration of internet is driving the online gaming industry in India. At INR 1.5 billion the Online and PC gaming market accounts for 15 percent of the overall gaming market. This segment is expected to grow at a CAGR of 35 percent to reach INR 6.7 billion by 2015. Increased usage of social networks in India and awareness created by online gaming companies through the distribution of large number of games of dierent genres has generated increased user interest.

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New Media The profound eect of the internet on consumers viewing habits and the proliferation of devices is altering their M&E consumption behavior. While the traditional media oered passive consumption, new media facilitates interactivity. A key aspect of new media is the shift in focus from functional innovation to humanisation of technology, bringing meaningful consumer connect. Earlier, content is king was believed to be the key to success. With the aggressive entry of telecom operators and cable companies in the digital value chain, the debate shifted to whether controlling distribution channels mattered more than owning content. In the second digital decade, the production of devices created new channels of communication for personalized and localized content. The realization has sunk in that while content and distribution are important aspects of the digital business model, companies can provide value in many ways by providing context, coverage or convenience to the target audience. The cost of network access and handsets is falling, penetration of wireless networks is increasing and Indias young population is demonstrating a huge appetite for digital content. With a rapidly expanding new media universe, companies are recognizing that new media technologies oer better engagement with consumers, and are increasing their investment in this space.

The key themes for new media in India are: Focus on Mobile phones : Globally, smartphones such as the iPhone have revolutionized the market. Constant innovation by handset manufacturers, carriers and content developers in order to stay competitive. The launch of 3G services is expected to further increase the number of mobile internet users. Social Networking : 75% of the global internet population visits social networking/blogging sites, spending an average of almost 6 hours monthly. With the expanding global reach of social media platforms, companies are increasingly experimenting with various online marketing strategies.

(Source - Industry Reports)

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MANAGEMENT DISCUSSION AND ANALYSIS

Business Strategy The key elements of our business strategy are as follows: Integrated Platform of Media Businesses to Drive Growth and Innovation We have diversied across various entertainment platforms to become a respected integrated media company in India and we seek to have a presence in most major media platforms. To this eect, we have created highly scalable business models for each of our existing business verticals. We believe in creating quality content across multiple platforms which caters to local and regional tastes and sensitivities as well as global audiences. Maintain Intellectual Property Rights Over Content Producing content ourselves enables us to retain the intellectual property rights of our movies in perpetuity, which can then generate revenue through multiple cycles. Our strategy is to continue to focus on the production, or co-production, and distribution (or, as appropriate, publishing) of our own movies, games and television content. We believe this approach entails fewer risks than having a distribution-only or publishing-only model due to the wide array of distribution platforms that are available to us when we produce our own content. Create Properties with a 360o Approach As a diversied Media Company with global reach we attempt to create properties that can be exploited from multiple platforms. Our strategy is to create touch points across multiple mediums such as movie screens, TV, mobile phones, and web. This allows for eective and cost ecient marketing for all products. 1. Television Produce a Wide Array of Television Content Thrust has been to lay strong roadmaps to strengthen ction space keeping in a longer horizon of the show and also to a wider audience as compared to a non-ction which is seasonal or an activity run. However, we will look to continue entertaining the audiences with all the genres of programming - looking at doing a balancing act between ction and nonction. Focus on Quality in Airtime Sales In the airtime sales business, we concentrate on quality more than quantity by having better performing shows providing higher returns on investment. Mass Specialty Channels Focused on Higher Yielding Audience Our broadcasting business aims to provide programming tailored to Youth and Male audiences resulting in higher returns with targeted advertising. Further, prioritized distribution allows for a low cost model with maximized viewership. We research our audiences viewing habits and preferences in order to develop specialised content that attracts and retains viewers.

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2. Movies Enhance Production Capabilities We believe one of our keys to success has been to develop and nurture in-house functions for creative, marketing and distribution; hence reducing our reliance on outside talent and agencies. In order to maximize our revenue streams, the distribution team focuses on expanding the reach of our movies across the globe to capture the large 30 million strong Indian diaspora. This strategy enhances the value of our creative products over time by enabling us to exploit favourable marketing and distribution arrangements and maintain control over the creation and capitalisation of intellectual property rights in relation to the movies that we produce. a. Building Strong Team of Creative Professionals In order to develop a rich and varied slate of lms, we will continue to build and grow an internal creative team to develop content for the Movies business. Further, the team focuses on identifying changes in audience needs from entertainment products and identifying new talent to launch and build through the UTV brand. Expand Distribution Capabilities In an eort to maximize revenues the internal marketing and distribution teams are continually exploring new and innovative opportunities to market and monetize our lms across the globe. In addition to new revenue streams, we continue to build our theatrical reach as we currently distribute our movies in more than 40 countries outside of India.

b.

Development of Franchises In order to maximize revenues across verticals within UTV, we look to identify lms which have Franchise capabilities. The Franchise model would allow for the Group to maximize revenues beyond the Movies division such as merchandising and licensing, television series, gaming and other platforms. 3. Games and Interactive Powering forward with games content product development We continue to focus on creating high quality original IPs in our studios across the world, across console, mobile and online games. Supported by a true multiplatform strategy Use our presence across multiple forms of Gaming, we work to ensure that IPs developed on one platform can be exploited across our other platforms. In addition, we endeavor to acquire/create IPs that have a truly multiplatform creation, distribution and monetization strategy to engage the gamer across multiple touchpoints. Growth through Content Creation and Technology Partnerships The Interactive segment strives to achieve scale by advancing up the value chain from a pure play content creation and aggregation house to an integrated model through preferred partnerships with technology delivery companies.

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MANAGEMENT DISCUSSION AND ANALYSIS

Opportunities and Threats The Company has a diversied business model in media and entertainment sector with its revenues coming from various segments across various levels of the media and entertainment value chain. With operations all over the world, the Company is well placed to cash in on opportunities in the growing media and entertainment space. In the television space, growth in addressability in the Indian market is expected to provide various opportunities for growth. Growth of addressable systems would lead to an increase in the demand for specialised content. Increase in multiple television households will also result in fragmentation of audiences. Growth in subscription revenue coming from an increase in addressability could also spell good news for content providers as some part of this increased share could get ploughed back into the business in the form of higher programming spend. In the movies segment, the growth of multiplexes and the digitization of cinemas in the country are changing the dynamics of lm distribution and marketing in India. Opportunities of exploiting content delivered on newer form factors like mobiles and handhelds are continuously increasing. Newer technologies like 3D are not just available but also tried and tested in global markets. The rapid penetration of mobiles and other personal devices are giving a boost to interactive entertainment. Newer forms of entertainment like online and social gaming are throwing up newer opportunities to capture larger audiences. The Company operates in a very competitive environment. Apart from the organized entities in the television and lm production space there are a lot of small unorganized production houses in both the lms and the TV content production segments. Also, the emergence of other large production setups in the lms business, have increased the premium on key talent and hence production costs. Changes in Government regulations or any change in the legislative intent to bring about addressability could adversely impact growth plans in the television segment. The rapid changes in technology, particularly in the Interactive segment, can also pose a threat.

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The Year In Review... Business Overview Television This segment has contributed around 38% to the operating revenues of the Company. The Broadcasting segment has achieved scale and the TV Content business continues to expand with the growth of the Television industry and number of channels in the Indian market. TV Content : Our TV Content segment represents the shows produced by us on a commissioned basis. During the year, we continued the success story of both reality shows and ction programs. In ction we started with Rakth Sambandh on Imagine & Dor Mayke Se Bandhi over Star Plus. Emotional Atyachar, continued its success with the launch of the second season this year on UTV Bindass. After tremendous success of Dance India Dance we were commissioned to produce Boogie Woogie, a dance show & Maa Exchange a reality show for Sony. In addition, we produced several programs in the regional space i.e. Prajaktaa in Marathi language for Mi Marathi, Raktha Sambandh in Telugu language for Gemini TV, Veera Marthanda Varma in Malayalam language for Surya TV, Game show Deal or No Deal in Tamil, Telugu, Kannada & Malayalam languages for Sun Network, Maaylek for ETV Marathi and Ratha Saptami for Udaya TV. Air Time Sales : This business has shown steady growth during the scal. During the year, we managed a monthly average of approximately 120 hours of content across all leading South Indian Channels such as Sun TV, Gemini TV, Udaya TV and Surya TV. In this scal, UTV had shows among the Top 5 programs its respective genre and channel including the top rated slot on the Sun Network with a show called Thirumati Selvam. Also Deal or No Deal continues at the top position among weekend shows on Sun TV and Surya. Dubbing : The Dubbing business was started in 1992 and has evolved into a stable business for UTV. We currently have a talent bank of over 500 voices across genres and languages. During the year, we provided our dubbing services for television content to large international players like Disney, National Geographic Channel, The History Channel, NDTV Good Times and various other channels including UTV Bindass and UTV Action.

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MANAGEMENT DISCUSSION AND ANALYSIS

Broadcasting UTV Bindass caters to 15-24 yrs SEC A&B audience in towns with population of over 1 million. Keeping to its promise of unique programming, innovative show concepts and brand led activations were done during the year. Some key success stories of the brand: UTV Bindass maintained strong GRPs throughout the year Dadagiri 4 Battle of the Sexes, Big Switch 2, Love Lockup, Emotional Atyachaar 2 and Date Trap were some of the unique shows launched in the last year Emotional Atyachaar 2 continued its success from the previous scal to open with a TVR of 1.5. The show has become a franchise now and has also launched an EA music album with T-Series Campus continues to remain a key focus with Campus Attack now having covered and put on air 20 of the biggest Campus fests in India Big Switch 2 launched its second season wherein the show focused on communication gaps between Kids and their parents and switched families to enable a better understanding of life in another family; the show is consistently in the Top 10 week on week Yamaha Dream Ride - Bindasss foray into the ad funded programs this year began with Yamaha Dream Ride UTV Movies caters to one of the biggest entertainment genres on Indian Television - Hindi movies. While we have access to an enviable slate of movies from the UTV library which includes the biggest blockbusters of the last few years we have also acquired software from multiple companies across India. UTV Action completed its one year anniversary during this scal and has been a success from the day it launched. The Brand has developed into the premier alternative to cricket when planning for the elusive male audience. The channel encompasses all facets of Action Movies, Series, Sports, Gaming, etc. UTV Action showcases some of the best Hollywood action icks in Hindi. The channel has an extensive library of titles that include: Men in Black, Black Hawk Down, End of Days, Bad Boys - II, Grudge, Vertical Limit, Crouching Tiger Hidden Dragon, Desperado, Godzilla, Blade and Pirates of the Caribbean - Curse of the Black Pearl. UTV World Movies is the rst channel of its kind which brings International cinema to Indian television for the rst time. UTV World Movies has acquired International blockbusters in varied languages like Italian, French, German, Spanish, Polish, Japanese, Korean, Chinese and many more. Today the channel is a brand that covers four major verticals Television, Theatrical, DVD and Print with a magazine that goes out to audiences interested in World Cinema.

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Movies This scal year has been quite successful for the Movies business with our movies performing well at the box oce and winning numerous accolades and awards. We have worked hard to develop a scalable and protable studio model and this year the model reached its maturity. During the scal year we released the following lms : Raajneeti We are Family Peepli Live Guzaarish Tees Maar Khan I Hate Luv Stories 7 Khoon Maaf Dhobi Ghat No One Killed Jessica Udaan

The following were some of the key highlights of the movies business this scal : Raajneeti released to amazing results achieving the 3rd largest box oce collections of all time in India at the time of its release Peepli Live, our rst co-production with Aamir Khan, was Indias nominee to the Academy Awards; the fourth such honour for a UTV release in the last 5 years Udaan was the only Indian lm invited to be selected at the Prestigious Cannes Film Festival and the rst since 2003 in the Un Certain Regard category No One Killed Jessica became the highest grossing lm ever with a female led cast UTV swept a whopping 10 awards at the prestigious Filmfare Awards including the Best Film (Critics Choice)

Games and Interactive This business segment comprises Games Content Business across Console, Online, and Mobile platforms as well as our Interactive division which comprises our web and mobile activities. This year, the Games vertical has seen major developments in the three companies: Console : This has been a very exciting year for UTV Ignition in which the Company was preparing for its rst AAA launch, El Shaddai: Ascension of The Metatron. The game was ocially announced to consumers during the Tokyo Game Show to rave reviews including the Best Future Game award. The game released in Japan on April 28th and has been extremely well received in the market with 200,000 conrmed orders received prior to the launch date. In addition, ahead of the release of El Shaddai, UTV Ignition nalized merchandising deals with a Jeans company EDWIN and a Toy Company in Japan Bandai Toys. Blacklight Tango Down, UTV Ignitions rst digital download title, was also nominated for several E3 2010 awards, including IGNs Best of E3 and Machinimas Best online Multiplayer Game. Tango Down was released in XBLA on July 7, 2010 and in the rst 24 hours it sold more than 20,000 digital downloads and ranked in the Top 10 in downloaded games.
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MANAGEMENT DISCUSSION AND ANALYSIS

UTV Ignition also signed and released in March another digital download title, Swarm, which is a very unique and award-winning game concept planned for release during this nancial year. The game currently holds a score of 72% at XBLA / PSN rankings. In this scal, UTV Ignition relocated and consolidated its Florida studio development and its Los Angeles Publishing business into one single location at Austin, the city which is rapidly growing as the game developer capital in North America. This relocation will bring the best talent to its game development and synergies between development and publishing teams. UTV Ignition continues to aggregate and empower some of the best global talent to create cutting-edge high end Console Game Content for all the Leading Platforms- Sony PS3, Microsoft XBox 360 and Nintendo Wii. Mobile : The Company continues its growth trajectory with the addition of new titles and exclusive distribution rights for many international publishers. UTV Indiagames' products are developed and published across all major technology platforms and are distributed through partnerships with mobile operators in over 75 countries. In this scal, UTV Indiagames partnered with Electronic Arts to oer full digital game downloads of popular EA games for the PC platform as part of the Games on Demand platform. The Games on Demand business has shown steady growth throughout the year reaching a subscriber base of more than 85,000 users. Other key highlights from UTV Indiagames in this scal include: Reached 1mm download milestone on Ovi UTV Indiagames and Mindtwister launched the award winning board game Pentago for mobile feature phones and smart phones alike UTV Indiagames added two managed services contracts for WAP Deck and Games Deck Management bringing the total to four managed contracts for the Group UTV Indiagames launched Cricket World Cup in Q4 to grow in the cricket game space after the success of the IPL game Launched its Direct-to-Home service oering on Airtel Digital IPL T20 Fever was the top ranked application in India on the iPhone and iPad App Store during the IPL Season and continues to be in the top 20 applications. The Android version of the game enjoyed similar success on the Android Marketplace and still holds 'Top 30' ranks in the Global Marketplace rankings amongst Sports Games worldwide

Online : The online gaming company mainly focuses on creation of our own content out of the US and Beijing studios. The revenue model is mainly based on micro-transactions and syndication.

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The Company, during the year, realized signicant cost savings and eciencies since consolidating the studios to Austin, Texas and Beijing. During this scal, the Online business struck its rst syndication deal for the upcoming game Mytheon for a European territory, which has recently completed its closed beta testing. In addition, Faxion completed its closed beta testing and will be released in 2011-2012. Interactive : This part of the business comprises the Web and Mobile operations of UTV. Products and services under this business include services such as distribution of movies and music based products on mobile such as ring-back tones and caller ring-back tones, wallpapers, various products for Celebrities like Voice Blogs and live Voice Chats and Audio Cinema. UTV launched a celebrity division within the Interactive segment providing digital celebrity content across tier 1 operators. During the scal, we consolidate our Audio Cinema product, which has become UTV Interactives agship product, and has grown to an active base of 1.9 million users UTV interactive launched its Audio Devotional product, which is currently at an active base of approximately one million users in its rst few months of launch. The service is currently available in 6 languages

Financial Overview Revenues The Company reported a growth in consolidated operating revenues of Rs 2,654 million to Rs 9,295 million from Rs 6,641 million reported in the previous year, led by increase in revenues in the Movies and Television divisions. Revenues in the Television segment increased from Rs 2,490 million in the previous year to Rs 3,558 million in the current year, an increase of 43%. This was primarily due to the growth of our four broadcast channels and growth in the Television Content business. The Movies segment reported an increase in revenues from Rs 3,154 million in the previous year to Rs 4,544 million this year an increase in 44%, primarily due to box oce success of several movies as well as growing revenues from C&S rights. Our Movies business is continuing to realize the benets of our IP focus and studio model approach. During the year, the Games and Interactive segment reported an increase in revenues of 12% from Rs 1,070 million in the previous year to Rs 1,201 million. This increase was a result of continue growth in the Interactive segment with new product oerings and increased sales from the games business. Other Income Other income decreased moderately from Rs 204 million for the year ended March 31, 2010 to Rs 191 million for the year ended March 31, 2011. This decrease is partly attributed to the decline in Prot on Sale of Investments.

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MANAGEMENT DISCUSSION AND ANALYSIS

Direct Costs Direct costs incurred during the current scal are Rs 5,927 million as against Rs 4,473 million in the previous year, an increase of 33%. Direct cost as a percentage of operating revenues was at 64% compared to 67% in the previous year. Sta Costs The sta cost of the Company has increased by 26% from Rs 618 million in the previous scal to Rs 780 million during the current scal. This is a decrease in sta costs as a percentage of operating revenues from the previous scal year. Other Expenses Other Expenses comprises administrative overheads, provisions for doubtful debts/ advances, advertisement and business promotion expenses, general expenses and others. During the year, other expenses were at Rs 983 million compared to Rs 1,076 million in the previous year showing a decrease of 9%. This decline is due to an absence of any Loss on Foreign Exchange Fluctuation which is oset partially by an increase in Marketing Expense in this scal. Interest Cost During the year, the Companys borrowings decreased by Rs 636 million compared to previous year. The net interest expense for the year was Rs 343 million against Rs 384 million in the previous year. Depreciation The depreciation charge for the current year was Rs 74 million as compared to Rs 62 million in the previous year. Prot before Tax The Prot before Tax for the year increased from Rs 231 million in the previous year to Rs 1,380 million in the current year. The Company has now started reaping the benets of being in investment mode during the last two years. An expansion in gross margins and a less than proportionate increase in the xed costs have resulted in this increase. Provision for Taxation During the year, the total Provision for tax was Rs 4.3 million as against Rs (270.25) million during the previous year. Prot after Tax and Minority Interest The Prot after Tax and Minority Interest for the year was higher at Rs 1,355 million against Rs 533 million in the previous year, an increase of 154%.

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Consolidated Financial Position Sources of Funds Share Capital, Revenues and Surplus The Equity Share Capital of the company remained constant at Rs 406 million as there were only a small number of shares allotted due to exercise of ESOPs during this scal. The consolidated Reserves and Surplus increased from Rs 7,317 million to Rs 8,810 million, an increase of Rs 1,493 million. This is primarily due to a Prot in the current scal and increase in the Foreign Currency Translation Reserve. Loan Funds The Companys borrowings decreased by Rs 636 million, down from Rs 9,627 million in the previous year to 8,991 million in the current year. Utilisation of Funds Fixed Assets Gross Fixed Assets as on 31 March 2011 were at Rs 1,030 (excluding Goodwill on consolidation) million as against Rs 924 million on 31 March, 2010. Goodwill on Consolidation Goodwill arising on Consolidation from Rs 3,952 million in the previous year to Rs 3,916 million in the current year is primarily on account of 15% additional stake acquired by the Company in True Games Interactive Inc. during the year. Investments The company had investments of Rs 201 million at the start of the year. Investments as on 31 March, 2011 were Rs 1 million showing a decrease of Rs 200 million. Current Assets, Loans and Advances Total current assets, loans and advances increased by Rs 3,889 million during the year, up from Rs 13,992 mllion in the previous year to Rs 17,881 million. Debtors (net of provisions) as on March 31, 2011 were at Rs 2,208 million representing 87 days of sale as against Rs 1,403 million as on March 31, 2010 representing 77 days of sale. During the year, inventories increased to Rs 11,786 million from Rs 8,538 million in the previous year. This is largely due to an increase in inventory in the Games segment and Movie Copyrights. Loans and advances decreased to 3,083 million during the year from Rs 3,336 in the previous scal. Cash and Bank balances have increased from 711 million as on 31 March, 2010 to Rs 800 million as on 31 March, 2011. Other Current Assets increased from Rs 3 million in the previous scal to Rs 5 million as on 31 March, 2011. Current Liabilities and Provisions Current Liabilities have shown an increase of Rs 2,951 million from 2,005 million in the previous scal to 4,956 million. Net Deferred Tax Asset/Liability Net deferred tax assets at the year end were 1,023 million compared to Rs 1,016 million in the previous year. This was mainly on account to Foreign Exchange variations.
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MANAGEMENT DISCUSSION AND ANALYSIS

Segmental Performance The business of the Company, during the year, was broadly categorized into the following three segments: Television Revenues from the television segment increased by 43% from Rs 2,490 million in the previous year to Rs 3,558 million during the year primarily to the growth and maturation of our Broadcasting channels and an increase in our revenues from the Television Content Production business. The segment reported a prot of Rs 309 million as compared to a loss of Rs 2 million in the previous year. Movies The Movies segment reported an increase in revenues of 44% from Rs 3,154 million in the previous year to Rs 4,544 million this year, due to an increase in the scale of our movies. The increased number of movies and the success at the box oce and other streams of revenue have driven the results. The Movies business reported a prot of Rs 1,523 million [margins of 34%] during the year against a prot of Rs 951 million [margins of 30%] during the previous year. Games and Interactive During the year, the results of the Games and Interactive segment included consolidated nancials of Ignition, True Games and Indiagames as well as the web and mobile properties for the full year. During the year, the Games Content segment reported an increase in revenues of 12% from Rs 1,070 million in the previous year to Rs 1,201 million. The Games and Interactive segment had a prot of Rs 141 million up from a loss of Rs 148 million in the previous year.

Revenue contribution as on 31 March, 2011

Television 38%

Movies 49%

Games & Interactive 13%

Note: Intersegment revenue contribution is not considered in the pie charts above.

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Risk Factors 1. UTV operates in a highly competitive industry and UTV expects that competition will continue to increase with the entry of new players into the sectors in which it operates 2. UTV competes with other entertainment media companies to develop arrangements with popular producers, actors, writers and other artistic talent for the production of high quality television content and movies. UTV's inability to obtain such talent to produce high quality programming on reasonable terms, or at all, could have a material adverse eect on its business, nancial condition and results of operations 3. UTV may be unsuccessful in protecting its intellectual property rights. Unauthorised use of UTV's intellectual property may result in development of technology, products or services which compete with UTV's products. UTV may also be subject to third-party claims of intellectual property infringement 4. The motion pictures sector in India is largely fragmented and UTV's movies business faces signicant competition from various national and regional competitors oering similar services 5. UTV is facing increased competition in its television business, driven by factors such as an increase in the number of TV channels and continuous fragmentation of TV viewership 6. UTV division in the Games Content space is highly fragmented space faces signicant competition in all three platforms from various multinationals 7. The seasonality of advertising and the schedule of UTVs movie releases could cause its results of operations to vary between nancial periods 8. UTV has substantial indebtedness and the conditions and restrictions imposed by UTV's nancing and other agreements could adversely aect UTV's ability to conduct its business, its nancial condition and its operations 9. UTV requires certain approvals or licenses to conduct its business, and the failure to obtain such approvals or licenses in a timely manner or at all may adversely aect UTVs business and operations 10. UTV operates in a creative environment and its products are subject to acceptance by consumers. Consumer tastes and preferences are subjective and can change anytime thereby aecting the business 11. UTV, as a group, has operations across multiple geographies thereby exposing it to foreign exchange uctuations. However, every year we make an estimation of any downside related to foreign exchange and make appropriate provisions for the same thereby insulating us to a great extent from any drastic uctuations 12. Our businesses are mainly driven by creativity hence our long-term protability is dependent on our ability to attract and retain creative and technical talent

66

MANAGEMENT DISCUSSION AND ANALYSIS

Human Resources As a Company, we appreciate the breadth and depth of our team. We believe in constantly nurturing the creative processes followed in their respective businesses and take full advantage of the emerging opportunities in their sphere. We are in full cognizance of the fact that it is due to the passion, commitment, talent and experience of our people that we are able to rise to the challenge of exceeding the ever increasing demands of our consumers. We have been able to attract and retain the best talent from around the industry for our existing and new business initiatives and for taking us to the next level of growth. As at March 31, 2011, we, along with our subsidiaries, had 887 full time employees, long-term professional associates and animation talent, the business wise classication of which is as under : Motion Pictures Television Gaming Corporate TOTAL 71 326 421 69 887

67

FINANCIAL STATEMENTS

AUDITORS REPORT
on the Consolidated Financial Statements of UTV Software Communications Limited To the Board of Directors of UTV Software Communications Limited

1.

We have audited the attached consolidated balance sheet of UTV Software Communications Limited (the Company) and its subsidiaries and its jointly controlled entity; hereinafter referred to as the Group (refer Note A(i) on Schedule 21 to the attached consolidated nancial statements) as at March 31, 2011, the related consolidated Prot and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated nancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nancial statements. An audit also includes assessing the accounting principles used and signicant estimates made by management, as well as evaluating the overall nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the nancial statements of thirteen subsidiaries and one jointly controlled entity included in the consolidated nancial statements, which constitute total assets of Rs 13,113.84 million and net assets of Rs 6,912.01 million as at March 31, 2011, total revenue of Rs. 1,385.90 million, net prot of Rs 192.22 million and net cash ows amounting to Rs 104.41 million for the year then ended. These nancial statements and other nancial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated nancial statements to the extent they have been derived from such nancial statements is based solely on the report of such other auditors. We report that the consolidated nancial statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements and Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures notied under sub-section 3C of Section 211 of the Companies Act, 1956. Based on our audit and on consideration of reports of other auditors on separate nancial statements and on the other nancial information of the components of the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated nancial statements give a true and fair view in conformity with the accounting principles generally accepted in India :

2.

3.

4.

5.

70

FINANCIAL STATEMENTS

AUDITORS REPORT
on the Consolidated Financial Statements of UTV Software Communications Limited To the Board of Directors of UTV Software Communications Limited (Contd.)

(a) (b)

in the case of the consolidated Balance Sheet, of the state of aairs of the Group as at March 31, 2011; in the case of the consolidated Prot and Loss Account, of the prot of the Group for the year ended on that date; and in the case of the consolidated Cash Flow Statement, of the cash ows of the Group for the year ended on that date.

(c)

For Price Waterhouse & Co Firm Registration Number: 007567S Chartered Accountants

Place : Mumbai Date : May 30, 2011

Partha Ghosh Partner Membership Number F-55913

71

CONSOLIDATED BALANCE SHEET as at March 31, 2011

Schedule Schedule No. No. SOURCES OF FUNDS Shareholders' Funds Share Capital..................................... Advance Against Warrants................ Reserves and Surplus........................ Minority Interests Loan Funds Secured Loans.................................... Unsecured Loans............................... Deferred Tax Liabilities [Refer Note C 4 (a) of Sch. 21] TOTAL APPLICATION OF FUNDS Fixed Assets........................................... Gross Block....................................... Less : Accumulated Depreciation...... Net Block.......................................... Capital Work In Progress................... Investments Deferred Tax Assets [Refer Note C 4 (a) of Sch. 21] Current Assets, Loans and Advances Inventories........................................ Sundry Debtors................................. Cash and Bank Balances................... Other Current Assets........................ Loans and Advances......................... Less : Current Liabilities and Provisions Current Liabilities.............................. Provisions.......................................... Net Current Assets................................ TOTAL.................................................... 8 9 10 11 12 13 14 11,785.53 2,207.50 799.76 5.29 3,082.80 17,880.88 4,955.64 52.94 5,008.58 12,872.30 19,177.41 6 4,945.75 387.66 4,558.09 35.92 4,875.73 290.89 4,584.84 8.56 4 5 1 2 3 406.35 8,809.86 406.32 7,316.64 As at As at March 31, 2011 March 31, 2011 Rs. in Million (Rs. in Million) As at As at March 31, 2010 March 31,Rs. in Million 2010

9,216.21 283.03 5,891.07 3,100.00 687.10 19,177.41

7,722.96 326.21 5,540.38 4,086.16 268.10 17,943.81

4,594.01 0.51 1,710.59

4,593.40 200.65 1,284.05

8,538.08 1,403.45 710.76 2.94 3,336.49 13,991.72 2,004.57 121.44 2,126.01 11,865.71 17,943.81

NOTES TO THE FINANCIAL STATEMENTS 21 Schedules referred to above and notes attached thereto form an integral part of the Consolidated Balance Sheet. This is the Consolidated Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Rohinton Screwvala CMD & Chief Executive Ocer Sanjaya Kulkarni Director

72

FINANCIAL STATEMENTS

CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended March 31, 2011
(Rs. in Million) Schedule No. INCOME Sales and Services (net)................................................... Other Income................................................................... EXPENDITURE Direct Cost....................................................................... Sta Cost.......................................................................... Other Expenses................................................................ PROFIT BEFORE INTEREST, DEPRECIATION AND TAX Less : Interest & Finance Charges (net).............................. PROFIT BEFORE DEPRECIATION AND TAX........................ Less : Depreciation............................................................. PROFIT BEFORE TAX AND EXCEPTIONAL ITEM................. Exceptional Item Writeos in accordance with Scheme................................ Transfer from Business Restructuring Reserve account...... PROFIT BEFORE TAX........................................................ Less : Provision for Taxation - Current...................................................................... (Includes Wealth Tax Rs. 3.10 Mio, Previous Year Rs. 2.48 Mio ) - Mat Credit Entitlement............................................. - Deferred Tax.............................................................. PROFIT BEFORE MINORITY INTERESTS............................ Less : Minority Interests..................................................... PROFIT AFTER MINORITY INTERESTS............................... Balance Prot brought forward.......................................... APPROPRIATIONS a) Transfer to Debenture Redemption Reserve.................. (Refer Note C 14 of Sch. 21) b) Balance Carried To Balance Sheet.................................. Earnings Per Share of Rs.10/- each [Refer Note B 14 & C 7 of Sch. 21) Basic.................................................................................... Diluted................................................................................ 332.42 (328.66) 0.56 17 18 19 5,926.84 779.60 983.11 15 16 9,295.09 191.32 6,640.53 204.27 Year Ended March 31, 2011 Year Ended March 31, 2010

9,486.41

6,844.80

7,689.55 1,796.86 343.12 1,453.74 73.64 1,380.10

4,473.03 618.01 1,076.16

6,167.20 677.60 384.46 293.14 61.66 231.48

20

1,380.10

(6,077.21) 6,077.21

231.48

123.33 (130.22) (263.36)

4.32 1,375.78 20.98 1,354.80 2,229.03 3,583.83 200.00 3,383.83 3,583.83

(270.25) 501.73 (31.59) 533.32 1,773.11 2,306.43 200.00 2,106.43 2,306.43

33.34 33.05

13.13 13.07

NOTES TO THE FINANCIAL STATEMENTS 21 Schedules referred to above and notes attached thereto form an integral part of the Consolidated Prot and Loss Account This is the Consolidated Prot and Loss Account referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Rohinton Screwvala CMD & Chief Executive Ocer Sanjaya Kulkarni Director

73

CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2011
(Rs. in Million) Particulars A CASH FLOW FROM OPERATING ACTIVITIES: Net Prot Before Tax............................................................................. Adjustments for: Depreciation.......................................................................................... (Prot)/Loss on Sale of Fixed Assets / Investment (Net)....................... Interest Expenses.................................................................................. Assets Written o.................................................................................. Interest Income..................................................................................... Bad Debts Written o............................................................................ Amortisation of Movie Copyrights........................................................ Provision for Doubtful Debts................................................................. Irrecoverable loans and advances written o/Provision for doubtful advances............................................................................................... Provision For Contingencies.................................................................. Advance from Customer Written Back.................................................. Unrealised Foreign Exchange (Gain)/Loss............................................. Provision for Employee Retirement Benets......................................... Dividend Income................................................................................... Advance tax/TDS of earlier years written o......................................... Operating Prot Before Working Capital Changes............................. Adjustments for changes in Working Capital - (Increase)/ Decrease in Sundry Debtors.............................................. - (Increase)/ Decrease in Other Receivables.......................................... - (Increase) in Inventories...................................................................... - Increase/(Decrease) in Trade and Other Payables.............................. Cash Generated by/ (Used in) Operations......................................... - Taxes Paid (including Tax Deducted at Source).................................... Net Cash Generated by/ (Used in) Operating Activities..................... B CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets....................................................................... Proceeds from Sale of Fixed Assets....................................................... Proceeds from Sale of Investments....................................................... Purchase of Investments....................................................................... Advances to Related Companies........................................................... Interest Received................................................................................... Dividend Received................................................................................. Net Cash Generated by/ (Used in) Investing Activities...................... C CASH FLOW FROM FINANCING ACTIVITIES : Issue of Equity Shares............................................................................ Share Issue Expenses............................................................................ Advance warrant money received including Premium.......................... Foreign Currency Translation Reserve................................................... Proceeds from Long Term Borrowings -Receipts............................................................................................... -Payments............................................................................................. Proceeds from Short term Borrowings -Receipts................................................................................................ -Payment............................................................................................... Proceeds from Cash Credit (Net)........................................................... Interest paid - Capitalised..................................................................... Interest Paid/Discount on Commercial Paper....................................... Dividend Paid......................................................................................... Minority Interests.................................................................................. Net Cash Generated by/ (Used in) Financing Activities...................... D Net Increase / (Decrease) in Cash and Cash equivalents ( A + B + C )....................................................................................... Opening Cash and Cash Equivalents.................................................. Closing Cash and Cash Equivalents.................................................... (C) 0.78 129.57 2,734.42 (265.55) 3,020.00 (4,280.40) (1,819.34) (488.28) (434.02) (64.16) (1,466.98) 89.00 710.76 799.76 (62.37) (0.69) (340.93) 2,795.60 (861.53) 2,270.39 (188.95) 911.07 (372.78) (398.37) (0.01) 54.68 3,806.11 (225.98) 936.74 710.76 (B) (A) (831.62) 324.09 (3,209.57) 3,294.74 1,708.59 (265.62) 1,442.97 (116.58) 2.06 1,336.64 (1,134.92) 0.04 25.77 113.01 427.13 (615.49) (4,223.47) (299.50) (3,909.16) (253.77) (4,162.93) (396.28) 16.25 10,301.31 (10,189.78) 382.69 16.22 0.43 130.84 73.64 24.24 371.25 (5.47) (28.12) 11.82 509.46 11.86 (50.00) (74.02) (75.49) (18.32) 2,130.95 61.66 (13.70) 401.58 13.01 (17.12) 31.78 5.88 18.51 19.93 (371.00) (50.26) 455.95 13.04 (0.43) 1.86 802.17 1,380.10 231.48 March 31, 2011 March 31, 2010

74

Proceeds from Long Term Borrowings -Receipts............................................................................................... -Payments............................................................................................. Proceeds from Short term Borrowings -Receipts................................................................................................ -Payment............................................................................................... Proceeds from Cash Credit (Net)........................................................... Interest paid - Capitalised..................................................................... Interest Paid/Discount on Commercial Paper....................................... CONSOLIDATED CASH FLOW STATEMENT for the year Dividend Paid......................................................................................... Minority Interests.................................................................................. A D Particulars Net Cash Generated by/ (Used in) Financing Activities...................... CASH FLOW FROM OPERATING ACTIVITIES: Net Increase / (Decrease) in Cash and Cash equivalents ( A Prot )....................................................................................... Net+ B + CBefore Tax............................................................................. Opening Cash and Adjustments for: Cash Equivalents..................................................

2,734.42 (265.55) 3,020.00 (4,280.40) (1,819.34) (488.28) (434.02) 31, 2011 (64.16)

2,795.60 (861.53)

FINANCIAL STATEMENTS (188.95)

2,270.39

ended March
(C)

(Contd.)

911.07 (372.78) (398.37) (0.01) (Rs. in54.68 Million)

March 31, 2011 (1,466.98) 1,380.10 89.00 710.76 73.64 799.76 24.24 371.25 (5.47) 29.05 (28.12) 770.71 11.82 799.76 509.46 11.86

March3,806.11 31, 2010 231.48 (225.98) 936.74 61.66 710.76 (13.70) 401.58 13.01 34.18 (17.12) 676.58 31.78 710.76 5.88 18.51

Closing Cash and Cash Equivalents.................................................... Depreciation.......................................................................................... (Prot)/Loss on Sale of Fixed Assets / Investment (Net)....................... Cash and cash equivalents comprise................................................. Interest Expenses.................................................................................. Cash, Written in hand and Remittances in Transit............................... AssetsCheques o.................................................................................. Balance with Scheduled Banks.............................................................. Interest Income..................................................................................... Bad Debts Written o............................................................................ Amortisation of Movie Copyrights........................................................ Provision for Doubtful Debts................................................................. 19.93 Notes :Irrecoverable loans and advances written o/Provision for doubtful advances............................................................................................... (50.00) 1 The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard- 3 issued by the Institute of (371.00) Chartered Provision India. (74.02) (50.26) Accountants ofFor Contingencies.................................................................. Advance from Customer Written Back.................................................. (75.49) 455.95 13.04 2 CashUnrealisedequivalents include(Gain)/Loss............................................. 0.08 Mio) (Refer Sch. 13) which(18.32) available for use by the Company. and cash Foreign Exchange unclaimed dividend Rs. 0.08 Mio (PY Rs. are not Provision for Employee Retirement Benets......................................... (0.43) Dividend Income................................................................................... 1.86 Advance tax/TDS of earlier years written o......................................... 2,130.95 802.17 Operating Prot Before Working Capital Changes............................. This is theAdjustments for changes in Working Capital of even date. Cash ow statement referred to in our report - (Increase)/ Decrease in Sundry Debtors.............................................. - (Increase)/ Decrease in Other Receivables.......................................... - (Increase) in Inventories...................................................................... - Increase/(Decrease) in Trade and Other Payables.............................. (831.62) For and on behalf of the Board of Directors 324.09 (3,209.57) 3,294.74 427.13 (615.49) (4,223.47) (299.50) (3,909.16) (253.77) (4,162.93) (396.28) 16.25 10,301.31 (10,189.78) 382.69 16.22 0.43 130.84

For Price Waterhouse & Co. Rajeev Wagle Firm Registration Number: (Used in) Operations......................................... Ocer Group Chief Financial Cash Generated by/ 007567S Chartered Accountants
- Taxes Paid (including Tax Deducted at Source).................................... Net Cash Partha Ghosh Generated by/ (Used in) Operating Activities..................... Mohd. Sajid Ali Partner CASH FLOW FROM INVESTING ACTIVITIES : Company Secretary B Membership Number: F-55913 Purchase of Fixed Assets....................................................................... (A)

Rohinton Screwvala 1,708.59 CMD & Chief Executive Ocer

(265.62) 1,442.97

Sanjaya Kulkarni Director (116.58)

2.06 1,336.64 (1,134.92) 0.04 25.77 -

Proceeds from Sale of Fixed Assets....................................................... Proceeds from Sale of Investments....................................................... Place : Mumbai of Investments....................................................................... Place : Mumbai Purchase Advances to Date : May 30, 2011Related Companies........................................................... Date : May 30, 2011 Interest Received................................................................................... Dividend Received................................................................................. Net Cash Generated by/ (Used in) Investing Activities...................... C CASH FLOW FROM FINANCING ACTIVITIES : Issue of Equity Shares............................................................................ Share Issue Expenses............................................................................ Advance warrant money received including Premium.......................... Foreign Currency Translation Reserve................................................... Proceeds from Long Term Borrowings -Receipts............................................................................................... -Payments............................................................................................. Proceeds from Short term Borrowings -Receipts................................................................................................ -Payment............................................................................................... Proceeds from Cash Credit (Net)........................................................... Interest paid - Capitalised..................................................................... Interest Paid/Discount on Commercial Paper....................................... Dividend Paid......................................................................................... Minority Interests.................................................................................. Net Cash Generated by/ (Used in) Financing Activities...................... D Net Increase / (Decrease) in Cash and Cash equivalents ( A + B + C )....................................................................................... Opening Cash and Cash Equivalents.................................................. Closing Cash and Cash Equivalents.................................................... (C) (B)

113.01

0.78 129.57 2,734.42 (265.55) 3,020.00 (4,280.40) (1,819.34) (488.28) (434.02) (64.16) (1,466.98) 89.00 710.76 799.76 29.05

(62.37) (0.69) (340.93) 2,795.60 (861.53) 2,270.39 (188.95) 911.07 (372.78) (398.37) (0.01) 54.68 3,806.11 (225.98) 936.74 710.76 34.18

75

SCHEDULES forming part of the Consolidated Financial Statements

(Rs. in Million) As at March 31, 2011 1 SHARE CAPITAL AUTHORISED 70,000,000 Equity Shares of Rs.10/- each................................................... (Previous Year 70,000,000 Equity Shares of Rs.10/- each) ISSUED, SUBSCRIBED AND PAID UP 40,634,750 Equity Shares of Rs. 10/- each fully paid................................. (Previous Year 40,632,250 Equity Shares of Rs.10/- each fully paid) [Refer Note C 3 (i) of Sch. 21] TOTAL..................................................................................................... 700.00 700.00 As at March 31, 2010

406.35 406.35

406.32 406.32

Notes: i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the F.Y. 1995-96 to the then existing Shareholders of the Company. ii) 4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year. iii) 182,932 Equity Shares of Rs.5/- each (91,466 Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. iv) During the previous year, the Company has issued 6,436,782 equity shares of Rs.10/- each, for consideration other than cash, to the minority shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries. v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares as on the Balance Sheet date representing 50.45% of the issued share capital. 2 ADVANCE AGAINST WARRANTS As per Last Balance Sheet............................................................................ Less: Transfer to Capital Reserve Account................................................... TOTAL.................................................................................................... 3 RESERVES AND SURPLUS SECURITIES PREMIUM ACCOUNT As per last Balance Sheet............................................................................. Add : Premium on shares issued.................................................................. Less: Transferred to Business Restructuring Reserve................................... Less: Utilised for write o at Indiagames Limited........................................ Less: Shares/Debentures Issue Expenses..................................................... CAPITAL RESERVE Reserve arising on account of change in shareholding of subsidiaries........ Dirence due to forex rate uctuation........................................................ Less: Reduction due to Merger of UTV Motion Pictures (Mauritius) Limited & UMP Plc Arising on account of shares issued by erstwhile UMP Plc.......................... Less: Transferred to General Reserve as per Scheme.................................. Arising from forfeiture of Share warrants money received......................... GENERAL RESERVE As per last Balance Sheet............................................................................. Add : Transferred from Capital Reserve as per Scheme............................... Add : Transferred from Business Restructuring Reserve as per Scheme...... 1,243.26 0.75 1,244.01 1,244.01 412.35 1.24 413.59 3,753.00 3,753.00 DEBENTURE REDEMPTION RESERVE As per Last Balance Sheet............................................................................ Add: Transferred from P&L Account............................................................ 200.00 200.00 400.00 8,805.63 8,805.63 7,500.00 30.77 31.60 1,243.26 2,451.47 (2,429.23) 2,602.97 (2,602.97) 390.11 412.35 47.50 2,602.97 1,102.53 3,753.00 200.00 200.00

390.11 (390.11) -

76

Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. iv) During the previous year, the Company has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries.

v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares as on the Balance Sheet date representing 50.45% of the issued share capital.

FINANCIAL STATEMENTS

SCHEDULES forming part of the Consolidated Financial Statements (Contd.) 2 ADVANCE AGAINST WARRANTS
As per Last Balance Sheet............................................................................ Less: Transfer to Capital Reserve Account................................................... TOTAL 3 RESERVES AND SURPLUS 1 SHARE CAPITAL SECURITIES PREMIUM ACCOUNT AUTHORISED As per last BalanceShares of Rs.10/- each................................................... 70,000,000 Equity Sheet............................................................................. Add : Premium70,000,000issued.................................................................. (Previous Year on shares Equity Shares of Rs.10/- each) As at March 31, 2011 700.00 1,243.26 0.75 1,244.01 406.35 406.351,244.01

(Rs. 390.11 in Million) (390.11) As at March 31, 2010 700.00 8,805.63 8,805.63 406.32 7,500.00 30.77 31.60 406.32 1,243.26

Less: Transferred to Business Restructuring Reserve................................... ISSUED, SUBSCRIBED AND PAID UP Less: Utilised for write o at Indiagames Limited........................................ 4,06,34,750 Equity Shares of Rs. 10/- each fully paid................................. Less: Shares/Debentures Issue Expenses..................................................... (Previous Year 4,06,32,250 Equity Shares of Rs.10/- each fully paid) [Refer Note C 3 (i) of Sch. 21] TOTAL CAPITAL RESERVE Notes: Reserve arising on account of change in shareholding of subsidiaries........ 412.35 2,451.47 i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the Dirence due to forex rate uctuation........................................................ 1.24 F.Y. 1995-96 to the then existing Shareholders of the Company. Less: Reduction due to Merger of UTV Motion Pictures (Mauritius) Limited ii) 4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various & UMP Plc (2,429.23) shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year.

Arising on account of shares issued by erstwhile UMP Plc.......................... 2,602.97 iii) 182,932 Equity Shares of Rs.5/- each (91,466 Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media Less: Transferred to General Reserve as per Scheme.................................. (2,602.97) Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. Arising from forfeiture of Share warrants money received......................... 390.11 413.59 412.35 iv) During the previous year, the Company has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries. GENERAL RESERVE As per last Balance Sheet............................................................................. 3,753.00 47.50 v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares Add : Transferred from Capital Reserve as per Scheme............................... 2,602.97 as on the Balance Sheet date representing 50.45% of the issued share capital. Add : Transferred from Business Restructuring Reserve as per Scheme...... 2 ADVANCE AGAINST WARRANTS As per Last Balance Sheet............................................................................ DEBENTURE REDEMPTION RESERVE Less: Transfer to Capital Reserve Account................................................... As per Last Balance Sheet............................................................................ Add: Transferred from P&L Account............................................................ TOTAL 3 RESERVES AND SURPLUS BUSINESS RESTRUCTURING RESERVE SECURITIES PREMIUM ACCOUNT TransferredBalance Sheet............................................................................. As per last from Securities Premium pursuant to Scheme of Arrangement Less:: Premium onto Protissued.................................................................. Add Transferred shares and Loss account............................................... Less: Utilisation for to Business Restructuring Reserve................................... Less: Transferred issue of shares & scheme expenses in accordance with Scheme Less: Utilised for write o at Indiagames Limited........................................ Less: Transferred to General Reserve as per Scheme.................................. Less: Shares/Debentures Issue Expenses..................................................... FOREIGNRESERVE TRANSLATION RESERVE CAPITAL CURRENCY Reserve arising on account of change in shareholding of subsidiaries........ PROFIT &due toACCOUNT uctuation........................................................ Dirence LOSS forex rate As per annexed Prot and Loss Account...................................................... On account of merger of IT NationUTV Motion Pictures UTV New Media Less: Reduction due to Merger of Media Limited with (Mauritius) Limited & UMP Plc Limited w.e.f from April 1, 2008 Arising on account of shares issued by erstwhile UMP Plc.......................... Addition on accountGeneral Reserve as per Scheme.................................. Less: Transferred to of merger of UTV Motion Pictures (Mauritius) Limited & UMP from forfeiture of Share warrants money received......................... Arising Plc into the Company....................................................................... TOTAL..................................................................................................... GENERAL RESERVE As per last Balance Sheet............................................................................. Add : Transferred from Capital Reserve as per Scheme............................... Add : Transferred from Business Restructuring Reserve as per Scheme...... 1,243.26 0.75 1,244.01 1,244.01 (384.57) 412.35 1.24 3,383.83 8,809.86 413.59 3,753.00 3,753.00 DEBENTURE REDEMPTION RESERVE As per Last Balance Sheet............................................................................ Add: Transferred from P&L Account............................................................ 200.00 200.00 400.00 7,500.00 8,805.63 6,077.21 8,805.63 320.26 7,500.00 30.77 1,102.53 31.60 1,243.26 (521.00) 2,451.47 2,106.43 (2,429.23) (82.62) 2,602.97 (2,602.97) 205.22 390.11 7,316.64 412.35 47.50 2,602.97 1,102.53 3,753.00 200.00 200.00 3,753.00 200.00 200.00 400.00 1,102.53 3,753.00 390.11 (390.11) 200.00 200.00

BUSINESS RESTRUCTURING RESERVE Transferred from Securities Premium pursuant to Scheme of Arrangement

77
7,500.00

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

As at March 31, 2011 SECURED LOANS 1 4 SHARE CAPITAL Cash Credit AUTHORISED From Banks............................................................................ 70,000,000 Equity Shares of Rs.10/- each................................................... Working Capital Demand Loans from Banks............................................ (Previous Year 70,000,000 Equity Shares of Rs.10/- each) Term SUBSCRIBED AND PAID UP ISSUED,Loan From Banks............................................................................. 4,06,34,750 Equity Shares of Rs. 10/- each fully paid................................. Vehicle Year From Banks.......................................................................... (Previous Loan 4,06,32,250 Equity Shares of Rs.10/- each fully paid) [Refer Note C 3 (i) of Sch. 21] Non TOTAL Convertible Debentures.................................................................... Notes 1 1 1 3 2 700.00 668.62 1,420.00 406.35 2,910.72 1.45 406.35 875.00

(Rs. in Million) As at March 31, 2010

700.00 2,487.96 195.00 406.32 1,836.78 0.69 406.32 1,000.00

Notes: Others....................................................................................................... 3 15.28 19.95 i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the F.Y. 1995-96 to the then existing Shareholders of the Company. TOTAL.................................................................................................. 5,891.07 5,540.38 ii) 4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various Notes: shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year. 1. Cash Credit, Working Capital Demand Loans and Term Loans from banks are secured by : a) First charge on freehold land, movable Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media iii) 182,932 Equity Shares of Rs.5/- each (91,466plant and machinery and other movable xed assets (excluding vehicles) and current assets of the Company (save and except xed of Arrangement for demerger Company charged to the Company Bank 2003-04. Technologies Limited as per the Schemeassets and current assets of theof its studio divisionin favour of EXIM in F.Y. of India for specic lm nancing to the extent of Rs. 450 million); b) Personal guarantee of a director of has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority iv) During the previous year, the Companythe Company; c) Pledge of 350,000 equity shares held in UTV Arrangement between the Company and its lien of xed shareholders of UMP Plc pursuant to the Scheme of Global Broadcasting Limited, its subsidiary &subsidiaries. deposit of Rs 250 million; d) First charge on all xed assets and current assets of subsidiaries IG Interactive Entertainment Limited and UTV Communications (USA) LLC; e) First charge issued share capital, the Holding Company - The Entertainment Limited & its subsidiaries Limited holds 20,497,994 shares v) Out of the above on all xed assets and current assets of IgnitionWalt Disney Company (Southeast Asia) Pteexcept xed assets and current assets charged by them in favor of other lenders; as on the Balance Sheet date representing 50.45% of the issued share capital. f) Corporate Guarantee given by UTV Communications (USA) LLC & IG Interactive Entertainment Limited. 2 ADVANCE AGAINST WARRANTS are secured by charge against freehold land, entire current assets (save and except current assets of the Company 2. Non Convertible Debentures As per Last Balance Sheet............................................................................ extent of Rs.450 million), personal guarantee of a director of the390.11 charged in favour of EXIM Bank of India for specic lm nancing to the Company Less: Transfer to Capital Reserve Account................................................... IG Interactive Entertainment Limited. The Debentures will be redeemable in (390.11) and corporate guarantees given by UTV Communications (USA) LLC & 16 equal quarterly installments starting after one year moratorium from the date of issue. TOTAL 3. Secured against the hypothecation of underlying xed assets. 3 RESERVES AND SURPLUS 4. Of the above, amount repayable within one year are as follows: SECURITIES PREMIUM ACCOUNTLoans: Rs. 1,420.00 Mio. - Working Capital Demand As per-last Balance Sheet............................................................................. 1,243.26 8,805.63 Term Loans: Rs. 1,304.58 Mio. Add : Premium on shares issued.................................................................. 0.75 - Non Convertible Debentures Rs. 250.00 Mio. 1,244.01 8,805.63 Less: Transferred to Business Restructuring Reserve................................... 7,500.00 5 Less: Utilised for write o at Indiagames Limited........................................ UNSECURED LOANS 30.77 Less: Shares/Debentures Issue Expenses..................................................... 31.60 Commercial Paper 1,244.01 1,243.26 - From Banks........................................................................................... 1,200.00 2,500.00 - From Others.......................................................................................... 400.00 1,500.00 CAPITAL RESERVE Other arising on account 86.16 Reserve Short Term Loans of change in shareholding of subsidiaries........ 412.35 2,451.47 Loan From to forex rate uctuation........................................................ 1,500.00 Dirence dueBanks...................................................................................... 1.24 -TOTAL................................................................................................. 3,100.00 4,086.16 Less: Reduction due to Merger of UTV Motion Pictures (Mauritius) Limited & UMP Plc (2,429.23) Notes : Arising on account of shares issuedyear: Rs 3,100 MioPlc.......................... 1. Amount repayable within one by erstwhile UMP Less: Transferred to General Reserve as per Scheme.................................. Arising from forfeiture of Share warrants money received......................... 2. Maximum amount outstanding during the year: Rs 4,750 Mio GENERAL RESERVE As per last Balance Sheet............................................................................. Add : Transferred from Capital Reserve as per Scheme............................... Add : Transferred from Business Restructuring Reserve as per Scheme...... 413.59 3,753.00 3,753.00 DEBENTURE REDEMPTION RESERVE As per Last Balance Sheet............................................................................ Add: Transferred from P&L Account............................................................ 200.00 200.00 400.00 2,602.97 (2,602.97) 390.11 412.35 47.50 2,602.97 1,102.53 3,753.00 200.00 200.00

