AFFLUENCE

To,

The Members of Diligent Media Corporation Limited

Your Directors have pleasure in presenting the Nineth Annual Report of your company together with Audited Statement of Accounts for the year ended on 31st March 2014.

Financial Performance

The financial performance of your Company during the Financial Year 2013-14 is summarised as below:

Dividend

In view of loss during the year, your Directors are unable to recommend dividend for the financial year ended March 31, 2014

Business Overview

Your Company is primarily engaged in publishing of DNA newspaper, an English daily newspaper circulated in major cities in India. This is the core business activity of your Company and it has established its brand in newspaper publishing. Your newspaper continues to strengthen the content architecture with the introduction of daily special interest pages, added focus on hyper local connect and many 'industry first' initiatives like a daily page of user generated content, A shadow editorial board comprising college students, etc. The revenue of the publishing vertical for the current year is Rs. 121.19 crs as compared to previous year Rs 145.34 crs.

During the year, in pursuance of a Scheme of Arrangement of company with Zee Entertainment Enterprises Limited (ZEEL), your company demerged its Media & Event Business in favour of ZEEL with effect from Effective Date of March 31, 2014. The said Scheme became effective on and from 26th September 2014 and consequently an amount of Rs. 257,84,69,614/-, being the difference between the value of assets and liabilities of Media & Event Business demerged in favour of ZEEL was adjusted against the balance lying in Securities Premium Account of the Company, as per approval accorded by the Members at the Extra Ordinary General Meeting held on 4th June, 2014.

Further consequent to a Scheme of Amalgamation of Essel Publishers Private Limited (the ultimate holding Company of the Company) with Zee Media Corporation Limited, the Company became a wholly owned subsidiary of Zee Media Corporation Limited, with effect from April 1, 2014 (Appointed Date)

Directors

Mr. Amit Goenka, Director of the Company shall retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, has offered himself for re-appointment. Your Board has recommended his appointment.

Key Managerial Personnel

During the year, Mr Deepak Rathi, Manager of the Company resigned from the Company with effect from 15th July 2014 and Mr Ravindra Mishra was appointed as Company Secretary of the Company with effect from 8th July 2014.

Fixed Deposits:

The Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

Employee Relations:

Employee relations during the year at all levels of the organization were satisfactory. The Board wishes to place on record its sincere appreciation of the devoted efforts put in by all the company’s employees for achieving good results under challenging conditions.

Auditors

The Statutory Auditors M/s B.S. Sharma & Co., Chartered Accountants, Mumbai, having Firm registration no. 128249W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Board has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s B.S. Sharma & Co., Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company for a period of three years from the conclusion of ensuing Annual General Meeting at remuneration as may be decided by the Board.

Conservation of Energy:

Since the Company is engaged in the business of publishing, distribution and marketing of DNA newspaper which does not involve any manufacturing activity, the particulars relating to Energy conservation and technology absorption are not applicable to the Company and therefore Nil.

However every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Particulars of foreign exchange earnings and outgo as required by the Section 217(1)(e) are given in Annexure 'A' to the Directors’ report.

Particulars of Employees:No employee, other than Mr. Malcolm Mistry, Chief Execuitve Officer of the Company and Mr C P Surendran, Chief Editor drew remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Directors) Rules, 1975, as amended. Requisite details of remuneration paid to employees of company during the year under review, pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Directors) Rules, 1975, is as detailed herein:

Remuneration includes Salary, Allowances, Company’s contribution to Provident fund & Other Perquisites and benefits valued on the basis of the provisions of Income Tax Act, 1961.

Director’s Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Board of Directors of the Company hereby confirm that:

i. in preparation of the financial statements for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the financial year ended 31st March, 2014;

iii. they have taken proper and sufficient care to the best of their knowledge and ability 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;

iv. they have prepared the accounts for the financial year ended 31st March, 2014 on a ‘going concern’ basis.

Acknowledgments:

Your Board takes this opportunity to place on record its appreciation for dedication and commitment of employees shown at all levels. Your Directors also express their gratitude for the valuable support and co-operation extended by various Government authorities, Company’s Shareholders, Business Partners, the Bankers, Auditors, Customers, Vendors, Distributors, Suppliers, and Executives of the respective agencies, for their continued support during the year.

ANNEXURE A to the Director’s Report PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER SECTION 217 (1) OF THE COMPANIES ACT, 1956 AND THE RULES MADE THEREIN AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2014

(a) Energy Conservation Measures Taken - NA

(b) Additional investments and proposals, if any being implemented for reduction of consumption of energy - NA

(c) impact of (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods – NA

B. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R&D)

Research & Development : Not Applicable

Technology Absorption : Not Applicable

Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo are detailed are as follow: