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TV Today Network Ltd.

BSE: 532515 | NSE: TVTODAY |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE038F01029 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members

The Directors have the pleasure of presenting their Nineteenth (19th ) Annual Report together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘Act’), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2017-18. The highlights of the standalone and consolidated financial results of the Company for the FY 2017-18 and FY 201617 are as under:

(Rs. in Crores)

Particulars

(Standalone)

(Consolidated)

Year Ended

Year Ended

Year Ended

Year Ended

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Income from operations

691.16

616.97

720.92

652.28

Other income

23.20

20.84

24.48

21.40

Other Gain/ (losses) (net)

0.23

(0.18)

0.23

(0.15)

Profit before Exceptional items,

Finance Costs, Depreciation and Amortization

233.77

185.84

232.34

183.82

Finance Costs

0.78

2.04

3.74

8.41

Depreciation and Amortisation

31.28

28.99

31.43

29.36

Profit before exceptional items and tax

201.71

154.81

197.17

146.05

Exceptional Items

(13.78)

8.56

(13.78)

8.56

Profit before tax

187.93

163.37

183.39

154.61

Tax expense

64.45

54.14

64.46

54.14

Net Profit

123.48

109.23

118.93

100.47

Attributable to:

Owners

123.48

109.22

118.93

102.22

Non-controlling interests

NA

NA

(1.75)

Balance amount brought forward

441.29

344.56

163.92

84.46

Amount available for appropriation

564.76

453.79

282.85

186.68

Transactions with Non-controlling interests

(10.30)

Other comprehensive income for the year

(0.38)

0.07

(0.35)

0.11

Transfer to General Reserve

Dividend on equity shares for previous year

11.93

10.44

11.93

10.44

Dividend distribution tax on dividend for previous year

2.43

2.13

2.43

2.13

Balance Carried forward

550.02

441.29

268.14

163.92

Note: The above statements and the financial figures given under the head ‘Financial Results’ are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable.

PERFORMANCE

On standalone basis your Company’s revenue from operations for FY 2017-18 at Rs.691.16 Crores has been higher by 12.03 % over last year (Rs.616.97 Crores in FY 2016-17). Profit before tax has been Rs.187.93 Crores as compared to Rs.163.37 Crores in the last year. Profit after tax has been Rs.123.48 Crores as compared to Rs.109.23 Crores during the last year.

Your Company’s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel “Aaj Tak”, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

AWARDS & RECOGNITION

Your Company continues to win awards year-after-year, thus reiterating its credible market position.

(i) Your Company won series of accolades at the prestigious

Exchange 4Media News Broadcasting Awards (ENBA) across many categories:

- Best News Channel, Hindi - Aajtak

- Best Editor in Chief, Aaj Tak - Supriya Prasad

- Best Current Affairs Programme, English (India Today TV) - Newsroom

- Best News Coverage , National, Hindi (Aaj Tak) -Demonetisation

- Best News Coverage, International, English (India Today TV) - Missing In Mosul

- Best News Coverage, International, Hindi (Aaj Tak) - Iraq Mein Sabse Badi Talash

- Best Anchor, English (India Today TV) - Rahul Kanwal

- Best Anchor, Hindi (Aaj Tak) - Sweta Singh

- Best Anchor, Hindi (Aaj Tak), (Runner Up - Jury Award) - Sayeed Ansari

- Best Spot News Reporting, Hindi (Aaj Tak) -Sweta Singh

- Best continuing Coverage Hindi (Aaj Tak) -Satender Chauhan

- Best News Producer, Hindi (Aaj Tak) - Mukul Mishra

- Best Channel or Programme Promo, English (India Today TV) - Democartic Newsroom -Hurriyat

(ii) Both Aajtak & India Today Television bagged multiple awards across several categories at Indian Television Academy Awards (ITA):

- Best Television Event, Social - Agenda Aaj Tak (Aaj Tak)

- Best Editing - Defender of India - India Today TV-Gaurav Khera

- Best News Channel, Hindi - Aaj Tak

- Best News Channel, English - India Today Television

- Best Anchor - Rajdeep Sardesai (India Today)

- Best News Show - Newsroom (India Today)

(iii) Aajtak news channel won the coveted award under the category ‘Bottom of the Pyramid’ at Pitch 50 Awards.

(iv) Your Company bagged 3 awards at BW Applause Awards. The ‘India Today Conclave 2017’ was conferred with Best Televised IP of the Year and Best IP of the Year Award. Also UP Ke Dil Me Kya Hai (Aaj Tak) was awarded with the Best Rural Engagement Award.

(v) I ndia Today TV (ITTV) won awards at Ramnath Goenka Excellence in Journalism Awards under 3 categories:

- Reporting from J&K and the Northeast - Moumita Sen for Test Kashmir

- Sports Journalism - Bipasha Mukherjea for Goal Mizoram

- Uncovering India Invisible - Manogya Loiwal for Young Minds Old Bodies

(vi) Aajtak and India Today TV (ITTV) were declared as the most trusted brand at India’s Most Trusted Brand Award ceremony.