78

BUSINESS RESTRUCTURING RESERVE Transferred from Securities Premium pursuant to Scheme of Arrangement

7,500.00

6 Fixed Assets (Refer Note B 2, B 11, B 12 of Sch. 21) (Rs. in Million) COST Additions Deductions Opening As at Consolidation For the Deduction As at As at As at As at March 31, 2011 Adjustments Year March 31, 2011 March 31, 2011 March 31, 2010 (A) April 1, 2010 (B) (A-B) 129.14 17.38 (0.20) 0.94 0.87 2.21 1.45 0.07 5.34 10.94 28.32 31.05 2.48 132.69 2.38 4.87 7.70 0.23 4.07 2.20 0.38 0.64 41.26 21.54 19.71 0.37 0.37 44.47 6.33 48.99 60.40 101.52 62.75 8.85 387.66 4.41 12.95 1.99 5.64 6.32 1.18 0.27 3,913.58 31.14 5.61 28.80 1.13 300.32 21.38 81.78 47.43 16.05 19.32 4,558.09 35.92 4,594.01 702.00 348.90 4,875.73 211.62 (10.52) 122.39 32.60 290.89 4,584.84 20.69 0.01 1.86 1.99 8.54 41.70 9.16 46.84 52.66 73.19 30.63 6.94 290.89 1.45 3,915.57 44.09 5.98 73.27 1.13 306.65 70.37 142.18 148.95 78.80 28.17 4,945.75 37.86 91.28 32.55 4.84 3,949.68 35.55 57.94 1.13 286.23 21.06 88.57 57.78 41.90 7.61 4,584.84 8.56 4,593.40 4,384.24 DEPRECIATION / AMORTISATION NET BLOCK

Particulars

Opening Consolidation As at Adjustments April 1, 2010 (0.21) 22.17 5.98 1.23 1.85 3.30 2.20 0.07 30.61 166.81 127.40 14.27 0.72 4.54 0.47 17.09 2.41 6.81 7.71 3.65 1.18 18.96 7.70 15.02 42.62 58.27 1.07 6.32 79.42 -

Intangible Assets Computer Software

49.93

Game Development Cost

6.70

Goodwill on Consolidation

3,951.67

Brands

44.09

Websites

Tangible Assets Leasehold Improvements

99.64

Freehold Land

1.13

Building

295.39

Plant & Machinery

67.90

Furniture & Fixtures

141.23

Computers

130.97

Oce Equipments

72.53

Motor Vehicles (Refer Note a below)

14.55

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

Grand Total

4,875.73

Capital Work in Progress, at cost (including Capital Advances) Total (73.23)

Previous Year

4,595.86

Notes: a) The Net Book value of Motor Vehicles includes value of vehicles acquired under loan from banks amounting to Rs. 2.85 Mio [ Previous Year - Rs. 0.69 Mio]. b) Game Development Costs includes game costing Rs nil (Previous Year - Rs 3.61 Mio) which are under development phase. c) Depreciation inventorised on gaming projects during the year aggregates to Rs. 59.05 Mio (Previous Year - Rs 60.73 mio) d) Deduction in Goodwill arising on Consolidation is on account of capital reserve arising on acquisition of 15% stake in True Games Interactive Limited by UTV Games Limited during the year. e) Goodwill arising on Consolidation is tested for impairment at each year end.

FINANCIAL STATEMENTS

79

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

7 INVESTMENTS (Refer Note B 3 of Sch. 21) Nos. as at March 31, 2011 Long Term, Non Trade (fully paid) Equity Shares of Companies Unquoted United Teleshopping and Marketing Company Limited.. Homland Network Corporation................................... Preference Shares of Companies Unquoted Homland Network Corporation.................................. Long Term, Trade (fully paid) Equity Shares of Companies Quoted : Radaan Mediaworks India Limited.............................. Current Investment, Non Trade (fully paid) a) Equity Shares of Companies Subsidiary Companies (Unquoted) Indiagames Limited..................................................... (b) Mutual/Liquid Funds (Unquoted) (i) SBI Mutual Fund Magnum Instacash Fund............. (ii) Taurus Liquid Fund - Super Institutional - Growth.... TOTAL........................................................................... * Amount less than Rs 10,000 Cost March 31, 2011 Aggregate Value of Quoted Investments.......................... Aggregate Value of Unquoted Investments...................... Total............................................................................. 0.50 0.01 0.51 Market value March 31, 2011 0.14 Nos. as at March 31, 2010 Face Value As at March 31, 2011 (Rs. in Million) As at March 31, 2010

600,000 352,000

600,000 352,000

Rs. 10 0.001 USD

-*

-*

125,000

125,000

0.001 USD

0.01

0.01

62,500

62,500

Rs. 2

0.50

0.50

19,429 3,915,082 119,834

Rs. 10 Rs. 10 Rs. 1,000

0.51

0.14 80.00 120.00 200.65 (Rs. in Million) Market value March 31, 2010 0.19 -

Cost March 31, 2010 0.50 200.15 200.65

80

FINANCIAL STATEMENTS

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

7 INVESTMENTS (Contd.) March-11 March-11 Purchase of Units Redemption of Units No. of units No. of units 29,006,667 6,746,273 7,436,096 7,734,849 17,420 1,076,905 8,797,533 65,318 47,155 60,928,216 29,006,667 6,746,273 7,436,096 7,734,849 17,420 1,076,905 8,797,533 65,318 47,155 60,928,216 March-10 Purchase of Units No. of units 27,857,695 13,967,932 8,301,899 9,053,862 22,169,204 5,505,747 34,712,053 35,960,864 12,592 43,647,352 44,658,753 11,107,462 950,236 36,958,241 170,917 209,704 12,409,198 13,160,088 4,260,795 6,772,677 5,001,162 47,288,031 75,113,073 29,899,997 31,801,237 24,808,179 120,942 43,210,357 589,090,249 March-10 Redemption of Units No. of units 27,857,695 13,967,932 8,301,899 9,053,862 22,169,204 5,505,747 34,712,053 35,960,864 12,592 43,647,352 44,658,753 11,107,462 950,236 36,958,241 170,917 209,704 12,409,198 13,160,088 4,260,795 6,772,677 5,004,935 47,319,990 75,113,073 29,899,997 31,801,237 24,808,179 120,942 43,210,357 589,125,981

Name of the Fund IDFC Money Manager Fund-Treasury Plan-Super Inst Plan C-Growth IDFC Money Manager Fund - Treasury Plan - Inst Plan B - Growth..... SBI - Magnum Insta Cash Fund - Cash Option..................................... LIFMF SAVINGS PLUS FUND - GROWTH PLAN..................................... Birla Sun Life Cash Manager - Institutional Plan - Growth.................. LFG-IDBI Liquid Fund - Growth............................................................ HDFC CMF-Treasury Advantage Plan-Wholesale Gr............................ HDFC Liquid Fund-Premium Plan - Growth......................................... Birla Sun Life Savings Fund.................................................................. LICMF Liquid Fund- Gr Plan................................................................. LICMF INCOME PLUS FUND - GROWTH PLAN..................................... Tata Liquid Super High Inv. Fund Appr................................................. Tata Floater Fund - Growth................................................................. TATA Treasury Manager SHIP Growth................................................. Reliance Liquid Fund - Treasury Plan- Intl Opn- Gr Op- Gr pl.............. Reliance Interval Fund......................................................................... Reliance Liquidity Fund - Gr Option.................................................... Reliance Medium Term Fund Retail Plan- Gr Plan-Gr Opt................... Reliance Money Manager Fund Institutional Option- Gr Plan............ Kotak Floater Long Term - Gr............................................................... UTI Liquid Cash Plan Intl- Gr Option.................................................... UTI Treasury Advantage Fund - Intl Plan ( Growth Option)................. Fidelity Cash Fund ( Institutional) - Growth........................................ Fidelity Cash Fund(Institutional )- Growth - ....................................... SBI-SHF - ULTRA SHORT ERM FUND -INST PLAN -GROWTH................ Sundaram -BNP Money Fund-Super Inst. -Growth............................. Sundaram Ultra ST Fund Super Inst. Div Rein Daily............................. ICICI Prudential Flexible Income Plan Premium - Daily Dividend........ ICICI Prudential Institutional Plan - Super Institutional Growth.......... ICICI Prudential Flexible Income Plan Premium - Growth................... Principal Cash Management Fund -Liquid Option Inst,.Prem Plan -Growth (PNB)..................................................................................... Taurus Short Term Bond Fund-Super Insti Growth Plan...................... Dsp Blackrock Money Manager Fund-Institutional Plan - Growth...... Principal Ultra Short Term Fund - Growth Plan Principal Liquid Plus Fund.................................................................................................... Total...............................................................................................

81

5 UNSECURED LOANS Commercial Paper - From Banks - From Others Other Short Term Loans Loan From Banks 1,200.00 400.00 1,500.00 3,100.00 2,500.00 1,500.00 86.16 4,086.16 (Rs. in Million) As at March 31, 2011 As at March 31, 2010

SCHEDULES forming part of the Consolidated Financial Statements (Contd.) Notes :

In respect of Commercial Paper: 1. Amount repayable within one year: Rs 3,100 Mio 2. Maximum amount outstanding during the year: Rs 4,750 Mio

TOTAL

INVENTORIES 1 8 SHARE CAPITAL (Refer Note B 4 of Sch. 21)

700.00 (As certied AUTHORISED by the Management, at 700.00 lower of Equity Shares of Rs.10/- each................................................... 70,000,000cost or net realisable value) (Previous Year 70,000,000 Equity Shares of Rs.10/- each) Raw Stock- Tapes and Films/DVDs......................................... 4.30 406.35 0.84 Unamortised cost of Completed/Acquired ISSUED, SUBSCRIBED AND PAID UP 406.32 - New Media Copyrights....................................................... 372.92 4,06,34,750 Equity Shares of Rs. 10/- each fully paid................................. - Movie Copyrights............................................................... 2,477.51 1,756.84 (Previous Year 4,06,32,250 Equity Shares of Rs.10/- each fully paid) 406.35 - Commissioned License Programmes.................................. 531.50 174.75 [Refer Note C 3 (i) of Sch. 21] 406.32 - Licensed Content................................................................ 33.00 27.51 TOTAL - Gaming Programmes.......................................................... 22.11 54.23 Notes: Unutilised Free Commercial Time 50.38 52.42 i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the Projects in Progress F.Y. 1995-96 to the then existing Shareholders of the Company. - Television Programmes....................................................... 31.50 12.07 Games................................................................................. 4,999.57 ii) -4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various 3,246.56 Movies Under Production...................................................... 3,266.20 3,209.40 shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year. TOTAL................................................................................ 11,785.53 8,538.08 iii) 182,932 Equity Shares of Rs.5/- each (91,466 Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media 9 Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. SUNDRY DEBTORS

iv)(Unsecured & considered good Company has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority During the previous year, the unless otherwise stated) shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries. i. Over Six months v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares Billed as on -the Balance Sheet date representing 50.45% of the issued share capital.262.71 considered good............................................................ 67.85 - considered doubtful....................................................... 68.47 59.52 331.18 127.37 2 ADVANCE AGAINST WARRANTS 68.47 59.52 Less : Provision for doubtful debts 262.71 67.85 As per Last Balance Sheet............................................................................ 390.11 Less: Transfer to Capital Reserve Account................................................... (390.11) ii. Other Debts - considered good Billed.................................................................................. 1,769.29 1,305.19 TOTAL Unbilled.............................................................................. 175.50 1,944.79 30.41 1,335.60 TOTAL................................................................................ 2,207.50 1,403.45 3 RESERVES AND SURPLUS SECURITIES BANK BALANCES 10 CASH ANDPREMIUM ACCOUNT As per last Balance Sheet............................................................................. AddCash and cheques on hand..................................................... i. : Premium on shares issued.................................................................. [Includes cheques on hand Rs. 18.29 Mio, Previous Year Less: Transferred to Business Restructuring Reserve................................... Rs. 32.55 Mio] Less: Utilised for write o at Indiagames Limited........................................ Less: Shares/Debentures Issue Expenses..................................................... ii. Balance with Banks - Current Account................................................................... - Fixed Deposit Account......................................................... CAPITAL RESERVE - Others.................................................................................. Reserve arising on account of change in shareholding of subsidiaries........ TOTAL.................................................................................... Dirence due to forex rate uctuation........................................................ 11 OTHER CURRENT ASSETS Less: Reduction due to Merger of UTV Motion Pictures (Mauritius) Limited & UMP Plc Arising on Receivable on Fixed Deposits and Others................ Interest account of shares issued by erstwhile UMP Plc.......................... Less: Transferred to General Reserve as per Scheme.................................. TOTAL................................................................................ Arising from forfeiture of Share warrants money received......................... GENERAL RESERVE As per last Balance Sheet............................................................................. Add : Transferred from Capital Reserve as per Scheme............................... Add : Transferred from Business Restructuring Reserve as per Scheme...... 1,243.26 0.75 29.05 1,244.01 1,244.01 363.35 406.40 0.96 412.35 799.76 1.24 5.295.29413.59 3,753.00 3,753.00 DEBENTURE REDEMPTION RESERVE As per Last Balance Sheet............................................................................ Add: Transferred from P&L Account............................................................ 200.00 200.00 400.00 8,805.63 34.18 8,805.63 7,500.00 30.77 31.60 1,243.26 394.39 282.05 0.14 2,451.47 710.76 (2,429.23) 2,602.97 2.94 (2,602.97) 2.94 390.11 412.35 47.50 2,602.97 1,102.53 3,753.00 200.00 200.00

82

BUSINESS RESTRUCTURING RESERVE Transferred from Securities Premium pursuant to Scheme of Arrangement

7,500.00

10 CASH AND BANK BALANCES i. Cash and cheques on hand..................................................... [Includes cheques on hand Rs. 18.29 Mio, Previous Year Rs. 32.55 Mio] ii. Balance with Banks - Current Account................................................................... - Fixed Deposit Account......................................................... SCHEDULES forming part of the Consolidated - Others.................................................................................. TOTAL 11 OTHER CURRENT ASSETS Interest Receivable on Fixed Deposits and Others................ TOTAL................................................................................ 1 12 LOANS AND ADVANCES SHARE CAPITAL (Unsecured AUTHORISED & considered good unless otherwise stated) 70,000,000 Equity Shares of Rs.10/- each................................................... Advances recoverable in cash or in kind or of value to be received (Previous Year 70,000,000 Equity Shares for Rs.10/- each) - Advance to UTV Employees UP ISSUED, SUBSCRIBED AND PAIDWelfare Trust......................... 4,06,34,750 Equity Shares of Rs. 10/- each fully paid................................. - Advance to Suppliers (Previous Year 4,06,32,250 Equity Shares of Rs.10/- each fully paid) - considered of Sch. 21] [Refer Note C 3 (i) good............................................................ TOTAL considered doubtful....................................................... 2.12 363.35 406.40 (Contd.) 0.96 799.76 5.29 5.29 29.05 34.18

FINANCIAL STATEMENTS
394.39 282.05 0.14 710.76 (Rs. in Million) As at March 31, 2010 2.94 2.94

Financial Statements

As at March 31, 2011

226.06 268.35 62.24 62.24 288.30 330.59 Notes: Less : Provision for Doubtful Advances................................ 268.35 62.24 226.06 62.24 i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the F.Y. 1995-96 to the then existing Shareholders of the Company. - Others.................................................................................. 1,089.58 880.02 (Includes Rs. Nil [Previous Year Rs. 0.07 Mio] due from the directors ii) 4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various of the Company, Maximum amount outstanding during the year shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year. Rs. 0.07 Mio [Previous Year Rs. 0.74 Mio]) iii) 182,932 Equity Shares of Rs.5/- each (91,466 Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media 611.98 MAT Credit Entitlement......................................................... Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. 283.32

438.71 1,200.00 Share Application Money....................................................... iv) During the previous year, the Company has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries. 1.46 1.50 Other Advances..................................................................... v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares 576.87 643.85 Advance Income Tax (net of provision) as on the Balance Sheet date representing 50.45% of the issued share capital. [Provision for Income Tax Current Year Rs. 328.66 Mio, (Previous Year Rs. 120.85 Mio)] 95.85 99.62 Other Deposits....................................................................... 2 ADVANCE AGAINST WARRANTS 3,082.80 3,336.49 AsTOTAL................................................................................ per Last Balance Sheet............................................................................ 390.11 Less: Transfer to Capital Reserve Account................................................... (390.11) 13 CURRENT LIABILITIES TOTAL Acceptances......................................................................... 3 RESERVES AND SURPLUS Sundry Creditors for Capital Goods, Materials & Expenses - Micro & Small Enterprises............................................... SECURITIES PREMIUM ACCOUNT - Others.............................................................................. As per last Balance Sheet............................................................................. Advance from Customers..................................................... Add : Premium on shares issued.................................................................. Advance Billings.................................................................... Unpaid Dividend *................................................................ Less: Transferred to Business Restructuring Reserve................................... Interest Accrued But Not Due on Loans............................... Less: Utilised for write o at Indiagames Limited........................................ Other Liabilities.................................................................... Less: Shares/Debentures Issue Expenses..................................................... TOTAL............................................................................... 2,411.24 0.16 1,365.97 1,243.26 606.78 0.75 5.33 1,244.01 0.08 25.24 540.84 4,955.64 1,244.01 1,376.91 8,805.63 137.53 22.58 8,805.63 0.08 7,500.00 3.94 30.77 463.53 31.60 2,004.57 1,243.26 2,451.47 (2,429.23) 3.40 2,602.97 43.04 (2,602.97) 390.11 412.35 75.00 121.44 47.50 2,602.97 1,102.53 3,753.00 200.00 200.00

* There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. CAPITAL RESERVE Reserve arising on account of change in shareholding of subsidiaries........ 412.35 Dirence due to 1.24 14 PROVISIONS forex rate uctuation........................................................ Less: ReductionWealth Tax (net of UTV Motion Pictures (Mauritius) Limited & UMP Plc Provision for due to Merger of advances).......................... Provision for Employees Retirement Benets (net) Arising on account of shares issued by erstwhile UMP Plc.......................... [Refer Note B 9 & C 9 of Sch. 21].......................................... Less: Transferred to General Reserve as per Scheme.................................. Arising fromfor Contingencies warrants money received......................... Provision forfeiture of Share [Refer Note C 10 of Sch. 21]................................................. TOTAL............................................................................... GENERAL RESERVE 3.22 24.72 413.59 25.00 52.94 3,753.00 3,753.00 200.00 200.00 400.00

As per last Balance Sheet............................................................................. Add : Transferred from Capital Reserve as per Scheme............................... Add : Transferred from Business Restructuring Reserve as per Scheme...... 15 SALES AND SERVICES (NET) (Refer REDEMPTION RESERVE DEBENTURE Note B 8 of Sch.21)

As per Last Balance Sheet............................................................................ Sales and Service Revenues (Net) Add: Transferred from P&L Account............................................................ TOTAL BUSINESS RESTRUCTURING RESERVE Transferred from Securities Premium pursuant to Scheme of Arrangement

83
7,500.00

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

(Rs. in Million) Year Ended March 31, 2011 15 SALES AND SERVICES (NET) (Refer Note B 8 of Sch.21) Sales and Service Revenues (Net)........................................ TOTAL.............................................................................. 16 OTHER INCOME Provisions No Longer Required Written Back...................... Dividend from Current and Non Trade Investments............ Prot on Sale of Investments............................................... Gain on Foreign Exchange Fluctuation (Net)....................... Sundry Creditors Written Back............................................. Miscellaneous Income......................................................... TOTAL.............................................................................. 17 DIRECT COST Telecast Fees........................................................................ Cast and Technicians' Fees and Commission....................... Equipment Hire, Sets, Costumes and Venue Hire................ Footage Expenses/Other Acquisition Cost.......................... Consumption of Rawstock of Video Tapes and Films.......... Post Production Charges ..................................................... Travelling Expenses ............................................................. Advertisement & Publicity .................................................. Cost of Games Sold ............................................................. Amortisation of Movie Copyrights ...................................... Distribution Cost ................................................................. Programming Cost ............................................................... Miscellaneous Expenses...................................................... Less: Amounts inventorised towards Free Commercial Time TOTAL.............................................................................. 18 STAFF COST 13 CURRENT LIABILITIES Salaries, Wages and Bonus.................................................. Acceptances Contribution to Gratuity, Provident & Pension Funds......... Sundry Creditors for Capital Goods, Materials & Expenses Sta Welfare........................................................................ - Micro & Small Enterprises TOTAL.............................................................................. - Others Advance from Customers Advance Billings Unpaid Dividend * Interest Accrued But Not Due on Loans Other Liabilities TOTAL * There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. 14 PROVISIONS Provision for Wealth Tax (net of advances) Provision for Employees Retirement Benets (net) [Refer Note B 9 & C 9 of Sch. 21] Provision for Contingencies [Refer Note C 10 of Sch. 21] 3.22 24.72 25.00 52.94 3.40 43.04 75.00 121.44 480.64 349.64 87.88 2,422.17 163.66 4.09 23.79 357.53 501.84 120.18 796.71 352.79 316.30 5,977.22 50.38 5,926.84 492.52 96.11 59.14 1,463.26 137.35 7.42 9.15 475.09 645.49 5.88 658.64 228.11 247.29 4,525.45 52.42 4,473.03 124.02 1.58 30.52 5.47 29.73 191.32 133.79 0.43 28.02 42.03 204.27 9,295.09 9,295.09 6,640.53 6,640.53 Year ended Year Ended March 31, 2010

675.01 2,411.24 91.99 12.60 0.16 779.60 1,365.97 606.78 5.33 0.08 25.24 540.84 4,955.64

531.64 66.26 20.11 618.01 1,376.91 137.53 22.58 0.08 3.94 463.53 2,004.57

TOTAL

84

FINANCIAL STATEMENTS

SCHEDULES forming part of the Consolidated Financial Statements (Contd.)

(Rs. in Million) Year Ended March 31, 2011 19 OTHER EXPENSES Rent - Premises..................................................................... Repairs and Maintenance Plant and Machinery........................................................ Others.............................................................................. Rates & Taxes....................................................................... Insurance............................................................................. Electricity Charges............................................................... Travelling & Conveyance Expenses...................................... Communication & Postage Expenses.................................. Provision for Doubtful Debts............................................... Bad Debts Written O......................................................... Irrecoverable loans and advances written o/Provision for doubtful advances............................................................... Advertisement & Business Promotion Expenses................. Loss on Sale on Fixed Assets (Net)....................................... Loss on Foreign Exchange Fluctuation (Net)....................... Directors' Sitting Fees.......................................................... Professional Fees................................................................. Marketing Expenses............................................................ Fixed Assets Written o....................................................... Miscellaneous Expenses...................................................... TOTAL.............................................................................. 20 INTEREST & FINANCE CHARGES (Net) Interest on Loan from Banks -Fixed Loans........................................................................ -Others................................................................................ -Interest on Others............................................................... Discount on Commercial Paper amortised.......................... Interest on Non-convertible debentures............................. Less : Interest Income On Advances to Related parties/ Fixed Deposits and Others [Tax Deducted at Source Rs. 0.80 Mio Previous Year Rs 0.49 Mio] TOTAL.............................................................................. 131.09 141.22 9.95 21.27 222.62 1.54 96.04 0.19 40.85 41.04 5.90 14.88 12.73 66.90 40.56 11.86 11.82 160.21 25.82 0.39 59.24 327.65 108.07 983.11 0.18 50.61 117.58 50.79 9.02 14.30 17.94 53.29 40.16 18.51 31.78 19.93 145.99 1.31 204.94 0.50 82.92 189.15 13.01 65.04 1,076.16 Year Ended March 31, 2010

282.26 41.17 47.81 28.12 343.12

245.43 58.99 97.16 17.12 384.46

85

SCHEDULE 21 NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS

A Background UTV Software Communications Limited was incorporated under the laws of India on June 22, 1990. The Company has the following subsidiaries / joint ventures :
Proportion of eective ownership as on March 31 2011 100% 2010 100%

i)

Subsidiary/Joint Ventures

Date of Incorporation

Place of Incorporation

UTV Communications (USA) LLC IG Interactive Entertainment Limited, UK [Refer Note (v) below] Ignition Entertainment Limited, UK (subsidiary of IG Interactive Entertainment Limited)

April 26, 2004 September 6, 2004 September 26, 2001

United States of America United Kingdom

100%

100%

United Kingdom

89.58%

89.58%

Ignition Entertainment Limited, USA (100 % subsidiary of Ignition Entertainment Limited, UK) Ignition London Limited (100 % subsidiary of Ignition Entertainment Limited, UK) Indiagames Limited [Refer Note (i) below] UTV Global Broadcasting Limited Genx Entertainment Limited (100 % subsidiary of UTV Global Broadcasting Limited) UTV Entertainment Television Limited (100% subsidiary of UTV Global Broadcasting Limited) UTV Games Limited True Games Interactive, Inc (subsidiary of UTV Games Limited) [Refer Note (iii) below] First Future Agri & Developers Limited [Refer Note (ii) below] UTV New Media Limited UTV TV Content Limited
86

May 22, 2006 July 19, 2001 February 1, 2000 June 6, 2007 February 19, 2007 April 28, 2007 September 5, 2008 December 28, 2007 April 7, 2008 September 20, 2007 July 9, 2007 May 6,

United States of America United Kingdom India

89.58%

89.58%

89.58% 58.62%

89.58% 60.40%

India

85%

85%

India

85%

85%

India

85%

85%

Mauritius United States of America India India India

100%

100%

95%

80%

100% 100% 100%

100% 100% 100%

R B Entertainment Limited

India

60%

60%

(100% subsidiary of UTV Global Broadcasting Limited) UTV Games Limited True Games Interactive, Inc (subsidiary of UTV Games Limited) SCHEDULE 21 Note to the [Refer Note (iii) below]

2007 September 5, 2008 December 28,

India

85%

85%

Mauritius United States of

100%

100% FINANCIAL STATEMENTS 80%

2007 America Consolidated Financial Statements (Contd.) April 7, 2008 Date of Incorporation September 20, 2007 July 9, April 26, 2007 2004 May 6, September 6, 2008 2004 July 3, September 26, 2009 2001 May 12, May 22, 2010 2006 December 6, July 19, 2007 2001 India Place of Incorporation India United States of India America India United Kingdom

95%

First Future Agri & Developers Limited [Refer Note (ii) below] Subsidiary/Joint Ventures UTV New Media Limited UTV TV Content Limited Communications (USA) LLC R Interactive Entertainment IGB Entertainment Limited Limited, UK (subsidiary (v) below] [Refer Noteof UTV TV Content Limited) UTV Teletalkies Limited Ignition Entertainment Limited, UK (subsidiary of UTV TV Content Limited) (subsidiary of IG Interactive Entertainment Limited) Vikatan UTV Content Limited (subsidiary of UTV TV Content Limited) Ignition Entertainment Limited, USA (100 % [Refer Note (iv) below] subsidiary of Ignition Entertainment Limited, UK) Screen Shot Television Limited (Formerly known as Smriti Irani Television Limited) (Joint Venture Ignition London Irani) (100 % subsidiary of with Ms. Smriti Limited Ignition Entertainment Limited, UK)

Proportion of eective ownership as on 100% 100% March 31 2011 100% 100% 2010 100% 100% 100%

60% 100%

60% 100%

India United Kingdom

51% 89.58%

51% 89.58%

India United States of America India United Kingdom

51% 89.58% 50% 89.58%

Nil 89.58% 50% 89.58%

i) DuringLimited Indiagames the year, the Company has transferred 19,429 shares i.e. 1.78% shares which were hold for the benet February 1, 2000 India 58.62% 60.40% of the (i) below] [Refer Note management shareholders. Accordingly, the Company holds 58.62% equity capital in Indiagames Limited. ii) During the year, the Company has subscribed to 16,000,000 additional equity shares of Rs 10 each in its wholly June 6, UTV owned subsidiary Limited Global Broadcasting First Future Agri & Developers Limited. India 85% 85% 2007 iii) During the year, UTV Games Limited has acquired 225,000 equity capital in True Games Interactive Inc for a consideration of USD Genx Entertainment Limited 302,600. Accordingly, UTV Games Limited holds 95% equity share capital of True Games February 19, (100Interactive IncUTV on theBroadcasting % subsidiary of as Global Balance Sheet date. India 85% 85% 2007 iv) On May 12, 2010, UTV TV Content Limited, a subsidiary of the Company, has aquired 51% holding in Vikatan UTV Limited) Content Limited, making it a step down subsidiary of the Company. UTV Entertainment Television Limited v) During the year, IG Interactive EntertainmentApril 28, issued 11,579,705 preference shares of GBP 1 85% to the Limited each India 85% (100% subsidiary of UTV Global Broadcasting 2007 Company against the share application money given. Limited)
UTV Games Limited September 5, 2008 Mauritius 100% 100%

True Games Interactive, Inc December 28, United States of (subsidiary of preparation of Consolidated Financial Statements 1 Basis of UTV Games Limited) 2007 America [Refer Note (iii) below]

Signicant Accounting Policies

95%

80%

FirstThe consolidated nancial statement have been prepared and presented under the historical cost convention Future Agri & Developers Limited April 7, India 100% 100% [Refer Note (ii) below] basis of accounting in accordance with the accounting principles generally accepted in India 2008 on the accrual September 20, UTV to the extent applicable. The Consolidated Financial statements relate to UTV Software Communications New Media Limited India 100% 100% 2007

and comply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India Limited ('the Company'), its subsidiary companies and joint venture Companies (together referred to as 'the

July 9, UTV Group') and have been prepared using uniform accounting policies for like transactions and other events in TV Content Limited India 100% 100% 2007

similar circumstances and are presented to the extent possible in the same manner as the Company's separate nancial statements. R B Entertainment Limited The Consolidated Financial Statements have been prepared on the following basis : May 6,
(subsidiary of UTV TV Content Limited) 2008 India 60% 60%

In respect of subsidiary companies, the nancial statements have been consolidated on a line-by-line basis by adding together the book values of like item of assets, liabilities, incomes and expenses, after UTV Teletalkies Limited July 3,
(subsidiary of UTV TV Content Limited) 2009 India 51% 51%
87

(a)

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

fully eliminating intra-group balances and unrealised prots/losses on intra-group transactions as per Accounting Standard 21 - "Consolidated Financial Statements". In accordance with the Standard, the losses applicable to the minority, to the extent, if it exceeds, the minority's Interest in the Equity of the subsidiary, has been adjusted against the majority Interest. (b) In respect of joint venture companies, the nancial statements have been consolidated as per Accounting Standard 27 - "Financial Reporting of Interests in Joint Ventures". The excess of cost to the Company of its investment in the subsidiary company over the Company's share of net assets of the subsidiary company is recognised in the nancial statements as goodwill, which is tested for impairment at each balance sheet date. The excess of Company's share of net assets of the subsidiary company over the cost of acquisition is treated as capital reserve. The results of operations of a subsidiary are included in the Consolidated Financial Statements from the date on which the parent-subsidiary relationship comes into existence. The results of operation of a subsidiary with which the parent-subsidiary relationship ceases to exist are included in the consolidated statement of prot and loss until the date of cessation of the relationship. The dierence between the proceeds from the disposal of investment in a subsidiary and the carrying amount of its assets less liabilities as on the date of disposal are recognised as prot or loss on disposal of investment in the subsidiary. The translations of nancial statements into Indian Rupees relating to non-integral foreign operations have been carried out using the following procedures: - assets and liabilities have been translated at closing exchange rates at the year end; and - income and expenses have been translated at an average of monthly exchange rates. The resultant translation exchange gain/(loss) has been disclosed as Foreign Currency Translation Reserve under Reserves and Surplus. The Notes and Signicant Accounting Policies to the Consolidated Financial Statements are intended to serve as a guide for better understanding of the Group's position. In this respect, the Group has disclosed such notes and policies, which represent the requisite disclosure.

(c)

(d)

(e)

(f)

Fixed Assets and Depreciation : (i) Fixed assets are stated at cost of acquisition less accumulated depreciation. The group capitalises all costs relating to the acquisition and installation of xed assets. Depreciation is provided based on management estimate of useful lives of the xed assets, on the straight line method prorata to the period of use or at the rates prescribed in Schedule XIV of the Companies Act, 1956, whichever is higher. The management has estimated the useful life of Plant & Machinery to be 12 years (lower useful life than that prescribed by Schedule XIV of the Companies Act, 1956). However, it was not practicable to use uniform accounting policies for depreciation in the case of following subsidiaries:

(ii)

88

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

Asset Head Depreciation Rates
UTV Global IG Interactive UTV Entertainment Communications Broadcasting Indiagames Limited & Limited Limited - Group/True (USA) LLC Subsidiaries Games Interactive Furniture & Fixtures Computers / Softwares Oce Equipment Motors Vehicles Plant & Machinery Gross Value of Fixed Assets (Rs. in Million) - March 31, 2011* % of Total Consolidated Gross Block of Fixed Assets -March 31, 2011* Gross Value of Fixed Assets (Rs. in Million) - March 31, 2010* % of Total Consolidated Gross Block of Fixed Assets -March 31, 2010* 20% - 33% 33.33% 20% - 33% 25.00% 4.75% 240.54 4.86% 198.29 4.07% 20.00% 20.00% 1.11 0.02% 1.05 0.02% 4.75% 280.90 5.68% 285.83 5.86% 20.00% 33.33% 20.00% 20.00% 42.81 0.87% 41.98 0.86%

* The impact on depreciation due to dierence in accounting policy is not material.

(iii) (iv)

Fixed Assets individually costing less than Rs. 5,000 or less are fully depreciated in the year of acquisition. Leasehold Improvements are amortised over the period of lease in India and on a straight line basis over a period of 5 years in case of Ignition Entertainment Limited, UK, a step-down subsidiary of the Company. Intangible Assets are recorded at acquisition cost and in case of assets acquired on merger at their carrying values. Websites/Brands are recognised as Intangible Asset if it is expected that such assets will generate future economic benets and amortised over their useful life not exceeding four/ten years or estimated useful life whichever is lower. Costs involved in the production of a game which requires a production period of more than one month are capitalised as Game Development Cost. Game Development Cost is amortised, once the game is completed, depending on the anticipated term of the game accruing revenue. Games completed are amortised over a period of 6 to 9 months.

(v)

(vi)

Investments : (i) Long term investments are stated at cost, except where there is a diminution in value other than temporary, in which case requisite provision is made to write down the carrying value to recognise such decline. Current investments are stated at cost or fair value, whichever is lower.

(ii)

89

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

4 Inventories : (i) The Group amortises 60% of the cost of movie rights acquired or produced by it, on rst theatrical release of the movie. The said amortisation pertaining to Domestic Theatrical Rights, International Theatrical Rights, Television Rights, Music Rights, Video Rights and others is made proportionately based on management estimate of revenues from each of these rights. In case the aforesaid rights are not exploited along with or prior to the rst theatrical release, proportionate cost of the said right is carried forward to be written o as and when such right is commercially exploited or at the end of one year from the date of rst theatrical release, whichever occurs earlier. Balance 40% is amortised over the balance license period or based on management estimate of future revenue potential, as the case may be. Acquired rights pertaining to movies, animation & other content, are amortised on the exploitation of such rights based on the management estimates of revenue potential. In the case of its broadcasting business, the group amortises the cost of commissioned programs over three years based on management estimates of the revenue potential over the period. The cost of licensed / acquired programs is amortised over the license period from the date of commencement of license period / acquisition.

(ii)

(iii) Projects in progress and Movies under Production are stated at cost. Cost comprises of material cost, cost of services, other expenses and advances paid. Costs get accumulated till the rst theatrical release of the movie. (iv) Pilot episodes are stated at cost. Pilots are written o at the end of 3 years from the year of production of respective pilot, in case the same is not developed into a serial. (v) Raw Stock, Digital Video Discs/Compact Discs stock, Unutilised Free Commercial Time (FCT) and nished stock of games are stated at lower of cost or net realisable value. Costs attributable to the development and production of computer games software are carried forward as work in progress and released to the prot and loss account when the project realises anticipated revenues.

(vi) The borrowing cost directly attributable to a movie/game is capitalised as part of the cost of movie/game. In case of general borrowings, borrowing cost eligible for capitalisation for movies/games is determined by applying a weighted average capitalisation rate to the expenditure on that movie/game . (vii) The group evaluates the realisable value and/or revenue potential of inventory on an annual basis based on market conditions and future demand and appropriate write down is made in cases where accelerated write down is warranted.

Current Taxation : Provision for Current tax (including Wealth Tax) has been made in accordance with the Income tax and Wealth tax laws prevailing for the relevant year in the countries in which the subsidiaries of the group are domiciled.

90

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

6 Deferred Taxation : Deferred tax is recognised, subject to the consideration of prudence, on timing dierences, being the dierencebetween taxable income and accounting income that originate in one period and are capable of reversal in oneor more subsequent periods. Deferred tax assets are not recognised on unabsorbed depreciation and carryforward of losses unless there is virtual certainty that sucient future taxable income will be available against which such deferred tax assets can be realised.

Foreign Currency Transactions : The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance sheet date are translated at the rate of exchangeprevailing at the date of the Balance sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Prot and Loss Account. Premium or discount in respect of forward contract is accounted over the period of the contract.

Revenue Recognition : (i) Revenues on commissioned television programmes, animation programmes and dubbing are recognised on delivery. The amount recognised is the predetermined price, the collection of which is reasonably assured. Revenues from sale of airtime (net of agency commission) are recognised when the related advertisements or commercials appears before the pubic, i.e. on telecast.

(ii)

(iii) Revenues from licensing and distribution of television programmes, games and movies are recognised in accordance with the licensing and distribution agreement or on physical delivery of the programmes / movies / games, whichever is later. Home Video sales are recognised as per underlying agreements based on delivery. (iv) Revenue arising from content distribution/mobile games downloads/online games is recognised on receipt of the download reports or revenue receipts reports in accordance with the agreements entered. Event sponsorship revenue is recognised on completing the execution of the activity. Advertisement sales revenue (net of agency commission) is recognised when the related advertisement or commercial appears before the public. Subscription income from the distribution of channels is recognised on a prudent basis in accordance with the right to receive the subscription as per the terms of the agreements. Income from exploitation of Interactive rights is recognised in accordance with the terms of the agreement with the service provider and/or intermediary. Dividend is recognised when the right to receive the dividend is unconditionally established at the Balance Sheet date.

(v)

(vi)

91

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

9 Retirement Benets : (i) Long Term Employee Benets: In case of Dened Contribution plans, the group's contributions to these plans are charged to the Prot and Loss Account as incurred. Liability for Dened Benet plans is provided on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method. The obligations are measured as the present value of estimated future cash ows discounted at rates reecting the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered takes into account the ination, seniority, promotion and other relevant factors. The expected rate of return of plan assets is taken at the rate of return on Government securities. Plan assets (where funded) are measured at fair value as at the Balance Sheet date. The liability for leave encashment is provided on the basis of valuation, as at Balance Sheet date, carried out by an independent actuary. Actuarial gains and losses comprise experience adjustments and the eects of changes in actuarial assumptions and are recognised in the Prot and Loss Account in the year in which they arise.

ii)

10 Borrowing Costs : Borrowing costs that are attributable to the acquisition & construction of a qualifying asset are capitalised as a part of the cost of the asset. Other borrowing costs are recognised as an expense in the year in which they are incurred.

11 Lease : Finance Leases Assets acquired under nance lease are recognised as assets with corresponding liabilities in the Balance Sheet at the inception of the lease at amounts equal to lower of the fair value of the leased asset or at the present value of the minimum lease payments. These leased assets are depreciated in line with the groups policy on depreciation of xed assets. The interest is allocated to periods during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Operating Leases Lease payments for operating leases are recognised as expense on a straight-line basis over the lease term. Initial direct costs are recognised immediately as an expense.

12 Impairment of Assets : The group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Prot & Loss Account. If at the Balance Sheet date, there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reected at the recoverable amount.
92

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

13 Employee Stock Option Schemes (ESOP) : The group accounts for compensation expense under the Employee Stock Option Schemes using the intrinsicvalue method as permitted by the Guidance Note on "Accounting for Employee Share-based Payments" issued by the Institute of Chartered Accountants of India. The dierence between the market price and the exercise price as at the date of the grant is treated as compensation expense and charged over the vesting period.

14 Earnings Per Share : Basic earnings per share are computed by dividing the net prot after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net prot after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value which is the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted at the beginning of the period, unless issued at a later date.

15 Provisions for Contingencies and Contingent Liabilities : The group recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

16 Use of Estimates : The preparation of nancial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that aect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the nancial statements and the reported amounts of revenues and expenses during the reporting period. Dierences between actual results and estimates are recognised in the periods in which the results are known/materialise.

93

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

C Notes to the consolidated nancial statements
(Rs. in Million)

March 31, 2011 March 31, 2010 1 2 Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) 90.69 9.41

Contingent liabilities not provided for : Description Nature (a) Claims against the group not acknowledged Notice for Interest claim by a broadcaster during 2000-2001 towards delayed payment made by the as debts company in earlier years. The interest claim by the broadcaster is disputed by the company. (b) Appeals led in respect of disputed demands: Income Tax appeal before Commissioner/Deputy Commissioner of Income Tax for the Assessment Years 2000-01/2004-05/ 2008-09/ 2009-10/ 2010-11/ 2011-12

34.40

34.40

177.16

10.80

Bank guarantee issued in favour of a broadcaster for (c) Bank guarantees/Corporate Guarantees/Outstanding Letter of Credit for accreditation/ Counter Guarantees/ Corporate Guarantee issued in favour of companies. which the group has given counter guarantees (d) Bank Guarantees issued favouring various Government Authorities The Brihanmumbai Mahanagarpalika, Mumbai Asst. Commissioner of Customs (e) Legal cases and claims led against the group (f) Value Added Tax (VAT) / Sales Tax 0.66 1.90

541.55

738.38

0.66 2.56 40.31 1.65 2.31 36.05

Pertains to litigation/disputes with parties. The group has led legal cases against the parties and no outflow is foreseen. Pertains to VAT/Sales tax levied on sale/lease of copyrights under Maharashtra VAT Act, 2002 w.e.f April 1, 2005. This is disputed by the whole lm fraternity as there is no ground for levying VAT on lm distribution activity. The contingent liability is for the period April 1, 2005 to March 31, 2011. Pertains to Reverse charge liability on Minimum Guarantees paid outside India by a subsidiary during Sep-2004 to Sep-2007. Exparte sales tax demand raised on erstwhile United Entertainment Solutions Pvt. Ltd for the year 2003-04 & 2004-05 by the department not admitted by us.

175.43

89.14

(g) Service Tax

8.12

6.28

(h) Sales tax

5.27

Note : Future cash outflows in respect of (b),(e),(f) & (h) above are determinable only on receipt of judgements / decisions pending at various forums / authorities.

94

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

3 Share Capital i) On November 30, 2010, Shareholders/Investors Grievance Committee allotted 2,500 equity shares of Rs.10/-each pursuant to the exercise of stock options at Rs. 311 per share. Employee Stock Option Scheme - 2007 : Pursuant to the resolution passed by the Board of Directors on July 27, 2007 and members of the Company at the Annual General Meeting held on September 25, 2007, the Company had introduced Employee Stock Option Scheme (the scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price, which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 992,500 57,500 (2,500) (145,000) 902,500 Year Ended March 31, 2010 482,500 652,500 (142,500) 992,500

ii)

iii)

Employee Stock Option Scheme - 2009 : Pursuant to the resolution passed by the Board of Directors on July 10, 2009 and members of the Company at the Annual General Meeting held on September 4, 2009, the Company had introduced Employee Stock Option Scheme 2009 (the 2009 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2009 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the 2009 scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 57,500 986,500 (164,000) 880,000 Year Ended March 31, 2010 57,500 57,500

95

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

iv) Employee Stock Option Scheme - 2010 : Pursuant to the Postal Ballot resolution passed by the Board of Directors on October 14, 2010 and by members on November 30, 2010, the Company had introduced Employee Stock Option Scheme 2010 (the 2010 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2010 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the 2010 scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 72,000 72,000

v)

UTV Global Broadcasting Limited, a subsidiary of the Company, had introduced Employee Stock Option Scheme - 2008 for its employees. The scheme provides that the total number of options granted there under the scheme will be 100,000. Each option, on exercise, is convertible into one equity share of the Company having face value of Rs. 10/- each. The options have been granted at an exercise price of Rs.10/- each, which is higher than the value of the underlying share determined by an independent valuer as on the date of the grant. Accordingly, no expense has been recognised on account of grant of stock options. The details of the activity under the scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 52,000 10,000 (31,000) 31,000 Year Ended March 31, 2010 43,500 20,000 (100) (11,400) 52,000

vi)

Indiagames Limited, a subsidiary of the Company, had introduced Employee Stock Option Scheme - 2008 for its employees. The scheme provides that the total number of options granted there under the scheme will be 51,429. Each option, on exercise, is convertible into one equity share of the Company having face value of Rs. 10/- each. The exercise price is equal to the valuation price as on the date of the grant. Accordingly the Company has not recognised any expense on account of stock options.

96

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

The details of the activity under the scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 17,563 (1,547) 16,016 Year Ended March 31, 2010 6,594 11,350 (381) 17,563

a)

Components of Deferred Tax Assets and Liabilities arising are as under :

Particulars Deferred Tax Assets - Provision for Doubtful Debts - Provision for Doubtful Advances - Business Losses & Unabsorbed Depreciation - Provision for Retirement Benets - Timing Dierence between books and tax depreciation - Expense/Interest Allowable only on Payment/Receipt - Others Deferred Tax Liabilities - Unamortized Cost of Inventory - Others 687.10 687.10 Net Deferred Tax Asset 1,023.49 16.98 20.68 1,584.66 1.06 87.16 0.05 1,710.59 As at March 31, 2011

(Rs. in Million) As at March 31, 2010

15.73 20.68 1,223.25 5.73 16.25 2.23 0.18 1,284.05 264.31 3.79 268.10 1,015.95

b)

Considering long term corporate strategies, future protability and virtual certainty, Deferred Tax Asset (net ) of Rs 1,023.49 mio has been recognised as on March 31, 2011 and the management is of the opinion that in the long run, the carry forward losses would be fully absorbed.

a)

Related Party Disclosures as required by Accounting Standard AS 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are given below : Shareholder in UTV Software Communications Limited (Parent Company) Unilazer Exports & Management Consultants Limited Unilazer (Hong Kong) Limited The Walt Disney Company (Southeast Asia) Pte Limited (TWDC) * * Pursuant to Shareholders' agreement between TWDC and the founder promoter group, TWDC does not have 'control' as dened by AS-18 over the Company.

(i)

97

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

(ii) Related parties where common control exists : UTV News Limited* United Tele-Shopping & Marketing Company Limited# Unilazer Holdings Limited*# Television News and Entertainment (I) Limited# Vijay Broadcasting Private Limited# Unilazer Media Limited*# Unilazer Broadcasting Limited*# (Now Unilazer Television Limited w.e.f. May 23, 2011) * by virtue of directorship # by virtue of Shareholding Key Management Personnel : Executive Directors Rohinton Screwvala Deven Khote

(iii)

(b) (i) Disclosure in respect of transactions with parties referred to in item (a) (i) & (ii) above:
Shareholders Year ended March 31, 2011 Sales and Services - UTV News Limited Share of Subscription income - UTV News Limited Purchase of Equity Shares of UTV Global Broadcasting Limited from: - Unilazer Exports & Management Consultants Limited 40.82 30.38 24.17 10.93 Year ended March 31, 2010 (Rs. in Million) Common Control Entities Year ended March 31, 2011 Year ended March 31, 2010

329.70

Finance (Equity contributions in cash or in kind) - Equity Shares Application Money in UTV News Limited - Refund of Equity Shares Application Money by UTV News Limited - Equity Shares Application Money in Unilazer Media Limited - Share Application Money to Unilazer Holdings Limited - Refund of Equity Shares Application Money by Unilazer Holdings Limited - Refund of Share application money by Unilazer Media Limited 1,200.00 1,186.90 181.60

1,581.11 1,142.40 1,200.00

98

Guarantees and Collaterals Corporate Guarantee taken from:

- Refund of Equity Shares Application Money by UTV News Limited - Equity Shares Application Money in Unilazer Media Limited

1,186.90
FINANCIAL STATEMENTS

1,581.11

1,200.00 -

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.) - Share Application Money to Unilazer Holdings
Limited - Refund of Equity Shares Application Money by Unilazer Holdings Limited - Refund of Share application money Unilazer Media Limited
Guarantees and Collaterals Corporate Guarantee taken from: - Unilazer Exports & Management Consultants Limited Corporate Guarantee given on behalf of: - UTV News Limited Expenses Paid on behalf of - UTV News Limited - Unilazer Exports & Management Consultants Limited Expenses Reimbursed to - UTV News Limited Loans Repaid - UTV News Limited Outstanding Balance - Payable - UTV News Limited - Receivable - UTV News Limited 727.08 Shareholders Year ended March 31, 2011 Year ended March 31, 2010

(Rs. in Million) Common Control Entities 1,142.40 Year ended 1,200.00 March 31, 2011 Year ended March 31, 2010

526.79

727.08

0.95

2.75

0.31

4.00

0.18

10.04

9.72

16.09

(b) (ii) Disclosure in respect of transactions with persons referred to in item (a) (iii) above :
(Rs. in Million) Year ended March 31, 2011 Remuneration: - Rohinton Screwvala - Deven Khote 10.74 3.60 10.77 3.67 Year ended March 31, 2010

99

(b) (ii) Disclosure in respect of transactions with persons referred to in item (a) (iii) above: Year ended Year ended March 31, 2011 March 31, 2010 SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.) Remuneration: (Rs. in Million) (Rs. in Million) 6 Leases : - Rohinton Screwvala 10.74 10.77 - Deven Khote 3.60 3.67 a) Finance Lease : 6 a) Leases: Disclosure on Finance Leases as required by Accounting Standard - 19 is as follows : Finance Lease: Disclosure on Finance Leases as required by Accounting Standard - 19 is as follows:
(Rs. in Million) Particulars Minimum Lease Payments Payable Within One year Within One to ve years Present Value of Lease payments Within One year Within One to ve years 11.97 3.60 12.65 8.47 12.34 3.90 13.04 9.15 Year ended March 31, 2011 Year ended March 31, 2010

b)

Operating Lease : The group's signicant leasing arrangements are mainly in respect of oce premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under Other Expenses in Schedule 19. These leasing arrangements are in most cases renewable by mutual consent. The group has placed a refundable deposit of Rs. 85.68 mio (Previous year Rs. 58.71 mio) in respect of these leasing arrangements. Future lease rentals payable are as follows :
(Rs. in Million) Particulars Year ended Year ended March ended Year 31, 2010 March 31, 164.27 2010 315.51 (Rs. in Million) 52.45 164.27 315.51 52.45 Year ended March 31, 2010 Year ended March 31, 533.32 2010

Particulars
Not Later than one year Later than one year but not later than ve years Later than one year Not Laterthan ve years Later than one year but not later than ve years 7 LaterEarnings Per Share: than ve years Earnings Per Share : Description Earnings Per Share: Prot Description After Tax & Minority Interest attributable to Equity Shareholders (Rs. in Million) Prot WeightedMinority Interest attributable to outstanding at After Tax & average number of shares year end for basic (Rs. in Million) share (nos.) Equity Shareholders earnings per Add: Eect of dilutive issues of employees stock options Weighted average number of shares outstanding at Weighted average number of year end for basic earnings per share (nos.)equity shares outstand ing at Eect of dilutivediluted earnings per share (nos.) Add: year end for issues of employees stock options Earning Per share equity Weighted average number of(Rs) shares outstanding at year Basic end for diluted earnings per share (nos.) Diluted Earning Per share (Rs) Face Value Per Share (Rs) - Basic - Diluted Face Value Per Share (Rs)

7 7

March ended Year 31, 2011 March 31, 130.52 2011 115.02 (Rs. in Million) 0.92 130.52 115.02 0.92 Year ended March 31, 2011 Year ended

1,354.80 March 31, 2011 40,633,079 1,354.80 358,706

40,633,079

40,632,250 533.32 161,982

40,632,250

40,991,785 358,706 33.34 40,991,785 33.05 10 33.34

33.05 10

40,794,232 161,982 13.13 40,794,232 13.07 10 13.13

13.07 10

100

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

8 In accordance with the group's accounting policy, Rs. 449.44 mio (previous year Rs. 378.14 mio) is interest inventorised on movie/gaming projects during the year.