(vii) Aajtak in Multi-Channel marketing content category won Silver Award for Sahitya at Digixx - Ad Gully 2018.

(viii) India Today Group bagged corporate Media Excellence Award at Amity University Media Excellence Award.

(ix) Aajtak.in awarded as the Best Admired Customer Engagement Website Award at ACEF - Asia Consumer Economic Forum.

(x) Aajtak.in bagged Best Mobile App and Best Use of Facebook, Best Digital Integrated Campaign (Sabse Tez Nateeje) at National Advertising And Marketing Awards.

(xi) So Sorry bagged Gold under the Best use of Video Category at Indian Digital Marketing Awards (IDMA).

(xii)Your Company bagged 4 most coveted awards at the prestigious DIGIPUB Awards. The awards won include for www.AajTak.in - Gold, TheLallantop.com - Silver, Aaj Tak Social -Silver and So Sorry - Silver.

(xiii) Aaj Tak - Sabse Tez Nateeje Campaign for UP election won Best Marketing Content Award at Drivers of Digital Awards (DOD).’

AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.2% (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Relative Share basis Imp Rs.000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 112 million viewers touching a maximum of 160.93 millions in 2017-18 (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Coverage).

INDIA TODAY TELEVISION

In the last quarter (Jan-MarRs.18) the channel grew with a relative share of 17.8% from the first quarter (April -JuneRs.17) at 14.3%. In Prime time, the channel was the No.2 in Quarter (Jan-MarRs.18).

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak’s 15 NCCS All share decreased from 0.48 (April - JuneRs.17) to 0.36 (Jan-MarRs.18) in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India in the financial year 2017-18.

DIVIDEND

Based on the Company’s performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting to Rs.2.25 i.e. @ 45% per equity share of Rs.5/- each fully paid up, for the financial year 2017-18. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.16.18 Crores (including Corporate Dividend Tax amounting to Rs.2.76 Crores). Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s Website viz. https://aajtak.intoday. in/investor/ and forms part of the Annual Report as Annexure -I

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

SHARE CAPITAL

During the year, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2018 it stood at Rs.298,268,075 divided into 59,653,615 Equity shares of Rs.5/- each.

Subsequent to the end of Financial Year, on May 22, 2018, the Company has allotted 7,500 Equity shares to an employee under TVTN ESOP Scheme 2006. Post allotment, the issued, subscribed and paid up equity share capital of the Company increased to Rs.298,305,575 consisting of 59,661,115 Equity Shares of Rs.5/- each.

DEPOSITS

The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDUCTIONS, RE-APPOINTMENT/REDESIGNATIONS, RETIREMENT & RESIGNATIONS

During the year under review, the Board of Directors of the Company at their meeting held on November 9, 2017 approved the appointment of Mr. Vivek Khanna as the Chief Executive Officer of the Company subject to the approval of the Ministry of Information and Broadcasting. The appointment of Mr. Vivek Khanna shall be effective from the date of approval of Ministry of Information and Broadcasting.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 08, 201 8 subject to the approval of the shareholders, has appointed/redesignated Ms. Kalli Purie Bhandal from Whole Time Director to Vice Chairperson & Managing Director of the Company and Mr. Aroon Purie from Chairman & Managing Director to Chairman & Whole-time Director with effect from April 1, 2018 and upto March 31, 2023.

Pursuant to the provisions of the Companies Act, 2013, Ms. Kalli Purie Bhandal, Vice Chairperson and Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

Mr. Ashok Kapur and Mr. Anil Vig, Independent Directors will be completing their present term as Independent Directors of the Company on March 31, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on May 22, 2018 subject to the approval of shareholders by special resolution, has re-appointed Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors of the Company for a further term of five years w.e.f. April 1, 2019.

The Company has received requisite notice in writing from a member proposing their name for the office of Independent Directors. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors, for the approval by the shareholders of the Company for the second term of 5 years from April 1, 2019 upto March 31, 2024.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.

Mr. Ashish Kumar Bagga resigned as Chief Executive Officer with effect from July 31, 2017. Further, Ms. Koel Purie Rinchet, Non - Executive Director and Mr. Sudhir Mehra, Independent Director resigned with effect from August 11, 2017 and October 31, 2017 respectively. The Board placed on record its sincere appreciation for valuable guidance and contribution made by the outgoing Directors during their tenure on the Board.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Directors and Senior Management Personnel.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Policy is also available on the website of the Company at https://aajtak.intoday.in/investor/

ANNUAL EVALUATION AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

A note on the familiarisation programme adopted by the Company for training of the Directors, and the details of the Board evaluation process undertaken, are set out in the Corporate Governance Report which forms a part of this report.

BOARD MEETINGS

The Board met 6 (six) times in the financial year 2017-18. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The, details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2017-18.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2018, the Company has 4 (four) subsidiary companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited.