Employee Benets The disclosures as required as per the revised AS 15 are as under: a) Brief description of the Plans The group provides long-term benets in the nature of Provident fund & Gratuity to its employees. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities/insurers. The group's dened contribution plans are provident fund, social security, employee state insurance and employees' pension scheme (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952) since the group has no further obligation beyond making the contributions. The group's dened benet plans include gratuity benet to its employees which is funded through the Life Insurance Corporation of India in case of the parent company and Indiagames Limited and non-funded in case of other subsidiaries, where applicable. The employees of the group are also entitled to leave encashment as per parent/individual company policies b) The group has recognised the following amounts in the Prot and Loss Account for the year :
(Rs. in Million) Year ended March 31, 2011 Employers' contribution to Provident Fund/Social Security * Employers contribution to Employees State Insurance (* includes amounts inventorised in respect of Ignition London Limited and True Games Interactive) 96.29 66.10 96.23 0.06 Year ended March 31, 2010 66.08 0.02

Included in contribution to Gratuity, Provident and Pension Funds (Refer Schedule 18) In accordance with the Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid dened benet plans based on the following assumptions :
Year ended March 31, 2011 (a) (b) (c) Discount Rate (per annum) Rate of increase in Compensation Levels Rate of Return on Funded Plan Assets 7.25% - 9% 5% - 9% 8% Year ended March 31, 2010 7.25% - 9% 5% - 9% 8%

101

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

The following tables summarise the components of net benet expenses recognised in the prot and loss account and funded/non funded status and amounts recognised in the balance sheet for the gratuity benet plan :
(Rs in Million) Year Ended March 31, 2011 Gratuity (Funded plan) A Changes in Dened Benet Obligation (a) (b) (c) (d) (e) (f) (g) B Opening Dened Benet Obligation Interest Cost Current Service Cost Past Service Cost Benets Paid Actuarial (Gain) / Loss Closing Dened Benet Obligation 24.38 1.84 5.66 (2.31) 0.52 30.09 6.59 0.66 2.30 (0.06) 0.89 10.38 20.27 1.75 4.06 0.95 (1.46) (1.19) 24.38 6.18 0.65 2.11 (0.17) (2.18) 6.59 Gratuity (Non Funded plan) Year Ended March 31, 2010 Gratuity (Funded plan) Gratuity (Non Funded plan)

Changes in the Fair value of Plan Assets (a) (b) (c) (d) (e) (f) Opening Fair Value of Plan Assets Expected Return on Plan Assets Contribution during the year by employer Benets Paid Actuarial (Gain) / Loss Closing Fair Value of Plan Assets 17.73 1.46 2.00 (2.31) 0.18 19.06 0.06 (0.06) 16.03 1.35 1.73 (1.46) 0.08 17.73 -

Reconciliation of the Present Value of Dened Benet Obligation and the Fair Value of Assets (a) (b) (c) Present Value of Funded Obligation as at year end Fair Value of Plan Assets as at year end Funded (Asset) / Liability recognised in the Balance Sheet (Included in Provisions - Schedule 14) 30.09 19.06 11.03 10.38 10.38 24.38 17.73 6.65 6.59 6.59

Amount recognised in the Balance Sheet (a) (b) (c) Present Value of Obligation as at year end Fair Value of Plan Assets as at year end Net (Asset) / Liability recognised as on March 31, 2011 30.09 19.06 11.03 10.38 10.38 24.38 17.73 6.65 6.59 6.59

102

FINANCIAL STATEMENTS

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

Year Ended March 31, 2011 Year Ended Gratuity March 31, 2011 Gratuity (Funded plan) Gratuity (Non(Rs in Million) Funded plan) 2.30 6.59 0.66 0.66 2.30 0.89 (0.06) 3.85 0.89 10.38 17.73 1.46 0.18 2.00 1.64 (2.31) 0.18 19.06 0.06 (0.06) 16.03 1.35 0.08 1.73 1.43 (1.46) 0.08 17.73 Year(Rs in Million) Ended March Year Ended 31, 2010 March 31, 2010 Gratuity Gratuity (Funded plan) Gratuity (Rs in Million) (Funded plan) 4.06 20.27 0.95 1.75 1.75 4.06 (1.35) 0.95 (1.27) (1.46) 4.14 (1.19) 24.38 (Funded plan) Gratuity (Non(Rs in Million) Funded plan) 2.11 6.18 0.65 0.65 2.11 (2.18) (0.17) 0.57 (2.18) 6.59

(Funded plan) Gratuity (Rs in Million) (Funded plan) E A (a) (b) (c) (d) (e) (f) (g) B F (a) (b) (c) (d) (e) (f) G C (a) H (b) (c) Expenses recognised in the Prot and Changes in Dened Benet Obligation Loss Account (a) Current Service Cost Opening Dened Benet Obligation (b) Past Interest Cost Service Cost (c) Interest Cost Current Service Cost (d) Expected Past Service Cost Return on Plan Assets (e) Net Benets Paid actuarial Loss Actuarial Total Expenses recognised in the Prot and Loss (Gain) / Loss Account (Included in Contribution to Gratuity, Closing Dened Benet Obligation Provident and Pension Funds - Schedule 18) Changes in the Fair value of Plan Assets Actual return on Plan Plan Assets Opening Fair Value of Assets (a) Expected Expected Return on Plan Assets Return on Plan Assets (b) Actuarial loss year by employer Contribution during theon Plan Assets (c) Actual Benets Paid Return on Plan Assets Actuarial (Gain) / Loss Closing Fair Value of Plan Assets Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at March 31, 2011 Reconciliation of the Present Value of Dened Benet Insurer Managed Funds Obligation and the Fair Value of Assets Present Value of Funded Obligation as at year end Experience Adjustment Fair Value of Plan Assets as at year end On Plan (Asset) / Liability recognised in the Balance Funded Liabilities On Plan Assets Sheet (Included in Provisions - Schedule 14) I D (a) J (b) (c) Expected Employers contribution for the next year Amount recognised in the Balance Sheet 100% 30.09 19.06 (0.03) 11.03 1.47 2.98 5.66 24.38 1.84 1.84 5.66 (1.46) 0.33 (2.31) 6.37 0.52 30.09

NIL 10.38 1.14 10.38 NA

100% 24.38 17.73 (1.53) 6.65 0.08 3.01 24.38 17.73 6.65

NIL 6.59 (2.13) 6.59 NA 6.59 6.59

30.09 Present Value of Obligation as at year end The liability for leave encashment (non-funded) as at year end is Rs. 3.31 mio (previous year -10.38 Rs 29.71 mio) Fair Value of Plan Assets as at year end Net (Asset) / Liability recognised as on March 31, 2011 19.06 11.03 10.38

10 (a)

The group is in the production and distribution of movies and games content which is a signicant part of its consolidated revenues. In view of the worldwide economic recession and on account of onerous nature of contracts in respect of certain movies/games wherein there is a probable loss on account of additional costs to be incurred by the group under such contracts in the nature of additional print, logistics and marketing costs for movies and price protection for games, the group had made a contingency provision of Rs 421 mio in respect of two subsidiaries UTV Communications (USA) LLC and Ignition Entertainment Limited to meet the conditions under the onerous contracts in the year ended March 31, 2009.

103

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

Disclosure of movement in provision and its usage as required by AS 29 is as given below :
(Rs. in Million) Particulars (a) Carrying amount at the beginning of the year (b) Additional provisions made during the year (c) Amounts used during the year (d) Unused amounts reversed during the year (e) The carrying amount at the end of the year Year ended March 31, 2011 50.00 (50.00) Year ended March 31, 2010 421.00 (287.47) (83.53) 50.00

(b)

Genx Entertainment Limited, a step down subsidiary of the Company, has, in earlier years, made a provision for probable liability arising out of pending dispute with Custom Authorities on applicability of duty on license fees. The timing of the outflow with regard to the said matter depends on the exhaustion of remedies available to the subsidiary under the law and hence the subsidiary is not able to ascertain the Particulars Year ended Year ended timing of the outflow. March 31, 2011 March 31, 2010 Disclosure of movement in provision as required by AS - 29 is as given below :
Rs. Million Rs. Million (a) Carrying amount at the beginning of the year (b) Additional provisions made during the year (c) Amounts used during the year (d) Unused amounts reversed during the year (e) Carrying amount at the end of the year 25.00 25.00 25.00 25.00

11 Segment Reporting - Segment Identication, Reportable Segments and denition of each reportable segment : i) Primary/Secondary Segment Reporting Format : (a) The risk/return prole of the group's business is determined predominantly by the nature of its products and services. Accordingly, the business segments constitute the primary segments for dislcosure of segment information. (b) In respect of secondary segment information, the group has identied its geographical segments as (i) domestic and (ii) overseas. The secondary segment information has been disclosed accordingly. (ii) Segment Identication : Business segments have been identied on the basis of the nature of the products/services, the risk/return prole of individual businesses, the organisational structure and the internal reporting system of the group. (iii) Reportable Segments : Reportable segments have been identied as per the criteria prescribed in Accounting Standard 17 - 'Segment Reporting' as specied in the Companies (Accounting Standards) Rules, 2006. (iv) Segment Composition : (a) Television segment comprises television content, airtime sales, dubbing services and the television channel broadcast business; (b) Movies segment comprises the lm production, distribution and syndication business; (c) Games and Interactive segment comprise the online, consol, mobile gaming business and the web & mobile business; (v) Revenue and expenses have been accounted on the basis of their relationship to the operating activities of the segment. Incomes and expenditures which are related to the group as a whole and are not allocable to segments on a reasonable basis have been allocated under "Unallocable Income and Expenditure'. Assets and Liabilities, which relate to the group as a whole, and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets and Liabilities". (vi) Inter-segment Transfers - The group accounts for intersegment sales and transfers at cost.
104

(Rs. in Million) Television Movies Games & Interactive Inter Segment Adjustment Total

PRIMARY SEGMENT

Particulars

Year ended March 31, 2011 Year ended March 31, 2010 Year ended March 31, 2010 Year ended March 31, 2010 Year ended March 31, 2010 Year ended March 31, 2010

Year ended March 31, 2011

Year ended March 31, 2011

Year ended March 31, 2011

Year ended March 31, 2011

3,557.96 309.46 (2.45) 1,522.73 141.34 950.95 (147.90) 1,973.53

2,489.50 4,544.35 1,200.88 (8.10) 9,295.09

3,154.37

1,070.02

(73.36)

6,640.53 800.60

(343.12) (268.83) 18.52 1,380.10

(384.46) (217.30) 32.64 231.48

REVENUE External Revenue RESULT Segment Result Less : Interest & Finance Charges Unallocable Other Expenditure Add : Unallocable Other Income Prot/(Loss) Before Taxation

OTHER INFORMATION Segment Assets Unallocable Assets Total Assets 6,053.42 5,466.56 6,392.04 8,366.47 5,317.10 5,812.27 1,172.81 898.87 2,956.14 661.35 495.73 520.54 -

20,811.93 3,374.06 24,185.99 4,790.30 10,179.48 14,969.78

16,595.93 3,473.89 20,069.82 1,915.14 10,431.72 12,346.86

Segment Liabilities Unallocable Liabilities Total Liabilities

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

Depreciation Segment Depreciation Unallocable Depreciation Total Depreciation 28.64 20.50 4.52 5.27 25.65

23.16

58.81 14.83 73.64

48.93 12.73 61.66

14.22 -

29.99 516.16 -

23.80 -

2.76 -

5.47 -

533.14 533.14

59.26 44.76 104.02

Non Cash Expenses other than Depreciation Segment Non Cash Expenditure Unallocable Non Cash Expenditure Total Non Cash Expenses other than Depreciation

FINANCIAL STATEMENTS

105

SCHEDULE 21 Note to the Consolidated Financial Statements (Contd.)

(Rs. in Million) Year ended SECONDARY SEGMENT REVENUE India Overseas Total Revenue ASSETS India Segment Assets Unallocable Assets - in India Overseas Total Assets 12,992.87 3,374.06 7,819.06 24,185.99 10,704.54 3,473.89 5,891.39 20,069.82 7,922.91 1,372.18 9,295.09 4,872.97 1,767.56 6,640.53 March 31, 2011 Year ended March 31, 2010

12 The Finance Act 2010 has levied service tax on transferring temporarily or permitting use or enjoyment of movies copyrights with eect from 1st July, 2010. Company has led the Writ Petition in Mumbai High Court challenging the constitutionality and the legality of this entry since it already a taxing entry with State Governments as sales by way of transfer of the right to use and is already subjected to Sales Tax / Value Added Tax. Pending outcome of the Writ, during the year, Company has neither collected nor deposited any service tax on this account.

13 Subsequent to the Balance Sheet date, as on May 10, 2011, the Company has aquired remaining 50% stake in its joint venture Screen Shot Television Limited (Formerly Known as Smriti Irani Television Limited), thereby making it as its 100% subsidiary. 14 As required by Companies Act, 1956 and Listing Agreement for Debentures, a transfer of Rs 200 mio (P.Y. Rs 200 mio) has been made to Debenture Redemption Reserve from the prots earned during the year. 15 The previous year's gures have been regrouped, wherever considered necessary.

Signatures to Schedules 1 to 21 which form an integral part of the Consolidated Financial Statements.

For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Rohinton Screwvala CMD & Chief Executive Ocer Sanjaya Kulkarni Director

106

FINANCIAL STATEMENTS

AUDITORS REPORT
To the Members of UTV Software Communications Limited

1.

We have audited the attached Balance Sheet of UTV Software Communications Limited (the Company) as at March 31, 2011, and the related Prot and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These nancial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nancial statements. An audit also includes assessing the accounting principles used and signicant estimates made by Management, as well as evaluating the overall nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specied in paragraphs 4 and 5 of the Order. Further to our comments in the Annexure referred to in paragraph 3 above, we report that : (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; The Balance Sheet, Prot and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; In our opinion, the Balance Sheet, Prot and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualied as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

2.

3.

4.

(b)

(c)

(d)

(e)

107

AUDITORS REPORT
To the Members of UTV Software Communications Limited (Contd.)

(f)

In our opinion and to the best of our information and according to the explanations given to us, the said nancial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of aairs of the company as at March 31, 2011;

(ii) in the case of the Prot and Loss Account, of the prot for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash ows for the year ended on that date.

For Price Waterhouse & Co Firm Registration Number: 007567S Chartered Accountants

Place : Mumbai Date : May 30, 2011

Partha Ghosh Partner Membership Number F-55913

108

FINANCIAL STATEMENTS

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of UTV Software Communications Limited on the nancial statements for the year ended March 31, 2011

1.

(a)

The Company is maintaining proper records showing full particulars, including quantitative details and situation, of xed assets. The xed assets are physically veried by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the xed assets has been physically veried by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the Company has disposed of a substantial part of xed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of xed assets has not aected the going concern status of the Company. The inventory of raw stock of tapes and lms has been physically veried by the Management during the year. In our opinion, the frequency of verication is reasonable. In our opinion, the procedures of physical verication of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verication of inventory as compared to book records were not material. The Company has not granted any loans, secured or unsecured, to companies, rms or other parties covered in the register maintained under Section 301 of the Act. The Company has not taken any loans, secured or unsecured, from companies, rms or other parties covered in the register maintained under Section 301 of the Act.

(b)

(c)

2.

(a)

(b)

(c)

3.

(a)

(b)

4.

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

5.

109

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of UTV Software Communications Limited on the nancial statements for the year ended March 31, 2011 (Contd.)

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. 7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. 9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except dues in respect of sales-tax, the Company is generally regular in depositing undisputed statutory dues including investor education and protection fund, employees state insurance, income-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31, 2011 for a period of more than six months from the date they became payable are as follows :

Name of the statute Maharashtra Value Added Tax Act, 2002

Nature of dues Sales Tax

Amount (Rs. in Million) 183.25

Period to which the amount relates April 2005 to March 2011

Due date April 2005 to March 2011

Date of Payment -

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute. The particulars of dues of income-tax and sales-tax as at March 31, 2011 which have not been deposited on account of a dispute, are as follows :

Name of the statute Income-tax Act, 1961 Bombay Sales Tax Act, 1959

Nature of dues Tax Deducted at Source Sales Tax

Amount (Rs. in Million) * 1.99 5.27

Period to which the amount relates AY 2008-09 to AY 2011-12 FY 2003-04 and FY 2004-05

Forum where the dispute is pending Income Tax Ocer (TDS) Deputy Commissioner of Sales Tax (Appeal)

* Net of amount deposited under protest 10. The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the nancial year ended on that date or in the immediately preceding nancial year. 11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any nancial institution or bank or debenture holders as at the balance sheet date.
110

FINANCIAL STATEMENTS

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of UTV Software Communications Limited on the nancial statements for the year ended March 31, 2011 (Contd.)

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The provisions of any special statute applicable to chit fund / nidhi / mutual benet fund / societies are not applicable to the Company. 14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. 15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or nancial institutions during the year, are not prejudicial to the interest of the Company. 16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. 17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment. 18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. 19. The Company has created security or charge in respect of debentures issued and outstanding at the year-end. 20. The Company has not raised any money by public issues during the year. 21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management. For Price Waterhouse & Co Firm Registration Number: 007567S Chartered Accountants

Place : Mumbai Date: May 30, 2011

Partha Ghosh Partner Membership Number F-55913

111

BALANCE SHEET as at March 31, 2011

Schedule No. SOURCES OF FUNDS Shareholders' Funds Share Capital.................................... Advance Against Warrants............... Reserves and Surplus....................... Loan Funds Secured Loans................................... Unsecured Loans............................... Deferred Tax Liabilities (Refer Note 7 (a) of Sch.21) TOTAL................................................... APPLICATION OF FUNDS Fixed Assets Gross Block....................................... Less : Accumulated Depreciation..... Net Block.......................................... Investments Deferred Tax Assets............................... (Refer Note 7 (a) of Sch.21) Current Assets, Loans and Advances Inventories........................................ Sundry Debtors................................. Cash and Bank Balances................... Other Current Assets........................ Loans and Advances......................... Less : Current Liabilities and Provisions Current Liabilities............................. Provisions......................................... Net Current Assets................................ TOTAL................................................... NOTES TO THE FINANCIAL STATEMENTS 21 Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. 8 9 10 11 12 5,557.02 900.55 494.24 4.77 7,340.79 14,297.37 3,454.50 2.11 3,456.61 10,840.76 18,256.25 6 181.01 83.08 279.40 74.52 1 2 3 4 5 406.35 10,877.00 406.32 9,537.37 As at March 31, 2011

(Rs. in Million) As at March 31, 2010

11,283.35 3,187.71 3,100.00 685.19 18,256.25

9,943.69 3,893.41 4,000.00 264.31 18,101.41

97.93 6,382.37 935.19

204.88 5,526.85 514.31

4,317.12 366.06 345.01 2.94 7,591.56 12,622.69 750.85 16.47 767.32 11,855.37 18,101.41

13 14

This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Rohinton Screwvala CMD & Chief Executive Ocer Sanjaya Kulkarni Director

112

FINANCIAL STATEMENTS

PROFIT AND LOSS ACCOUNT for the year ended March 31, 2011
Schedule Schedule No. No. INCOME Sales & Services (Net)...................................... Other Income................................................... EXPENDITURE Direct Cost........................................................ Sta Cost.......................................................... Other Expenses................................................ PROFIT BEFORE INTEREST, DEPRECIATION AND TAX Less : Interest & Finance Charges (Net).............. PROFIT BEFORE DEPRECIATION AND TAX......... Less : Depreciation............................................. PROFIT BEFORE TAX AND EXCEPTIONAL ITEM Exceptional Item Write-down of Assets in accordance with Scheme Transfer from Business Restructuring Reserve account PROFIT BEFORE TAX......................................... Less : Provision for Taxation Current [Refer Note 7 (b) of Sch. 21] (Includes Wealth Tax Rs. 0.13 Mio, Previous Year Rs.1.00 Mio ) Mat Credit Entitlement............................. Deferred Tax............................................. PROFIT AFTER TAX........................................... Balance Prot brought forward.......................... NET PROFIT AVAILABLE FOR APPROPRIATION APPROPRIATIONS a) Transfer to Debenture Redemption Reserve (Refer Note 24 of Sch. 21)............................... b) Balance Carried To Balance Sheet.................. Earnings Per Share of Rs. 10 each [Refer Note 1 (n) & 16 (i) of Sch. 21] Basic................................................................ Diluted............................................................ 268.10 (267.97) 20 6 17 18 19 3,689.28 282.05 192.19 15 16 5,456.78 18.52 3,265.20 91.37 Year Ended March 31, 2011

(Rs. in Million) Year Ended Ended Year March 31, 2010 31, 2010 March Rs. in Million

5,475.30

3,356.57

4,163.52 1,311.78 (46.47) 1,358.25 19.24 1,339.01

2,350.09 209.11 225.39

2,784.59 571.98 165.34 406.64 19.06 387.58

1,339.01

(4,577.21) 4,577.21

387.58

62.52 (71.46) (191.99)

0.13 1,338.88 2,444.52 3,783.40

(200.93) 588.51 1,004.09 1,592.60

200.00 3,583.40 3,783.40

200.00 1,392.60 1,592.60

32.95 32.66

14.48 14.43

NOTES TO THE FINANCIAL STATEMENTS 21 Schedules referred to above and notes attached thereto form an integral part of the Prot and Loss Account

This is the Prot and Loss Account referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Rohinton Screwvala CMD & Chief Executive Ocer Sanjaya Kulkarni Director

113

CASH FLOW STATEMENT for the year ended March 31, 2011
(Rs. in Million) Particulars A CASH FLOW FROM OPERATING ACTIVITIES: Prot Before Tax................................................................................ Adjustments for : Depreciation....................................................................................... Interest Expenses/Discount Written o.............................................. Interest Income................................................................................... Prot on Sale of Fixed Assets / Investment (Net)................................ Assets Written o................................................................................ Bad Debts Written o......................................................................... Amortisation of Movie Copyrights...................................................... Provision for Doubtful Debts............................................................... Irrecoverable loans and advances written o/Provision for doubtful advances.............................................................................. Provision No Longer Required Written Back....................................... Unrealised Foreign Exchange (Gain)/Loss........................................... Provision for Employee Retirement Benets...................................... Dividend Income................................................................................. Advance tax/TDS of earlier years written o....................................... Operating Prot Before Working Capital Changes............................ Adjustments for Changes in Working Capital: (Increase)/ Decrease in Sundry Debtors........................................... (Increase)/ Decrease in Other Receivables....................................... (Increase)/Decrease in Inventories.................................................. (Decrease)/Increase in Trade and Other Payables............................ Cash Generated from/(Used in) Operations...................................... Taxes Paid (including Tax Deducted at Source)................................... Net Cash Generated from/(Used in) Operating Activities................ B CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets..................................................................... Proceeds from Sale of Fixed Assets..................................................... Proceeds from Sale of Investments..................................................... Investment in Subsidiaries/Mutual Funds.......................................... Share Application Money to subsidiaries/related companies............ Advances to Related Companies......................................................... Interest Received................................................................................ Dividend Received.............................................................................. Net Cash Generated from/ (Used in) Investing Activities................ C CASH FLOW FROM FINANCING ACTIVITIES: Issue of Equity Shares......................................................................... Share Issue Expenses.......................................................................... Proceeds from Long Term Borrowings -Receipts............................................................................................. -Payments........................................................................................... Proceeds from Short term Borrowings -Receipts............................................................................................. -Payment............................................................................................. Proceeds from Cash Credit (Net)......................................................... Interest Capitalised............................................................................. Interest Paid/Discount on Commercial Paper..................................... Dividend Paid...................................................................................... Net Cash Generated from/ (Used in) Financing Activities................ Net Increase / (Decrease) in Cash and Cash equivalents ( A + B + C ).......................................................................................... Opening Cash and Cash Equivalents.................................................. Add: Cash Taken Over From UMP Plc and UTV Motion Pictures (Mauritius) Limited............................................................................. Closing Cash and Cash Equivalents.................................................... (C) 0.78 2,194.35 (335.45) 3,020.00 (4,195.00) (2,265.00) (347.21) (275.50) (2,203.03) 149.23 345.01 494.24 19.38 474.86 (31.60) 1,169.27 (315.24) 2,350.00 (187.50) 1,410.38 (317.29) (351.68) (0.01) 3,726.33 (311.02) 637.62 18.41 345.01 33.62 311.39 (B) (A) (540.61) (659.23) (1,012.87) 2,645.26 1,841.71 (149.84) 1,691.87 (30.08) 148.86 1,271.38 (1,230.00) 485.24 14.99 660.39 334.65 118.40 (1,890.87) (356.64) (1,202.22) (400.48) (1,602.70) (6.62) 0.29 10,301.31 (11,138.28) (1,628.51) 29.78 6.95 0.43 (2,434.65) 1,339.01 19.24 255.33 (301.80) (0.82) 120.18 5.49 (16.74) (1.27) (9.46) 1,409.16 387.58 19.06 348.47 (183.12) (27.27) 12.90 10.03 5.88 14.52 14.60 (15.29) 0.22 3.23 (0.43) 1.86 592.24 March 31, 2011 March 31, 2010

114

Cash and Cash Equivalents Comprise Cash and cheques in hand.................................................................. Balance with Scheduled Banks............................................................

FINANCIAL STATEMENTS

CASH FLOW STATEMENT for the year ended March 31, 2011 (Contd.)
(Rs. in Million) Particulars D Net Increase / (Decrease) in Cash and Cash equivalents ( A + B + C ).......................................................................................... Opening Cash and Cash Equivalents.................................................. Add: Cash Taken Over From UMP Plc and UTV Motion Pictures (Mauritius) Limited............................................................................. Closing Cash and Cash Equivalents.................................................... Cash and Cash Equivalents Comprise Cash and cheques in hand.................................................................. Balance with Scheduled Banks............................................................ March 31, 2011 March 31, 2010

149.23 345.01 494.24 19.38 474.86 494.24

(311.02) 637.62 18.41 345.01 33.62 311.39 345.01

Notes : 1 The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard- 3 issued by the Institute of Chartered Accountants of India. 2 Cash and cash equivalents include unclaimed dividend Rs. 0.08 Mio (PY Rs. 0.08 Mio) (Refer Sch. 13) which are not available for use by the Company.

This is the Cash ow statement referred to in our report of even date. For and on behalf of the Board of Directors

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle Group Chief Financial Ocer

Rohinton Screwvala CMD & Chief Executive Ocer

Mohd. Sajid Ali Company Secretary

Sanjaya Kulkarni Director

Place : Mumbai Date : May 30, 2011

115

SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS

As at March 31, 2011 1 SHARE CAPITAL AUTHORISED 70,000,000 Equity Shares of Rs.10/- each................................................... (Previous Year 70,000,000 Equity Shares of Rs.10/- each) ISSUED, SUBSCRIBED & PAID UP 40,634,750 Equity Shares of Rs. 10/- each fully paid.................................. (Previous Year 40,632,250 Equity Shares of Rs.10/- each fully paid) (Refer Note 3 (i) of Sch. 21) TOTAL.................................................................................................... 700.00

(Rs. in Million) As at March 31, 2010

700.00

406.35 406.35

406.32 406.32

Notes: i) 6,705,882 Equity Shares of Rs.10/- each were issued without consideration in cash as Bonus Shares by capitalization of Share Premium in the F.Y. 1995-96 to the then existing Shareholders of the Company. ii) 4,664,824 Equity Shares of Rs.5/- each (2,332,412 Equity Shares of Rs.10/- each) were issued without consideration in cash to various shareholders under a share swap arrangement in the F.Y. 2000-01 as part of consolidation exercise carried out in the said year. iii) 182,932 Equity Shares of Rs.5/- each (91,466 Equity Shares of Rs.10/- each) were issued to shareholders of Western Outdoor Media Technologies Limited as per the Scheme of Arrangement for demerger of its studio division to the Company in F.Y. 2003-04. iv) During the previous year, the Company has issued 6,436,782 equity shares of Rs 10 each, for consideration other than cash, to the minority shareholders of UMP Plc pursuant to the Scheme of Arrangement between the Company and its subsidiaries. v) Out of the above issued share capital, the Holding Company - The Walt Disney Company (Southeast Asia) Pte Limited holds 20,497,994 shares as on the Balance Sheet date representing 50.45% of the issued share capital. 2 ADVANCE AGAINST WARRANTS As per Last Balance Sheet........................................................................... Less: Transfer to Capital Reserve Account.................................................. TOTAL.................................................................................................... 3 RESERVES AND SURPLUS SECURITIES PREMIUM ACCOUNT As per last Balance Sheet............................................................................ Add : Premium on shares issued................................................................. Less: Transferred to Business Restructuring Reserve.................................. Less: Shares/Debentures Issue Expenses................................................... CAPITAL RESERVE As per last Balance Sheet............................................................................ Reserve arising on account of shares issued by erstwhile UMP Plc............ Less: Transferred to General Reserve as per Scheme................................. Arising from forfeiture of advance against Share warrants........................ BUSINESS RESTRUCTURING RESERVE As per last Balance Sheet............................................................................ Amount transferred from Securities Premium as per Scheme................... Less: Transferred to Prot and Loss account............................................... Less: Utilisation for issue of shares & scheme expenses in accordance with Scheme............................................................................ Less: Transferred to General Reserve as per Scheme................................. GENERAL RESERVE As per last Balance Sheet............................................................................ Add : Transferred from Capital Reserve as per Scheme.............................. Add : Transferred from Business Restructuring Reserve as per Scheme.... DEBENTURE REDEMPTION RESERVE As per Last Balance Sheet........................................................................... Add: Transferred from Prot & Loss Account............................................. PROFIT & LOSS ACCOUNT As per annexed Prot and Loss Account..................................................... Addition on account of merger of UTV Motion Pictures (Mauritius) Limited & UMP Plc into the Company......................................................... TOTAL.................................................................................................... 1,249.47 0.75 1,250.22 1,250.22 390.11 390.11 1,500.00 1,500.00 3,753.27 3,753.27 200.00 200.00 400.00 3,583.40 10,877.00 8,781.07 8,781.07 7,500.00 31.60 1,249.47 2,602.97 (2,602.97) 390.11 390.11 7,500.00 4,577.21 320.26 1,102.53 1,500.00 47.77 2,602.97 1,102.53 3,753.27 200.00 200.00 1,392.60 1,051.92 9,537.37

390.11 (390.11) -

116

FINANCIAL STATEMENTS

SCHEDULES forming part of the Financial Statements (Contd.)

As at March 31, 2011 4 SECURED LOANS Cash Credit From Banks............................................................... Working Capital Demand Loan From Banks................................. Term Loan From Banks................................................................. Non Convertible Debentures....................................................... TOTAL...................................................................................... Notes 1 1 1 2 222.96 1,420.00 669.75 875.00 3,187.71

(Rs. in Million) As at March 31, 2010

2,487.96 195.00 210.45 1,000.00 3,893.41

Notes: 1. Cash Credit, Working Capital Demand Loans and Term Loans from banks are secured by : a) First charge on freehold land, movable plant and machinery and other movable xed assets (excluding vehicles) and current assets of the Company (save and except xed assets and current assets of the Company charged in favour of EXIM Bank of India for specic lm nancing to the extent of Rs. 450 million); b) Personal guarantee of a director of the Company; c) Pledge of 350,000 equity shares held in UTV Global Broadcasting Limited, its subsidiary & lien of xed deposit of Rs 250 million; d) First charge on all xed assets and current assets of subsidiaries IG Interactive Entertainment Limited and UTV Communications (USA) LLC; e) First charge on all xed assets and current assets of Ignition Entertainment Limited & its subsidiaries except xed assets and current assets charged by them in favor of other lenders; f) Corporate Guarantee given by UTV Communications (USA) LLC & IG Interactive Entertainment Limited. 2. Non Convertible Debentures are secured by charge against freehold land, entire current assets (save and except current assets of the Company charged in favour of EXIM Bank of India for specic lm nancing to the extent of Rs.450 million), personal guarantee of a director of the Company and corporate guarantees given by UTV Communications (USA) LLC & IG Interactive Entertainment Limited. The Debentures will be redeemable in 16 equal quarterly installments starting after one year moratorium from the date of issue. 3. Of the above, amount repayable within one year are as follows: - Working Capital Demand Loans: Rs. 1,420.00 Mio. - Term Loans: Rs. 334.88 Mio. - Non Convertible Debentures Rs. 250.00 Mio. 5 UNSECURED LOANS (Short-term) Commercial Paper - From Banks............................................................................... - From Others.............................................................................. Loan From Banks......................................................................... TOTAL...................................................................................... Notes : 1. Amount repayable within one year: Rs 3,100 Mio 2. Maximum amount outstanding during the year: Rs 4,750 Mio

1,200.00 400.00 1,500.00 3,100.00

2,500.00 1,500.00 4,000.00

117

118
(Rs. in Million) COST Additions Opening As at April 1, 2010 Deductions As at March 31, 2011 (A) For the Year Deductions As at March 31, 2011 (B) As at March 31, 2011 (A-B) As at March 31, 2010 DEPRECIATION / AMORTISATION NET BLOCK 11.71 35.59 5.98 4.27 0.60 1.67 1.50 11.96 61.57 74.52 74.77 6.93 40.55 279.40 159.96 181.01 0.72 22.60 5.09 1.69 19.24 19.06 0.15 14.84 0.66 2.34 0.15 31.36 4.82 17.89 0.04 0.02 0.63 10.68 19.31 16.85 8.03 1.02 2.15 3.21 0.40 35.77 1.66 0.11 26.72 0.70 141.69 1.16 7.72 6.56 28.27 2.08 22.67 2.98 6.15 83.08 74.52 14.43 5.29 5.52 10.81 5.98 0.37 0.37 47.30 2.57 0.01 9.75 10.16 141.69 0.70 36.17 24.28 29.84 13.49 11.36 279.40 313.02 7.19 37.55 5.61 3.62 0.70 7.50 5.95 8.69 11.86 16.45 97.93 204.88 4.52 4.64 135.13 0.70 9.45 21.07 11.95 11.15 6.27 204.88 238.25

6 FIXED ASSETS (Refer Note 1(b), 1(k) & 1(l) of Sch 21)

Particulars

Opening As at April 1, 2010

Intangible Assets

Computer Software

Website

Tangible Assets Leasehold Improvements

Building

Freehold Land

Plant & Machinery

Furniture & Fixtures

Computers

Oce Equipments

Motor Vehicles

Total

SCHEDULES forming part of the Financial Statements (Contd.)

Previous Year

FINANCIAL STATEMENTS

SCHEDULES forming part of the Financial Statements (Contd.)

7 INVESTMENTS (Refer Note 1 (c) & 4 of Sch. 21) Nos. as at March 31, 2011 Long Term, Non Trade (fully paid) Equity Shares of Companies a) Subsidiary Companies (Unquoted) (i) UTV Communications (USA) LLC........................... (ii) IG Interactive Entertainment Limited.................... (iii) UTV New Media Limited....................................... (iv) UTV TV Content Limited........................................ (v) First Future Agri & Developers Limited [Refer Note 4 (ii) of Sch. 21].................................. (vi) UTV Global Broadcasting Limited.......................... (vii) UTV Games Limited............................................... (viii) Indiagames Limited [Refer Note 4 (i) of Sch. 21]................................... b) Joint Venture Companies (Unquoted) Screenshot Television Limited (Formerly known as Smriti Irani Television Limited) [Refer Note 20 of Sch. 21]............................................. c) Others (Unquoted) (i) United Teleshopping and Marketing Company Limited. (ii) Homland Network Corporation................................. Preference Shares of Companies a) Subsidiary Companies (Unquoted) (i) IG Interactive Entertainment Limited [Refer Note 4 (iii) of Sch. 21].................................... (ii) UTV Games Limited.................................................. b) Others (Unquoted) Homland Network Corporation..................................... Long Term, Trade (fully paid) Equity Shares of Companies Quoted : Radaan Mediaworks India Limited.......................... Current Investment, Non Trade (fully paid) Mutual/Liquid Funds (unquoted) (i) SBI Mutual Fund Magnum Instacash Fund................ (ii) Taurus Liquid Fund - Super Institutional - Growth... TOTAL * Amount less than Rs 10,000 Cost March 31, 2011 Aggregate Value of Quoted Investments............................ Aggregate Value of Unquoted Investments........................ Total 0.50 6,381.87 6,382.37 Market value March 31, 2011 0.14 3,915,082 119,834 Rs. 10 Rs. 1,000 6,382.37 80.00 120.00 5,526.85 (Rs. in Million) Market value March 31, 2010 0.19 Nos. as at March 31, 2010 Face Value As at March 31, 2011 (Rs. in Million) As at March 31, 2010

5,000 10,000 4,500,000 50,000 32,000,000 1,700,000 12,000,000 639,986

5,000 10,000 4,500,000 50,000 16,000,000 1,700,000 12,000,000 659,415

10 USD 1 GBP Rs 10 Rs 10 Rs 10 Rs 10 1 USD Rs 10

2.27 0.85 45.00 0.50 320.00 2,729.70 570.27 259.19

2.27 0.85 45.00 0.50 160.00 2,729.70 570.27 259.33

25,000 600,000 352,000

25,000 600,000 352,000

Rs 10 Rs. 10 0.001 USD

0.25 -*

0.25 -*

28,703,600 3,650,000 125,000

17,123,895 3,650,000 125,000

1 GBP 1 USD 0.001 USD

2,283.33 170.50 0.01

1,387.67 170.50 0.01

62,500

62,500

Rs 2

0.50

0.50

Cost March 31, 2010 0.50 5,526.35 5,526.85

119

SCHEDULES forming part of the Financial Statements (Contd.)

7 INVESTMENTS (Contd.) Name of the Fund IDFC Money Manager Fund-Treasury Plan-Super Inst Plan C-Growth... IDFC Money Manager Fund - Treasury Plan - Inst Plan B - Growth....... HDFC CMF-Treasury Advantage Plan-Wholesale Gr.............................. HDFC Liquid Fund-Premium Plan - Growth........................................... Birla Sun Life Savings Fund.................................................................... LICMF Liquid Fund- Gr Plan................................................................... LICMF INCOME PLUS FUND - GROWTH PLAN....................................... Tata Floater Fund - Growth.................................................................... TATA Treasury Manager SHIP Growth.................................................... Reliance Liquid Fund - Treasury Plan- Intl Opn- Gr Op- Gr pl................ Reliance Liquidity Fund - Gr Option...................................................... Reliance Medium Term Fund Retail Plan- Gr Plan-Gr Opt..................... Reliance Money Manager Fund Institutional Option- Gr Plan.............. Kotak Floater Long Term - Gr................................................................. UTI Liquid Cash Plan Intl- Gr Option...................................................... UTI Treasury Advantage Fund - Intl Plan ( Growth Option)................... Fidelity Cash Fund ( Institutional) - Growth........................................... Fidelity Cash Fund(Institutional )- Growth -.......................................... SBI-SHF - ULTRA SHORT ERM FUND -INST PLAN -GROWTH................... Sundaram -BNP Money Fund-Super Inst. -Growth............................... Sundaram Ultra ST Fund Super Inst. Div Rein Daily............................... ICICI Prudential Flexible Income Plan Premium - Daily Dividend.......... ICICI Prudential Institutional Plan - Super Institutional Growth............ ICICI Prudential Flexible Income Plan Premium - Growth..................... Principal Cash Management Fund -Liquid Option Inst,.Prem Plan -Growth (PNB) Taurus Short Term Bond Fund-Super Insti Growth Plan........................ Dsp Blackrock Money Manager Fund-Institutional Plan - Growth........ Principal Ultra Short Term Fund - Growth Plan Principal Liquid Plus Fund SBI - Magnum Insta Cash Fund - Cash Option....................................... LIFMF SAVINGS PLUS FUND - GROWTH PLAN....................................... Birla Sun Life Cash Manager - Institutional Plan - Growth..................... LFG-IDBI Liquid Fund - Growth.............................................................. Total................................................................................................. March-11 Purchase No. of units 8,797,533 29,006,667 6,746,273 7,436,096 7,734,849 59,721,418 March-11 Redemption No. of units 8,797,533 29,006,667 6,746,273 7,436,096 7,734,849 59,721,418 March-10 Purchase No. of units 27,857,695 13,967,932 8,301,899 9,053,862 22,169,204 5,505,747 34,712,053 35,960,864 12,592 43,647,352 44,658,753 11,107,462 950,236 36,958,241 170,917 209,704 12,409,198 13,160,088 4,260,795 6,772,677 5,001,162 47,288,031 75,113,073 29,899,997 31,801,237 24,808,179 120,942 43,210,357 589,090,249 March-10 Redemption No. of units 27,857,695 13,967,932 8,301,899 9,053,862 22,169,204 5,505,747 34,712,053 35,960,864 12,592 43,647,352 44,658,753 11,107,462 950,236 36,958,241 170,917 209,704 12,409,198 13,160,088 4,260,795 6,772,677 5,004,935 47,319,990 75,113,073 29,899,997 31,801,237 24,808,179 120,942 43,210,357 589,125,981 (Rs. in Million) As at March 31, 2011 8 INVENTORIES (Refer Note 1(d) of Sch.21) (As certied by the Management, at lower of cost or net realisable value) Raw Stock- Tapes and Films.................................................................. Unamortised cost of Completed/Acquired - New Media Copyrights...................................................................... - Movie Copyrights.............................................................................. Unutilised Free Commercial Time......................................................... Licensed Content Acquired................................................................... Projects in Progress.............................................................................. Movies Under Production..................................................................... TOTAL.............................................................................................. 9 SUNDRY DEBTORS (Unsecured & considered good, unless otherwise stated) (Refer Note 5 (i) of Sch. 21) i.Over Six months Billed - considered good............................................................ - considered doubtful...................................................... Less : Provision for doubtful debts........................................ 0.22 372.92 1,838.45 50.38 24.16 5.73 3,265.16 5,557.02 0.23 1,050.03 52.42 9.88 3,204.56 4,317.12 As at March 31, 2010

120

213.87 49.00 262.87 49.00

213.87

25.12 43.51 68.63 43.51

25.12

8 INVENTORIES (Refer Note 1(d) of Sch.21) (As certied by the Management, at lower of cost or net realisable value) Raw Stock- Tapes and Films.................................................. Unamortised cost of Completed/Acquired - New Media Copyrights...................................................... - Movie Copyrights............................................................... Unutilised forming part of the Financial Statements SCHEDULES Free Commercial Time......................................... Licensed Content Acquired................................................... Projects in Progress............................................................... Movies Under Production..................................................... TOTAL............................................................................... 9 SUNDRY DEBTORS (Unsecured & considered good, unless otherwise stated) (Refer Note 5 (i) of Sch. 21) i.Over Six months Billed - considered good............................................................ - considered doubtful...................................................... Less : Provision for doubtful debts........................................ ii. Other Debts - considered good Billed................................................................................. Unbilled............................................................................. TOTAL............................................................................... 10 CASH AND BANK BALANCES i. Cash and Cheques on hand................................................ [Includes cheques on hand Rs. 18.29 Mio, Previous Year Rs. 32.55 Mio] ii. Balance with Scheduled Banks - Current Account.............................................................. - Fixed Deposit Account..................................................... - Others............................................................................. TOTAL............................................................................... 11 OTHER CURRENT ASSETS Interest Receivable on Fixed Deposits and Others............... TOTAL............................................................................... 12 LOANS AND ADVANCES 12 LOANS AND ADVANCES (Unsecured & considered good, unless otherwise stated) (Unsecured & considered good, unless otherwise stated) Advances recoverable in cash or in kind or for value to be 4.77 4.77 2.94 2.94 19.38 33.62 0.22 372.92 1,838.45 50.38 (Contd.) 24.16 5.73 3,265.16 As at March 31, 2011 5,557.02

FINANCIAL STATEMENTS 0.23

1,050.03 52.42 (Rs. in Million) 9.88 3,204.56 As at March 31, 2010 4,317.12

213.87 49.00 262.87 49.00 667.58 19.10

213.87

25.12 43.51 68.63 43.51 338.57 2.37

25.12

686.68 900.55

340.94 366.06

220.65 253.25 0.96 494.24

57.27 253.98 0.14 345.01

received Advances recoverable in cash or in kind or for value to beto UTV Employees Welfare Trust......................... - Advance received - Advance to UTV Employees Welfare Trust......................... - Advances to Suppliers - considered good............................................................ - Advances to Suppliers - considered doubtful...................................................... - considered good............................................................ - considered doubtful...................................................... Less : Provision for Doubtful Advances.............................. Less : Provision for Doubtful Advances.............................. Others................................................................................... (Includes Rs. Nil [Previous Year Rs. 0.07 Mio] due from the Others................................................................................... directors of the Company, Maximum amount outstanding (during the year Rs. 0.25 Mio [Previous Year Rs. 0.74 Mio]) Includes Rs. Nil [Previous Year Rs. 0.07 Mio] due from the directors of the Company, Maximum amount outstanding during the year MAT Credit Entitlements....................................................... Rs. 0.25 Mio [Previous Year Rs. 0.74 Mio] ) Share Application Money...................................................... MAT Credit Entitlements....................................................... Advances - To Subsidiary Companies (Refer Note 6 of Sch 21)........ Share Application Money...................................................... - To Others....................................................................... AdvancesIncome Tax (net of provision)................................. Advance - To Subsidiary Current Year [Provision for Tax Companies Rs. 267.97 Mio (Previous (Refer Note 6 of Sch Year Rs. 61.52 Mio)] 21)................................................... - To Others....................................................................... Other Deposits...................................................................... Advance Income Tax (net of provision)................................. TOTAL.............................................................................. [Provision for Tax Current Year Rs. 267.97 Mio (Previous Year Rs. 61.52 Mio)] 13 Other Deposits...................................................................... CURRENT LIABILITIES 4,446.62 2.93 199.84 62.24 199.84 262.08 62.24 62.24 262.08 62.24

162.75 62.24 162.75 224.99 62.24 62.24 224.99 62.24

2.12 2.12

199.84 199.84 207.21 207.21

162.75 162.75 127.05 127.05

492.37 1,628.23 492.37 1,628.23 4,449.55 340.71 4,446.62 2.93 4,449.55 22.88 340.71 7,340.79 3,578.77 2.93 3,578.77 2.93

224.40 3,009.13 224.40 3,009.13 3,581.70 460.65 3,581.70 23.76 460.65 7,591.56

121
22.88 23.76

Share Application Money...................................................... Advances - To Subsidiary Companies (Refer Note 6 of Sch 21)........ - To Others....................................................................... Advance Income Tax (net of provision)................................. [Provision for Current Year SCHEDULESYearTax 61.52part of 267.97Financial Statements (Contd.) forming Mio)] Rs. the Mio (Previous Rs. Other Deposits...................................................................... TOTAL............................................................................... 13 CURRENT LIABILITIES Acceptances.......................................................................... Sundry Creditors for Capital Goods , Materials & Expenses Micro and Small Enterprises (Refer Note 14 of Sch. 21)................................................ Amount Payable to Subsidiaries (Refer Note 5 (ii) of Sch. 21)............................................. Others.............................................................................. Advance from Customers..................................................... Advance Billings.................................................................... Unpaid Dividend *................................................................ Interest Accrued But Not Due on Loans............................... Other Liabilities.................................................................... TOTAL............................................................................... 4,446.62 2.93

1,628.23 3,578.77 2.93

3,009.13

4,449.55 340.71

3,581.70 460.65

(Rs. in Million) 23.76 As at March 31, 2010 7,591.56

22.88 As at March 31, 2011 7,340.79

2,097.83 24.42 617.34 569.23 0.08 25.24 120.36 3,454.50

19.50 514.36 111.76 1.33 0.08 3.94 99.88 750.85

* There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund. 14 PROVISIONS Provision for Wealth Tax (net of advances).......................... Provision for Employees Retirement Benets (net) (Refer note 1(i) & 19 of Sch 21)............................................ TOTAL............................................................................... 0.24 1.87 2.11 1.92 14.55 16.47 (Rs. in Million) Year Ended March 31, 2011 15 SALES & SERVICES (NET) (Refer Note1 (h) of Sch.21) Sales and Service Revenues (net)......................................... TOTAL............................................................................... 16 OTHER INCOME Dividend from Current and Non Trade Investments............. Provision No Longer Required Written Back......................... Income from Shared Services............................................... Miscellaneous Income.......................................................... Prot on Sale of Investments............................................... Gain on Foreign Exchange Fluctuation (Net)........................ TOTAL............................................................................... 17 DIRECT COST Telecast Fees Cast and Technicians' Fees and Commission....................... Equipment Hire, Sets, Costumes and Venue Hire................ Footage Expenses/Other Acquisition Cost.......................... Consumption of Rawstock of Video Tapes and Films.......... Post Production Charges...................................................... Professional Fees................................................................. Travelling Expenses.............................................................. Advertisement and Publicity................................................ Amortisation of Movie Copyrights....................................... Miscellaneous Expenses...................................................... Less: Amounts inventorised towards Free Commercial Time TOTAL............................................................................... 398.35 338.64 61.83 2,194.68 93.27 0.54 74.77 22.10 273.19 120.18 162.11 3,739.66 50.38 3,689.28 421.95 91.63 41.85 1,147.90 91.31 2.68 41.45 9.04 433.32 5.88 115.50 2,402.51 52.42 2,350.09 16.74 1.24 0.54 18.52 0.43 15.29 44.11 3.52 28.02 91.37 5,456.78 5,456.78 3,265.20 3,265.20 Year Ended March 31, 2010

122

FINANCIAL STATEMENTS

SCHEDULES forming part of the Financial Statements (Contd.)

Year Ended March 31, 2011 18 STAFF COST Salaries, Wages and Bonus................................................... Contribution to Gratuity, Provident & Pension Funds.......... Sta Welfare......................................................................... TOTAL............................................................................... 19 OTHER EXPENSES Rent - Premises..................................................................... Repairs and Maintenance Plant and Machinery......................................................... Others............................................................................... Professional fees................................................................... Rates & Taxes....................................................................... Insurance.............................................................................. Electricity Charges................................................................ Travelling & Conveyance Expenses....................................... Communication & Postage Expenses................................... Provision for Doubtful Debts................................................ Bad Debts Written O........................................................... Irrecoverable loans and advances written o/Provision for doubtful advances........................................................... Advertisement & Business Promotion Expenses.................. Loss on Sale of Fixed Assets (Net)........................................ Loss on Foreign Exchange Fluctuation (Net)......................... Directors' Sitting Fees........................................................... Fixed Assets Written o........................................................ Miscellaneous Expenses (Refer Note 11 of Sch 21).............. TOTAL............................................................................... 20 INTEREST & FINANCE CHARGES (Net) Interest on Loan from Banks - Fixed Loans......................................................................... - Others................................................................................. - Interest on Others.............................................................. Interest on Non Convertible Debentures............................. Discount on Commercial Paper amortised........................... Less : Interest Income : On Advances to Subsidiaries........................................... On Advances to Related Companies/Fixed Deposits and Others [Tax Deducted at Source Rs. 29.12 Mio Previous Year - Rs 0.49 Mio] TOTAL............................................................................... 284.98 16.82 (46.47) 32.21 134.14 5.96 185.49 0.86 36.35 0.19 20.24 20.43 37.74 0.04 3.51 4.29 21.19 13.66 5.49 28.60 0.42 0.39 20.08 192.19 0.18 10.49 262.24 14.12 5.69 282.05

(Rs. in Million) Year Ended March 31, 2010

195.86 7.79 5.46 209.11

26.07 10.67 45.57 0.49 3.52 3.91 17.43 10.96 14.52 10.03 14.60 10.95 0.75 13.61 0.50 12.90 28.91 225.39

166.35 47.81 41.17

192.31 97.16 58.99

174.83 8.29 165.34

123

SCHEDULE 21 NOTES TO THE FINANCIAL STATEMENTS

1. Signicant Accounting Policies : a) Basis of Accounting : The nancial statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable accounting standards notied u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956. Fixed Assets and Depreciation : (i) Fixed assets are stated at cost of acquisition less accumulated depreciation. The Company capitalises all costs relating to the acquisition and installation of xed assets. Depreciation is provided based on management estimate of useful lives of the xed assets, on the (ii) straight line method prorata to the period of use or at the rates prescribed in Schedule XIV of the Companies Act, 1956, whichever is higher. The management has estimated the useful life of Plant & Machinery to be 12 years (lower useful life than that prescribed by Schedule XIV of the Companies Act, 1956). (iii) Fixed Assets individually costing Rs. 5,000 or less are fully depreciated in the year of acquisition. (iv) Leasehold Improvements are amortised over the period of lease. Investments : Long term investments (including joint ventures) are stated at cost, except where there is a (i) diminution in value other than temporary, in which case requisite provision is made to write down the carrying value to recognise such decline. Current investments are stated at cost or fair value, whichever is lower. (ii) Inventories : The Company amortises 60% of the cost of movie rights acquired or produced by it, on rst (i) theatrical release of the movie. The said amortisation pertaining to Domestic Theatrical Rights, International Theatrical Rights, Television Rights, Music Rights, Video Rights and others is made proportionately based on Management estimate of revenues from each of these rights. In case the aforesaid rights are not exploited along with or prior to the rst theatrical release, proportionate cost of the said right is carried forward to be written o as and when such right is commercially exploited or at the end of one year from the date of rst theatrical release, which ever occurs earlier. Balance 40% is amortised over the balance license period or based on management estimate of future (ii) revenue potential, as the case may be. (iii) Acquired rights pertaining to movies, animation & other content, are amortised on the exploitation of such rights based on the management estimates of revenue potential. (iv) Projects in progress and Movies under Production are stated at cost. Cost comprises of material cost, cost of services, other expenses and advances paid. Costs get accumulated till the rst theatrical release of the movie. Pilot episodes are stated at cost. Pilots are written o at the end of 3 years from the year of (v) production of respective pilot, in case the same is not developed into a serial. Raw Stock, Digital Video Discs/Compact Discs stock and unutilised Free Commercial Time are stated at lower of cost or net realisable value.

b)

c)

d)

124

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

The borrowing cost directly attributable to a movie is capitalised as part of the cost of movie. In case of general borrowings, borrowing cost eligible for capitalisation for movie projects is deter mined by applying a weighted average capitalisation rate to the expenditure on that movie. (vii) The Company evaluates the realisable value and/or revenue potential of inventory on an annual basis based on market conditions and future demand and appropriate write down is made in cases where accelerated write down is warranted. (vi) e) Current Taxation : Provision for Current tax (including Wealth Tax) has been made in accordance with the Income tax and Wealth tax laws prevailing for the year. f) Deferred Taxation : Deferred tax is recognised, subject to the consideration of prudence, on timing dierences, being the dierence between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbed depreciation and carry forward of losses unless there is virtual certainty that sucient future taxable income will be available against which such deferred tax assets can be realised.

g) Foreign Currency Transactions : The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance sheet date are translated at the rate of exchange prevailing at the date of the Balance sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Prot and Loss Account. Premium or discount in respect of forward contract is accounted over the period of the contract. h) Revenue Recognition : (i) Revenues on commissioned television programmes, animation programmes and dubbing are recognised on delivery. The amount recognised is the predetermined price, the collection of which is reasonably assured. (ii) Revenues from sale of airtime (net of agency commission) are recognised when the related advertisements or commercials appears before the public, i.e. on telecast. (iii) Revenues from licensing and distribution of television programmes and movies are recognised in accordance with the licensing and distribution agreement or on physical delivery of the programmes / movies, whichever is later. Home Video sales are recognised as per underlying agreements based on delivery. (iv) Dividend is recognised when the right to receive the dividend is unconditionally established at the Balance Sheet date.

125

SCHEDULE 21 Notes to the Financial Statements (Contd.)

i) Retirement Benets : (i) Long Term Employee Benets : In case of Dened Contribution plans, the Company's contributions to these plans are charged to the Prot and Loss Account as incurred. Liability for Dened Benet plans is provided on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method. The obligations are measured as the present value of estimated future cash ows discounted at rates and reecting the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increase considered takes into account the ination, seniority, promotion and other relevant factors. The expected rate of return of plan assets is taken at the rate of return on Government securities. Plan assets are measured at fair value as at the Balance Sheet date. (ii) Actuarial gains and losses comprise experience adjustments and the eects of changes in actuarial assumptions and are recognised in the Prot and Loss Account in the year in which they arise. Borrowing Costs : Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalised as a part of the cost of the asset. Other borrowing costs are recognised as an expense in the year in which they are incurred. Lease : Finance Leases Assets acquired under nance lease are recognised as assets with corresponding liabilities in the Balance Sheet at the inception of the lease at amounts equal to lower of the fair value of the leased asset or at the present value of the minimum lease payments. These leased assets are depreciated in line with the Companys policy on depreciation of xed assets. The interest is allocated to periods during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Operating Leases Lease payments for operating leases are recognised as expense on a straight-line basis over the lease term. Initial direct costs are recognised immediately as an expense. l) Impairment of Assets : The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Prot & Loss Account. If at the Balance Sheet date, there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reected at the recoverable amount. Employee Stock Option Schemes (ESOP) : The Company accounts for compensation expense under the Employee Stock Option Schemes using the

j)

k)

m)

126

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

intrinsic value method as permitted by the Guidance Note on "Accounting for Employee Share-based Payments" issued by the Institute of Chartered Accountants of India. The dierence between the market price and the exercise price as at the date of the grant is treated as compensation expense and charged over the vesting period. n) Earnings Per Share : Basic earnings per share are computed by dividing the net prot after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net prot after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value, which is the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted at the beginning of the period, unless issued at a later date. Provisions and Contingent Liabilities : The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. Use of Estimates : The preparation of nancial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that aect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the nancial statements and the reported amounts of revenues and expenses during the reporting period. Dierences between actual results and estimates are recognised in the periods in which the results are known/materialise.

o)

p)

127

SCHEDULE 21 Notes to the Financial Statements (Contd.)

(Rs. in Million) As at March 31, 2011 As at March 31, 2010

Contingent liabilities not provided for :

Nature (a) Claims against the Company not acknowledged as debts Description Notice for Interest claim by a broadcaster during 2000-2001 towards delayed payment made by the company in earlier years. The interest claim by the broadcaster is disputed by the Company. Income Tax appeal before Commissioner/Deputy Commissioner of Income Tax for the Assessment Years 2000-01/ 2008-09/ 2009-10/ 2010-11/ 2011-12 Bank guarantee issued in favour of a broadcaster for accreditation/Counter Guarantees/Corporate Guarantee issued in favour of subsidiaries/associate companies. The Brihanmumbai Mahanagarpalika, Mumbai. Asst. Commissioner of Customs. 0.66 1.90 2.56 39.39 34.40 34.40

(b) Appeals led in respect of disputed income tax demands

11.71

10.22

(c) Bank guarantees/Corporate Guarantees/Outstanding Letter of Credit for which the Company has given counter guarantees (d) Bank Guarantees issued favouring various Government Authorities

3,809.84

2,856.98

0.66 1.65 2.31 36.05

(e) Legal cases and claims led against the Company

Pertains to litigation/disputes with parties. The Company has led legal cases against the parties and no outflow is foreseen. Pertains to Value Added Tax/Sales tax levied on sale/lease of copyrights under Maharashtra VAT Act, 2002 w.e.f April 1, 2005. This is disputed by the whole lm fraternity as there is no ground for levying VAT on lm distribution activity. The contingent liability is for the period April 1, 2005 to March 31, 2011. Exparte sales tax demand raised on erstwhile United Entertainment Solutions Pvt. Ltd for the year 2003-04 & 2004-05 by the department not admitted by us

(f) Value Added Tax (VAT)

175.43

89.14

(g) Sales tax

5.27

Note: Future cash outflow in respect of (b),(e), (f) & (g) above are determinable only on receipt of judgments/decisions pending at various forum/authorities.

Share Capital : i) ii) On November 30, 2010, Shareholders/Investors Grievance Committee allotted 2,500 equity shares of Rs.10/- each pursuant to the exercise of stock options at Rs. 311 per share. Employee Stock Option Scheme - 2007 : Pursuant to the resolution passed by the Board of Directors on July 27, 2007 and members of the Company at the Annual General Meeting held on September 25, 2007, the Company had introduced Employee Stock Option Scheme (the scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board.

128

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

The scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 992,500 57,500 (2,500) (145,000) 902,500 Year Ended March 31, 2010 482,500 652,500 (142,500) 992,500

iii)

Employee Stock Option Scheme - 2009 : Pursuant to the resolution passed by the Board of Directors on July 10, 2009 and members of the Company at the Annual General Meeting held on September 4, 2009, the Company had introduced Employee Stock Option Scheme 2009 (the 2009 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2009 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the 2009 scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 57,500 986,500 (164,000) 880,000 Year Ended March 31, 2010 57,500 57,500

iv)

Employee Stock Option Scheme - 2010 : Pursuant to the Postal Ballot resolution passed by the Board of Directors on October 14, 2010 and by members on November 30, 2010, the Company had introduced Employee Stock Option Scheme 2010 (the 2010 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2010 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options.

129

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

The scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 992,500 57,500 (2,500) (145,000) 902,500 Year Ended March 31, 2010 482,500 652,500 (142,500) 992,500

iii)

Employee Stock Option Scheme - 2009 : Pursuant to the resolution passed by the Board of Directors on July 10, 2009 and members of the Company at the Annual General Meeting held on September 4, 2009, the Company had introduced Employee Stock Option Scheme 2009 (the 2009 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2009 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the 2009 scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 57,500 986,500 (164,000) 880,000 Year Ended March 31, 2010 57,500 57,500

iv)

Employee Stock Option Scheme - 2010 : Pursuant to the Postal Ballot resolution passed by the Board of Directors on October 14, 2010 and by members on November 30, 2010, the Company had introduced Employee Stock Option Scheme 2010 (the 2010 scheme) for permanent employees and directors of the Company & of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2010 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the company having face value of Rs. 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options.

129

SCHEDULE 21 Notes to the Financial Statements (Contd.)

The details of the activity under the 2010 scheme during the year is as follows :
Particulars Option Outstanding at the beginning of the year Options Granted during the year Options Exercised during the year Options Lapsed during the year Options Outstanding at the year end Year Ended March 31, 2011 72,000 72,000

Investments : i) During the year, the Company has transferred 19,429 equity shares i.e. 1.78% shares which were hold for the benet of the management shareholders. Accordingly, the Company holds 58.62% equity capital in Indiagames Limited. ii) During the year, the Company has subscribed to 16,000,000 additional equity shares of Rs 10 each in its wholly owned subsidiary First Future Agri & Developers Limited. iii) During the year, IG Interactive Entertainment Limited issued 11,579,705 preference shares of GBP 1 each to the Company against the share application money given.

(i)

Debtors include amounts :

(Rs. in Million) Due from Subsidiaries : Maximum Outstanding during the year Maximum 117.56 Outstanding 65.15 during the year 1.53 Rs. in Million 13.30 1.77 117.56 0.07 65.15 9.49 1.53 22.80 13.30 3.08 1.77 0.07 9.49 22.80 3.08 As at March 31, 2011 As at March 117.56 31, 2011 26.83 Rs. in Million 0.46 As at March 31, 2010 As at March 13.26 31, 20105.19 Rs. in Million 0.59

5 (ii)

UTV Communications (USA) LLC Due Entertainment Limited Genxfrom Subsidiaries : Indiagames Limited IG Interactive Entertainment Limited UTV Entertainment Television Limited UTV Communications (USA) RB Entertainment Limited LLC Genx Entertainment Limited UTV Tele Talkies Limited Indiagames Content Vikatan UTVLimited Limited IG Interactive Entertainment Limited UTV New Media Limited UTV Entertainment Television Limited RB Entertainment Limited Total UTV Tele Talkies Limited Vikatan UTV Content Creditors include amounts: Limited UTV New Media Limited Total Payable to Subsidiaries : amounts Creditors include UTV New Media Limited Payable to Subsidiaries : UTV Tele-Talkies Limited Payable to Subsidiaries : Total New Media Limited UTV Communications (USA) LLC UTV Entertainment Limited GenxTele-Talkies Limited Indiagames Limited Total IG Interactive Entertainment Limited UTV Entertainment Television Limited RB Entertainment Limited UTV Tele Talkies Limited Vikatan UTV Content Limited UTV New Media Limited Total

2.54 0.95 117.56 26.83 0.46 22.80 2.54 0.95 171.14 22.80 -

0.39 0.15 13.26 0.07 5.19 0.59 0.39 0.15 0.07 19.65 -

(ii)

Maximum Outstanding during the year Rs. in Million Maximum 12.51 Maximum Outstanding 19.90 Outstanding during the year during Million Rs. in the year 117.56 12.51 65.15 19.90 1.53 13.30 1.77 0.07 9.49 22.80 3.08

As at March 171.14 31, 2011 Rs. in Million As at March 12.47 As at 31, 2011 11.95 March Million 31, 2011 Rs. in 24.42 117.56 12.47 26.83 11.95 0.46 2.54 24.42 0.95 22.80 171.14

As at March 19.65 31, 2010 Rs. in Million (Rs. in Million) As at March As at 31, 2010 19.50 March 31, 2010 Rs. in Million 19.50 13.26 5.19 19.50 0.59 0.39 19.50 0.15 0.07 19.65

5 (ii)

Creditors include amounts: Maximum Outstanding As at March 31, 2011 As at March 31, 2010

130

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

6 Advances/ Other Receivables from Subsidiaries are as follows :
Maximum Outstanding Maximum during the year Outstanding Rs. in Million year during the 381.05 117.56 812.92 65.15 3,230.52 1.53 18.47 13.30 6.55 1.77 5.97 0.07 30.21 9.49 114.09 22.80 20.33 3.08 26.93 As at March As at 31, 2011 March 31, 2011 Rs. in Million 381.05 117.56 797.36 26.83 3,071.48 0.46 18.47 2.54 4.59 0.95 20.32 106.09 22.80 20.33 26.93 171.14 4,446.62 As at March (Rs. at Million) As in March As at 31, 2010 March 31, 2010 Rs. in Million 630.76 13.26 219.56 5.19 2,653.26 0.59 2.42 0.39 3.34 0.15 0.91 0.07 13.96 53.04 1.52 19.65 3,578.77 As at March

Subsidiaries Subsidiaries

UTV Communications (USA) LLC* UTV Communications (USA) LLC IG Interactive Entertainment Limited* Genx Entertainment Limited UTV Global Broadcasting Limited# Indiagames Limited UTV Entertainment Television Limited# IG Interactive Entertainment Limited Genx Entertainment Limited# UTV Entertainment Television Limited UTV New Media Limited# RB Entertainment Limited First Future Agri & Developers Limited# UTV Tele Talkies Limited UTV TV Content Limited# Vikatan UTV Content Limited UTV Games Limited# UTV New Media Limited Vikatan UTV Content Limited# Total Total 5 (ii) Creditors include amounts:

31, 2011 31, 2010 Outstanding * The amounts advanced to the subsidiaries are repayable on demand along with interest. Rs. in Million Rs. in Million during the year Payable to Subsidiaries : # Repayable on demand Rs. in Million The above parties are also companies in respect of which information is required to be disclosed under the 12.47 12.51 UTV New Media Limited listing agreements with Stock Exchanges. 11.95 19.50 19.90 UTV Tele-Talkies Limited Total 24.42 19.50

Maximum

(a)

Components of Deferred Tax Assets and Liability are as under :

As at March 31, As at 2011 March 31, 2011 Rs. in Million 117.56 16.28 26.83 20.68 0.46 876.24 2.54 0.75 0.95 19.01 2.23 22.80 935.19 171.14 685.19 685.19 As at March 250.00 31, 2011 Rs. in Million (Rs. in Million) As at March As at 31, 2010 March 31, 2010 Rs. in Million 13.26 14.45 5.19 20.68 0.59 452.97 0.39 4.84 0.15 18.96 0.07 2.23 0.18 514.31 19.65 264.31 264.31 As at March 250.00 31, 2010 Rs. in Million

Particulars Particulars Deferred Tax Assets UTV Communications (USA) LLC - Provision for Doubtful Debts Genx Entertainment Limited - Provision for Doubtful Advances Indiagames Limited - Business Losses & Unabsorbed Depreciation IG Interactive Retirement Benets - Provision forEntertainment Limited UTV Entertainment Television Limited - Timing Dierence between book and tax depreciation RB Entertainment Allowable - Expense/InterestLimited only on Payment/Receipt UTV Tele Talkies Limited - Others Vikatan UTV Content Limited UTV New Media Limited Deferred Tax Liability Total 5 (ii) Creditors include amounts: - Unamortized cost of Inventory Net Deferred Tax Asset Payable to Subsidiaries :

(b)

UTV New Media minimum to the Limited UTV Tele-Talkies Limited

Provision for Current Tax of Rs. 267.97 mio (Previous Year - Rs. 61.52 mio) represents tax computed according 12.47 alternate tax provisions (u/s 115JB) of The Income Tax Act, 1961. 11.95 19.50
24.42 19.50

Total (c) Considering long term corporate strategies, future protability and virtual certainty, Deferred tax asset (net) of Rs 250 mio has been recognised as on the Balance Sheet date and the management is of the opinion that in the long run, the carry forward loss would be fully realised.

131

SCHEDULE 21 Notes to the Financial Statements (Contd.)

(Rs. in Million) Year Ended March 31, 2011 Year Ended March 31, 2010

Remuneration to Directors :
(i) Managerial Remuneration : (a) Salaries (b) Perquisites & Allowances Total 10.12 4.22 14.34 10.12 4.32 14.44

Note: The above gures excludes provision for gratuity, since the same is provided on an actuarial basis for the Company as a whole.

(ii) Calculation of net prot under Section 198/349 of the Companies Act, 1956 Prot before tax Add : Managerial remuneration Director's Sitting Fees Provision for doubtful debts Provision for doubtful advances Fixed assets written o Less: Prot / (Loss) on sale of xed assets Net Prot under Section 198/349 of the Companies Act, 1956 Maximum Remuneration Payable to Managing Director / Whole-time Director : At 10% of Net Prot Restricted to 1,339.01 14.34 0.39 5.49 (0.42) 1,359.65 135.97 14.34 Year ended March 31,2011 Rs. in Million 387.58 14.44 0.50 14.52 (0.35) 12.90 (0.75) 430.34 43.03 14.44 Year ended March 31,2010 Rs. in Million

Expenditure in foreign currency on account of :

(a) (b) (c) (d) Travelling Footage Costs Professional Fees Others 15.56 102.69 23.98 7.50 3.64 82.45 107.89 19.42

10

Earning in foreign currency :

(a) Exports calculated on FOB basis (b) Interest (c) Income from Shared Services 516.17 201.17 20.93 17.67

11

Miscellaneous Expenses include : Auditors' remuneration in respect of :

(a) Audit Fees (b) Reimbursement of Out of Pocket Expenses (c) Certication Fees/other services 4.50 0.08 0.30 4.20 0.07 0.11

132

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

12 (a) (i) Related Party Disclosures as required by Accounting Standard - 18 " Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are given below : Shareholders in the Company : Unilazer Exports & Management Consultants Limited Unilazer (Hong Kong) Limited The Walt Disney Company (Southeast Asia) Pte Limited (TWDC) * * Pursuant to Shareholders' agreement between TWDC and the founder promoter group, TWDC does not have 'control' as dened by AS-18 over the Company. (ii) Subsidiaries of the Company : UTV Communications (USA) LLC IG Interactive Entertainment Limited Indiagames Limited Ignition Entertainment Limited, UK Ignition London Limited Ignition Entertainment Limited, USA UTV Games Limited True Games Interactive, Inc UTV Global Broadcasting Limited Genx Entertainment Limited UTV Entertainment Television Limited UTV New Media Limited UTV TV Content Limited RB Entertainment Limited First Future Agri & Developers Limited UTV Teletalkies Limited Vikatan UTV Content Limited (Subsidiary of UTV TV Content Limited w.e.f. May 12, 2010) Joint Ventures of the Company: Screen Shot Television Limited (Formerly known as Smriti Irani Television Limited) Other Related Parties where common control exists: UTV News Limited* United Tele-Shopping & Marketing Company Limited# Unilazer Holdings Limited*# Television News and Entertainment (I) Limited# Vijay Broadcasting Private Limited# Unilazer Media Limited*# Unilazer Broadcasting Limited*# (Now Unilazer Television Limited w.e.f. May 23, 2011) * by virtue of directorship # by virtue of Shareholding (v) Key Management Personnel : Executive Directors Rohinton Screwvala Deven Khote

(iii)

(iv)

133

SCHEDULE 21 Notes to the Financial Statements (Contd.)

12 (b) (i) Disclosure in respect of transactions with parties referred to in item (a) (i), (ii), (iii) & (iv) above : (Rs. in Million)
Shareholders Year ended March 31, 2011 Sales and Services - UTV Communications (USA) LLC - IG Interactive Entertainment Limited - UTV Tele Talkies Limited - Genx Entertainment Limited - UTV Entertainment Television Limited - UTV New Media Limited - Indiagames Limited - RB Entertainment Limited - UTV News Limited - Vikatan UTV Content Limited Rights Purchased - UTV New Media Limited - UTV Tele Talkies Limited Sale of Assets - First Future Agri & Developers Limited Purchase of Assets - UTV New Media Limited Purchase of Equity Shares of UTV Global Broadcasting Limited from: Unilazer Exports & Management Consultants Limited Finance (Equity contributions in cash or in kind) - Conversion of Share application money to Preference Shares in IG Interactive Entertainment Limited - Share application money in IG Interactive Entertainment Limited - Refund of Share application money by Unilazer Media Limited - Refund of Share application money by IG Interactive Entertainment Limited - Equity Shares Application Money to UTV News Limited - Refund of Equity Shares Application Money by UTV News Limited - Equity Shares Application Money in Unilazer Media Limited - Equity Shares in First Future Agri & Developers Limited - Share Application Money to UTV New Media Limited - Refund of Share Application Money by UTV New Media Limited - Refund of Share Application Money by UTV Communications (USA) LLC - Equity Shares in UTV Games Limited - Preference Shares in UTV Games Limited - Share Application Money in UTV Games Limited - Share Application Money to Unilazer Holdings Limited - Refund of Equity Shares Application Money by Unilazer Holdings Limited Interest Charged to - UTV Global Broadcasting Limited - IG Interactive Entertainment Limited - Vikatan UTV Content Limited Year ended March 31, 2010 Subsidiary Companies Year ended March 31, 2011 Common Control Entities Joint Venture Companies Year ended March 31, 2010 Year ended March 31, 2011 Year ended March 31, 2010

Year ended Year ended March 31, March 31, 2010 2011

146.29 47.11 12.57 134.42 3.32 4.05 1.72 22.80 6.86 57.79 148.98 5.98

29.51 6.84 97.39 4.30 3.06 2.86 0.30 18.28 -

10.46

329.70

895.67 901.84

2,046.63 1,200.00 -

579.41

1,035.69 181.60 1,186.90 1,200.00

160.00 5.00 18.00 375.32 341.96

56.44 7.19 189.12 170.50 6.21 1,581.11 1,142.40 -

134

283.17 1.81

153.90 20.93 -

- Equity Shares Application Money in 1,200.00 Unilazer Media Limited - Equity Shares in First Future Agri & Developers Limited 160.00 - Share Application Money to UTV New FINANCIAL STATEMENTS Media Limited 5.00 56.44 - Refund of Share Application Money by UTV New Media Limited 18.00 7.19 - Refund of 21 Application Money by UTV SCHEDULE Share Notes to the Financial Statements (Contd.) Communications (USA) LLC 375.32 - Equity Shares in UTV Games Limited 189.12 (Rs. in Million) - Preference Shares in UTV Games Limited 170.50 - Share Application Money in UTV Games Shareholders Subsidiary Companies Common Control Entities Joint Venture Companies Limited 341.96 6.21 - Share Application Money to Unilazer 1,581.11 Holdings Limited Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended - Refund of Equity Shares Application Money March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, 1,142.40 by Unilazer Holdings Limited 2011 2010 2011 2010 2011 2010 2011 2010 Interest Charged to - UTV Global Sales and Services Broadcasting Limited IG Interactive Entertainment - UTV-Communications (USA) LLC Limited - Vikatan Entertainment Limited - IG Interactive UTV Content Limited - UTV Tele Talkies Limited Guarantees and Collaterals - Genx Entertainment Limited Corporate Guarantee given on behalf - UTV Entertainment Television Limited of: Ignition Entertainment Limited - UTV-New Media Limited - UTV Global Broadcasting Limited - Indiagames Limited - Indiagames Limited - RB EntertainmentLimited UTV Limited - UTV-NewsNews Limited - Genx Entertainment Limited - Vikatan UTV Content Limited - UTV Entertainment Television Limited Rights Purchased Corporate Guarantee - UTV New Media Limitedtaken from: Unilazer Exports & - UTV-Tele Talkies Limited Management Consultants Limited Ignition Sale of -Assets Entertainment Limited - First (Refer Notes to Schedule 4 in respect of Future Agri & Developers Limited guarantees given by subsidiaries favouring the Company ) Purchase of Assets - UTV New Media Limited Expenses Paid on behalf of Purchase of Equity Shares of UTV Global - UTV Limited from: BroadcastingCommunications (USA) LLC - Exports & Management Unilazer IG Interactive Entertainment Limited - UTV Global Consultants Limited Broadcasting Limited - Genx Entertainment Limited - UTV News Limited Finance (Equity contributions in cash - UTV or in kind) Games Limited - UTV Entertainment Television Limited - Conversion of Share application money to - UTV New Media Limited Preference Shares in IG Interactive - First Future Agri & Entertainment Limited Developers Limited - application money in IG Interactive - ShareUnilazer Exports & Management Consultants Limited Entertainment Limited - Refund of Share application money Unilazer Media Limited Expenses Reimbursed to - Refund of Share application money by IG - UTV New Media Limited Interactive Entertainment Limited - UTV Global Broadcasting Limited - Equity Shares Application Money to UTV - Limited NewsUTV News Limited - UTV Equity Shares Application Money - Refund of Tele Talkies Limited by UTV News Limited Loans Given - Equity Shares Application Money in - IG Media Limited UnilazerInteractive Entertainment Limited - UTV Global Broadcasting Limited - Equity Shares in First Future Agri & - UTV TV Content Developers Limited Limited - Application Money to UTV New - ShareFirst Future Agri & Developers Limited - UTV New Media Limited Media Limited - UTV Share Application - Refund of Games Limited Money by UTV - Vikatan UTV Content Limited New Media Limited - Refund of Share Application Money by UTV Loans Repaid Communications (USA) LLC - UTV Communications Limited - Equity Shares in UTV Games(USA) LLC - IG Interactive Entertainment Limited - Preference Shares in UTV Games Limited - Application Money Limited - ShareGenx Entertainmentin UTV Games - UTV Limited Global Broadcasting Limited - Application Money - ShareUTV News Limited to Unilazer - UTV Entertainment Television Limited Holdings Limited - UTV Equity Shares Application Money - Refund of TV Content Limited - Vikatan UTV Content Limited by Unilazer Holdings Limited Advances Written O Interest Charged to Screen Shot Television Limited - UTV-Global Broadcasting Limited - IG Interactive Entertainment Limited Outstanding Balance - Vikatan UTV Content Limited - Payable - UTV New Media Limited Guarantees and Collaterals - UTV Tele Talkies Limited 283.17 146.29 1.81 47.11 12.57 134.42 3.32 2,232.50 4.05 500.00 1.72 40.00 250.00 22.80 250.00 6.86 57.79 148.98 5.98 43.66 107.56 6.68 13.54 18.51 8.37 0.20 895.67 0.31 901.84 153.90 20.93 29.51 6.84 97.39 4.30 1,579.90 3.06 500.00 2.86 40.00 0.30 18.28 677.10 24.02 66.92 7.42 16.59 1.19 9.68 18.21 0.14 2,046.63 1,200.00 0.24 579.41 40.67 525.08 1,918.90 61.05 160.00 17.31 5.00 18.81 25.31 18.00 375.32 267.41 8.94 1,560.00 341.96 2.46 8.00 0.18 283.17 1.81 12.47 11.95 1,035.69 11.03 277.19 2,894.10 50.71 8.61 12.00 56.44 7.19 804.89 189.12 363.64 170.50 6.46 832.50 6.21 153.90 20.93 19.50 -

526.79 10.46

727.08 -

727.08

329.70

0.63

2.42 -

0.40 -

181.60 1,186.90 1,200.00

0.18 1,581.11 1,142.40

10.04 14.60 -

135

- UTV Global Broadcasting Limited - UTV TV Content Limited - First Future Agri & Developers Limited - UTV New Media Limited - UTV Games Limited - Vikatan UTV Content Limited

1,918.90 61.05 17.31 18.81 25.31

2,894.10 50.71 8.61 12.00 -

Loans Repaid - UTV Communications (USA) 267.41 SCHEDULE 21 EntertainmentLLC Financial Statements (Contd.) 804.89 Notes toLimited the - IG Interactive 8.94 363.64 - Genx Entertainment Limited 6.46 - UTV Global Broadcasting Limited 1,560.00 832.50 (Rs. in Million) 0.18 10.04 - UTV News Limited - UTV Entertainment Television Limited 2.46 Shareholders Subsidiary Companies - Common Control Entities Joint Venture Companies- UTV TV Content Limited 8.00 - Vikatan UTV Content Limited 0.18 Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, Advances Written O 2011 2010 2011 2010 2011 2010 2011 2010 14.60 - Screen Shot Limited Outstanding Balance Sales and Services - Payable - UTV-Communications (USA) LLC UTV New Media Limited - IG Interactive Entertainment Limited - UTV Tele Talkies Limited - UTV Tele Talkies Limited - Genx Receivable - Entertainment Limited - UTV-Entertainment Television Limited UTV Communications (USA) LLC - UTV-New Media Limited IG Interactive Entertainment Limited - Indiagames Limited - Indiagames Limited - RB Entertainment Limited Limited - Genx Entertainment - UTV-NewsGlobal Broadcasting Limited UTV Limited - Vikatan UTV Content Limited - UTV News Limited - UTV Games Limited Rights Purchased - UTV Entertainment Television Limited - UTV-New Media Limited UTV New Media Limited - UTV-Tele Talkies Limited UTV TV Content Limited - First Future Agri & Developers Limited Sale of -Assets RB Entertainment Limited - First-Future Agri &Content Limited Vikatan UTV Developers Limited - Screen Shot Television Limited Purchase of Assets - UTV New Media Limited Broadcasting Limited from: Unilazer Exports & Management Remuneration: Consultants Limited

146.29 12.47 47.11 11.95 12.57 134.42 3.32 498.60 4.05 799.89 1.72 0.46 31.42 3,071.49 22.80 20.33 19.42 6.86 57.79 106.09 20.32 148.98 49.73 5.98

29.51 6.84 19.50 97.39 4.30 644.02 3.06 219.96 2.86 0.59 0.30 8.53 2,653.24 1.52 2.57 0.91 18.28 53.04 13.96 0.07 -

10.46 0.09

0.04

2.93

2.93

Purchase Equity Shares of in Global 12 (b)of(ii) DisclosureUTVrespect of transactions with persons referred to in item (a) (v) above : 329.70 2010-11 2009-10

- Rohinton Screwvala 10.77 10.74 Finance (Equity contributions in cash - Deven Khote 3.67 3.60 or in kind) - Conversion of Share application money to Preference Shares in IG Interactive Entertainment Limited 895.67 13Share application money in IG Interactive the production/making of media software, which requires various types, qualities and - The Company is engaged in Entertainment Limited 901.84 quantities of raw materials and inputs in dierent denominations.2,046.63 the multiplicity and complexity of items, Due to - Refund of Share application money 1,200.00 it is not practicable to maintain the quantitative record/continuous stock register, as the process of making Unilazer Media Limited - Refund of Sharesoftware money byamenable to it. Hence quantitative details are not maintained by the company as is the application is not IG program Interactive Entertainment Limited 579.41 1,035.69 practice generally followed - Equity Shares Application Money to UTVby companies in the Industry. Physical stock is taken at the end of the year. 181.60 News Limited - Refund of Equity Shares Application Money 1,186.90 by UTV News Limited - Equity Shares Application Money in 14Unilazer Company has not received any information from the "suppliers" regarding their status under the Micro Small The Media Limited 1,200.00 - Equity Shares in First Enterprises Development Act, 2006 & hence disclosures, if any, relating to the amounts as at year end and Medium Future Agri & Developers Limited 160.00 together with interest paid - Share Application Money to UTV New / payable as required under the said Act have not been given. Media Limited 5.00 56.44 - Refund of Share Application Money by UTV New Media Limited 18.00 7.19 - Leases: 15Refund of Share Application Money by UTV Communications (USA) LLC 375.32 a) There Games Limited - Equity Shares in UTV are no nance leases outstanding as on the Balance Sheet date. 189.12 - Preference Shares in UTV Games Limited 170.50 b) Operating Lease: - Share Application Money in UTV Games The Companys signicant leasing arrangements are mainly in respect of oce premises. The aggregate lease rentals Limited 341.96 6.21 - Share Application Money tothese leasing arrangements are charged as rent under Other Expenses in Schedule 19. payable on Unilazer 1,581.11 Holdings Limited These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by - Refund of Equity Shares Application Money 1,142.40 by Unilazer Holdings Limited mutual consent, on mutually agreeable terms. The Company has placed a refundable deposit of Rs. 20.82 mio

136

[Previous Year Rs.21.72 Interest Charged to - UTV Global Broadcasting Limited follows : - IG Interactive Entertainment Limited - Vikatan UTV Content Limited
Guarantees and Collaterals

mio] in respect of these leasing arrangements. Future lease rentals payable are as
283.17 1.81 153.90 20.93 -

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

(Rs. in Million) Particulars Year ended March 31, 2011 20.38 Year ended March 31, 2010 26.42 0.25

Not Later than one year Later than one year but not later than ve years

16 i)

Earnings Per Share :

Year ended March 31, 2011 Year ended March 31, 2010 588.51 40,632,250 161,982 40,794,232 14.48 14.43 10

Prot after tax attributable to equity shareholders (Rs. in Million) Weighted average number of shares outstanding at year end for basic earnings per share (nos.) Add: Eect of dilutive issues of employees stock options Weighted average number of equity shares outstanding at year end for diluted earnings per share (nos.) Earning Per share (Rs) Basic Diluted Face Value Per Share (Rs)

1,338.88 40,633,079 358,706 40,991,785 32.95 32.66 10

ii)

Information on Ratios as required to be disclosed by Debentures Listing Agreement :

As on March 31, 2011 3.11 5.14 As on March 31, 2010 1.51 3.34

a) Debt Service Coverage Ratio[Earnings before Interest,Tax, Depreciation and Amortization/ (Interest + Principal Repayment-Term Loans)] b) Interest Service Coverage Ratio(Earnings before Interest,Tax, Depreciation and Amortization/ Interest Expense)

17 Segment Reporting - Segment Identication, Reportable Segments and denition of each reportable segment: Primary/Secondary Segment Reporting Format : (i) (a) The risk/return prole of the Company's business is determined predominantly by the nature of its products and services. Accordingly, the business segments constitute the primary segments for disclosure of segmentinformation. (b) In respect of secondary segment information, the Company has identied its geographical segments as (i) domestic and (ii) overseas. The secondary segment information has been disclosed accordingly. (ii) Segment Identication : Business segments have been identied on the basis of the nature of the products/services, the risk/return prole of individual businesses, the organisational structure and the internal reporting system of the Company. (iii) Reportable Segments : Reportable segments have been identied as per the criteria prescribed in Accounting Standard 17 - 'Segment Reporting' as specied in the Companies (Accounting Standards) Rules, 2006. (iv) Segment Composition : (a) Television Segment comprises television content, airtime sales and dubbing services; (b) Movies segment comprises the lm production, distribution and syndication business; (c) Games and Interactive segment comprises web & mobile business. (v) Revenue and expenses have been accounted on the basis of their relationship to the operating activities of the segment. Incomes and expenditures which are related to the Company as a whole and are not allocable to segments on a reasonable basis have been allocated under Unallocable Income and Expenditure'. Assets and Liabilities, which relate to the Company as a whole, and are not allocable to segments on a reasonable basis, have been included under Unallocable Assets and Liabilities. Inter-segment Transfers - The Company accounts for intersegment sales and transfers at cost.
137

(vi)

138
(Rs. in Million) Television March 31, 2011 March 31, 2010 March 31, 2010 2,271.85 14.89 5,456.78 1,500.02 46.47 (226.01) 18.52 1,339.00 563.30 439.49 5,639.71 4,402.99 422.65 6,625.66 15,087.21 21,712.87 3,210.69 7,218.84 10,429.53 9.23 10.01 19.24 128.00 0.89 128.89 (21.41) (1.61) 694.02 March 31, 2010 March 31, 2010 993.35 4,242.23 1,443.01 39.94 1,201.27 78.42 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2010 3,265.20 733.96 (165.34) (257.76) 76.72 387.58 4,842.48 14,026.25 18,868.73 557.98 8,367.06 8,925.04 9.46 9.60 19.06 34.81 33.44 68.25 Movies Games & Interactive Inter Segment Adjustment Total 264.10 156.26 2,904.54 42.05 401.72 -

Primary Segment

Particulars

REVENUE External Revenue RESULT Segment Result Less : Interest & Finance Charges Unallocable Other Expenditure Add : Unallocable Other Income Prot Before Taxation

OTHER INFORMATION Segment Assets Unallocable Assets Total Assets

Segment Liabilities Unallocable Liabilities Total Liabilities 4.82 4.61 4.41 4.85

SCHEDULE 21 Notes to the Financial Statements (Contd.)

Depreciation Segment Depreciation Unallocable Depreciation Total Depreciation 3.85 11.50 124.15 23.31 -

Non Cash Expenses other than Depreciation Segment Non Cash Expenditure Unallocable Non Cash Expenditure Total Non Cash Expenses other than Depreciation

Secondary Segment

March 31, 2011 4,940.61 516.17 5,456.78

March 31, 2010 3,064.03 201.17 3,265.20

REVENUE Domestic Overseas Total Revenue

ASSETS Domestic Segment Assets Unallocable Assets - in India Overseas Total Assets

6,625.66 15,087.21 21,712.87

4,842.48 14,026.25 18,868.73

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

18 In accordance with the Company's accounting policy, Rs. 347.21 mio [Previous Year Rs. 317.29 mio] is interest inventorised on movie projects during the year.

19 Employee Benets The disclosures as required as per the revised AS 15 are as under: 1 Brief description of the Plans The Company provides long-term benets in the nature of Provident fund & Gratuity to its employees. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities/insurers. The Company's dened contribution plans are provident fund, employee state insurance and employees' pension scheme (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Company's dened benet plans include gratuity benet to its employees which is funded through Life Insurance Corporation of India. The Company has recognised the following amounts in the Prot and Loss Account for the year :
(Rs in Million) Year ended March 31, 2011 Employers' Contribution to Provident Fund Employers Contribution to Employees State Insurance 11.25 0.06 11.31 Year ended March 31, 2010 7.13 0.02 7.15

Included in Contribution to Gratuity, Provident and Pension Funds (Refer Schedule 18) 3 In accordance with the Accounting Standard 15 (Revised 2005), actuarial valuation was performed in respect of the dened benet plans based on the following assumptions :
Current Year (a) Discount Rate (per annum) (b) Rate of increase in Compensation Levels (c) Expected Rate of Return on Plan Assets (per annum) 8.50% 6.00% 8.00% Previous Year 8.00% 6.00% 8.00%

139

SCHEDULE 21 Notes to the Financial Statements (Contd.)

The following tables summarise the components of net benet expenses recognised in the prot and loss account and funded status and amounts recognised in the balance sheet for the gratuity benet plan.
(Rs. in Million)

Year ended March 31,2011 A Changes in Dened Benet Obligation (i) (ii) (iii) (iv) (v) (vi) B Opening Dened Benet Obligation Interest Cost Current Service Cost Benets Paid Actuarial (Gain) / Loss Closing Dened Benet Obligation 14.53 1.16 2.56 (0.81) 0.49 17.93

Year ended March 31,2010

13.64 1.22 2.57 (0.96) (1.94) 14.53

Changes in the Fair value of Plan Assets (i) (ii) (iii) (iv) (v) (vi) Opening Fair Value of Plan Assets Expected Return on Plan Assets Contribution during the year by employer Benets Paid Actuarial Gain Closing Fair Value of Plan Assets 15.47 1.24 (0.81) 0.16 16.06 13.49 1.18 1.73 (0.96) 0.03 15.47

Reconciliation of the Present Value of Dened Benet Obligation and the Fair Value of Assets (i) Present Value of Funded Obligation as at year end (ii) Fair Value of Plan Assets as at year end (iii) Funded (Asset)/Liability recognised in the Balance Sheet (Included in Provision for Employees Retirement Benets - Schedule 14) 17.93 16.06 1.87 14.53 15.47 (0.94)

Amount recognised in the Balance Sheet (i) Present Value of Obligation as at year end (ii) Fair Value of Plan Assets as at year end (iii) Net (Asset)/Liability recognised as at year end 17.93 16.06 1.87 14.53 15.47 (0.94)

Expenses recognised in the Prot and Loss Account (i) (ii) (iii) (iv) (v) Current Service Cost Interest Cost Expected Return on Plan Assets Net actuarial Loss Total Expenses recognised in the Prot and Loss Account (Included in Contribution to Gratuity, Provident and Pension Funds - Schedule 18) 2.56 1.16 (1.24) 0.33 2.81 2.57 1.22 (1.18) (1.97) 0.64

Actual return on Plan Assets (i) Expected Return on Plan Assets (ii) Actuarial gain on Plan Assets (iii) Actual Return on Plan Assets 1.24 0.16 1.40 1.18 0.03 1.21

Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at March 31, 2011 Insurer Managed Funds 100% 1.45 0.16 2.98 100% (1.56) 0.03 0.77

Experience Adjustment On Plan Liabilities (Gains) / Losses On Plan Assets (Losses) / Gains Expected Employers contribution for the next year

140

FINANCIAL STATEMENTS

SCHEDULE 21 Notes to the Financial Statements (Contd.)

4 During the current year the Company has discontinued providing Leave Encashment to its employees. Pursuant to the same the amount of Rs. 15.16 mio has been written back.

20 Interest In Joint Ventures : The Company's interests, as venturer, in jointly controlled entities are :
Name Incorporated in India Percentage of Ownership as at March 31, 2011 50% Joint venture party Smriti Irani

Screen Shot Television Limited (Formerly Known as Smriti Irani Television Limited)

The Company's interest in the Joint Venture is reported as long-term investment (schedule 7 ) and stated at cost. The Company's share of each of the assets, liabilities, income and expense, etc (without elimination of the eect of transactions between the Company and the joint venture) related to its interests in the joint ventures, based on nancial information as certied by the auditors of the Joint ventures is as follows :
(Rs. in Million)

As at March 31,2011 I. a. b. c. Assets Fixed Assets Deferred Tax Asset Current Assets, Loans and Advances Inventories Sundry Debtors Cash & Bank Loans and Advances Liabilities Unsecured Loan Current Liabilities 0.18 1.92 1.47 0.44 For the year ended March 31, 2011 III. Income Sales & Services Other Income Expenses Direct Cost Administrative Expenses Depreciation Current/Deferred tax Contingent Liability Capital Commitment 0.18 NIL NIL

As at March 31, 2010 0.28 1.85 1.47 0.29 For the year ended March 31, 2010 1.75 1.96 1.75 0.01 NIL NIL

II. a. b.

IV. a. b. c. d. V. VI.

Subsequent to the Balance Sheet date, as on May 10, 2011, The Company has aquired remaining 50% stake in its joint venture Screen Shot Television Limited (Formerly Known as Smriti Irani Television Limited), thereby making it as its 100% subsidiary.

141

SCHEDULE 21 Notes to the Financial Statements (Contd.)

21 Business of the UTV New Media Limited. Accordingly the company had aquired the Celebrity & Video Business of January 01, 2011. 22 way of transfer of the right to use and is already subjected to Sales Tax / Value Added Tax. Pending outcome of the Writ, during the year, Company has neither collected nor deposited any service tax on this account. 23 tax liability. For the year ended March 31, 2011 , the Company will carry out a transfer pricing study to comply with 24 25 The previous year's gures have been regrouped, wherever considered necessary. Signatures to Schedules 1 to 21 which form an integral part of the Financial Statements.

For and on behalf of the Board of Directors

For Price Waterhouse & Co. Ocer Chartered Accountants Partha Ghosh Partner Membership Number: F-55913 Place : Mumbai Date : May 30, 2011

Rajeev Wagle

Rohinton Screwvala

Mohd. Sajid Ali Company Secretary Place : Mumbai Date : May 30, 2011

Sanjaya Kulkarni Director

142

FINANCIAL STATEMENTS

BALANCE SHEET ABSTRACT and Companys General Business Prole

Additional Information required under Part IV of Schedule VI to the Companies Act, 1956
(Rs. in Million) (a) Registration Details Registration No. Balance Sheet Date (b) 3 1 Date 5 0 3 Month 6 9 8 7 State Code 1 1

2 0 1 1 Year N I N I N I L L L Rights Issue Private Placement N N I I L L

Capital raised during the year Public Issue Bonus Issue Preferential Oer of Shares

(c)

Position of mobilisation and deployment of funds Total Liabilities including 1 8 2 5 6 . 2 Shareholders Funds SOURCES OF FUNDS Paid-Up Capital Reserves and Surplus Unsecured Loans APPLICATION OF FUNDS Net Fixed Assets Deferred Tax Assets 4 0 1 0 8 7 6 7 0 . . . 3 0 0

Total Assets 1

2 5 6

. 2 5

5 0 0 Secured Loans Deferred Tax Liabilities Investments 6 3 1 8 7 . 7 1

3 1 0

8 5

. 1 9

0 9 9 3

7 5

. .

9 1

3 9

8 2

. 3 7

Net Current 1 0 Assets Accumulated Losses

4 0

. 7 6

Misc. Expenditure

N I

(d)

Performance of the Company Turnover ( Total Income ) 5 4 5 Prot/(Loss) Before Tax Basic Earnings Per Share in Rs. 1 3 3

6 9

. .

7 0

8 1 5

Total Expenditure Prot/(Loss) After Tax Diluted Earnings Per Share in Rs.

4 1

1 3

6 3 3 8 3 2

. 5 2 . 8 8 . 6 6

3 2

. 9

(e)

Generic names of three principle products/services of the Company N A Item Code No. Product Description N A
143

CORPORATE INFORMATION
Name of the Company Corporate Identity Number Date of Incorporation : UTV Software Communications Limited : L72200MH1990PLC056987 : 22nd June, 1990

BOARD OF DIRECTORS : Mr. Rohinton Screwvala CMD & Chief Executive Ocer Mr. Deven Khote Executive Director Mrs. Zarina Mehta Non-Executive Director Mr. Andy Bird Non-Executive Director Mr. Kevin Mayer Non-Executive Director Mr. Robert Gilby Non-Executive Director Mr. Sanjaya Kulkarni Independent Non-Executive Director Mr. Suketu Shah Independent Non-Executive Director Mr. Darius Shro Independent Non-Executive Director Mr. Narendra Ambwani Independent Non-Executive Director Mr. Sanjay Purohit Independent Non-Executive Director Mr. Prem Mehta Independent Non-Executive Director COMPANY SECRETARY : Mohd. Sajid Ali

AUDITORS : Price Waterhouse & Co. Chartered Accountants BANKERS : State Bank of India State Bank of Mysore State Bank of Bikaner & Jaipur Allahabad Bank Oriental Bank of Commerce Bank of Baroda Standard Chartered Bank DBS Bank Deutsche Bank Axis Bank Yes Bank HDFC Bank Life Insurance Corporation of India SICOM EXIM Bank REGISTERED OFFICE : 1181-1182, 8th Floor, Solitaire Corporate Park, Guruhargovindji Marg, Chakala, Andheri (E), Mumbai- 400093. Tel No. 022-40981400 Fax No. 022-40981650 E-Mail:investor@utvgroup.com Website:www.utvgroup.com REGISTRAR AND SHARE TRANSFER AGENT : Karvy Computershare Private Limited Plot No.17 to 24,Near Image Hospital Vittalrao Nagar,Madhapur, Hyderabad-500081. Tel No. 040 242 0815-28 Fax No. 040 2340814/23420857

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SUBSIDIARIES INFORMATION

INTERNATIONAL UNITED STATES OF AMERICA UTV Communications (USA) LLC 33, Wood Avenue South, 6th Floor Iselin, NJ 08830 Tel: 732-218-6032 Fax: 732-626-7001 Ignition Entertainment Limited (USA) 500, North Central Ave Suite 930 Glendale, CA 91203 Tel: (818) 508 - 5380 Fax: (818) 502 - 0690 True Games Interactive 1300 South Bristal Street Santa Ana, CA 92861 Tel: 001 949 825 5000 JAPAN Ignition Entertainment Ltd. Da Vinci Shinjuku,4F. 4-3-17, Shinjuku, Shinjuku-ku Tokyo, 160-0022, Japan Tel: +81 (3) 5367 1670 Fax: +81 (3) 5367 1671 MAURITIUS UTV Games Ltd. Les Cascades, Edith Cavell Street, Port Louis, Mauritius Tel: +230 212 9800 Fax: +230 212 9833 UNITED KINGDOM IG Interactive Entertainment Limited 51-53 Station Road, Harrow, Middlesex, HA1 2TY UK Tel: +44 020 8861 3355 Fax: +44 020 8515 7055 Ignition Entertainment Limited (UK) 9400 Garsington Road, Oxford Business Park Oxford, OX4 2HN Tel: +44 1865 722106 Fax: +44 1865 201012 Ignition London Limited (Formerly known as Digi Guys Ltd) 9400 Garsington Road, Oxford Business Park Oxford, OX4 2HN Tel: +44 1865 722106 Fax: +44 1865 201012

INDIA UTV Entertainment Television Limited Building No. 11, 7th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1800 Fax: +91 22 4098 1813 UTV Global Broadcasting Limited Building No. 11, 7th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1800 Fax: +91 22 4098 1813 Genx Entertainment Limited Building No. 11, 7th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1800 Fax: +91 22 4098 1813 RB Entertainment Limited Building No. 11, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1497 Fax: +91 22 4098 1650 UTV TV Content Ltd. Building No. 11, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1497 Fax: +91 22 4098 1650 UTV Tele Talkies Ltd. Building No. 11, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1497 Fax: +91 22 4098 1650 Vikatan UTV Content Ltd. Building No. 11, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1497 Fax: +91 22 4098 1650 First Future Agri and Developers Limited Building No. 11, 8th Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1497 Fax: +91 22 4098 1650 Indiagames Limited 11th Floor, Vishwaroop IT Park Sector 30 A, CIDCO, Vashi Navi Mumbai 400 705 Tel: +91 22 6771 0700 Fax: +91 22 6771 0777 UTV New Media Limited Building No. 11, 1st Floor, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai 400 093 Tel: +91 22 4098 1400 Fax: +91 22 4098 1450
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