During the year, the Company had acquired 100% of the paid-up Equity share capital of ‘Vibgyor Broadcasting Private Limited’. Accordingly, Vibgyor Broadcasting Private Limited became wholly owned subsidiary of the Company.

Further, during the year under review, the Company has invested an amount of Rs. 4,05,17,002/- in the Equity Shares of Mail Today Newspapers Private Limited.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company which forms part of the Annual Report. A report on the performance and financial position of Subsidiary Companies as per the Companies Act, 2013 is annexed in form AOC-1, as Annexure II to this Report.

Audited financial statements of the subsidiary companies for FY 2017-18 have been placed on the website of the Company https://aaitak.intoday.in/ investor/ and are not being annexed to this report. The audited financial statements of the subsidiary are available for inspection at the Company’s registered office and registered office of the subsidiary Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.

No Company has become/ceased to be Associate or Joint Venture during the financial year 2017-18.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year, the Company has transferred the unpaid/unclaimed dividend amounting to Rs.168,267/to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 31, 2017 (date of last Annual General Meeting) on the website of the Company https://aajtak.intoday. in/investor/

Further, in terms Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company has transferred 8,081 Equity Shares to the demat account of Investor Education and Protection Fund, details of which are uploaded on the website of the Company https:// aajtak.intoday.in/investor/. Also, the Company has provided an access link to the refund webpage of IEPF Authority website, so as to facilitate the easy refund procedure for its shareholders.

MAJOR EVENTS

ACQUISITION OF OPERATIONS OF DIGITAL BUSINESS FROM LIVING MEDIA INDIA LIMITED

During the year, the Company has entered into a Business Transfer Agreement with Living Media India Limited (LMIL) (Holding Company) effective from January 01, 2018 for acquisition of operations of Digital Business as a going concern on slump sale basis. Accordingly, the operations of the digital business are being carried on by the Company. Further, the Company has also entered into License Agreement with LMIL effective from January 1, 2018, giving rights of LMIL’s digital IPR’s to the Company on payment of royalty.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the year, the Board of Directors on the basis of the recommendations of the Audit Committee and subject to the approval of the Shareholders, Creditors and other concerned authorities, approved the Composite Scheme of Arrangement and Amalgamation of Mail Today Newspapers Private Limited (“Mail Today”) and India Today Online Private Limited (“ITOPL”) with the Company and their respective shareholders and creditors (hereinafter referred to as the “Scheme”) at their meeting held on December 15, 2017.

The Scheme provides for demerger of the newspaper undertaking of Mail Today and its vesting into and with the Company. It also provides for merger of ITOPL with the Company. The Scheme also provides for reduction of share capital of Mail Today and ITOPL.

The Company had filed the first motion application to National Company Law Tribunal (“NCLT”) on April 27, 2018.

PROPOSED SALE OF RADIO BUSINESS

During the year under review, the Board of Directors in its meeting held March 16, 2018, has decided not to go ahead with the transfer of the radio business of the Company, comprising of three radio stations in Delhi, Mumbai and Kolkata (currently operated under the frequency 104.8FM and brand name “ISHQ 104.8FM”) (“Radio Business”) to Vibgyor Broadcasting Private Limited (a wholly owned subsidiary of T.V. Today Network Limited).

Further, after careful consideration of various options and strategic directions of the Company’s business, the Board of Directors granted in principle approval for the sale of the Radio Business of the Company, to Entertainment Network India Limited (ENIL) as a going concern, by way of slump sale subject to approval of Ministry of Information & Broadcasting (“MIB”) and members of the Company. The Company has also entered into a Non-binding memorandum of Understanding with ENIL in this regard.

Accordingly, the Company has filed an application with MIB on March 20, 2018 for withdrawal of the application earlier made, for seeking approval to sell the Radio business to Vibgyor Broadcasting Private Limited. Also an application dated March 27, 2018 was filed with MIB for seeking approval for proposed sale of Radio Business to ENIL.

EMPLOYEES STOCK OPTION PLAN

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.

A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at https://aajtak.intoday.in/investor/

A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

STATUTORY AUDITORS

At the eighteenth (18th) Annual General Meeting of the Company, the Shareholders approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W / E300004) as the Statutory Auditors, to hold office till the conclusion of twenty third (23rd) Annual General Meeting of the Company.

AUDITORS’ REPORT

The Auditors’ Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors’ Report does

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31, 2017 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 6, 2017.

Based on the recommendations of the Audit Committee, the Board has approved the reappointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2018-19 on a remuneration of Rs.1,30,000 plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to M/s. SKG & Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the society’s sustainable development.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company’s website at https://aajtak.intoday.in/ investor/

During the year, the Board of Directors on the basis of recommendations received from CSR Committee, had approved contribution of an amount of Rs.2,83,63,043/to Care Today Fund (Implementing Agency) towards construction of household toilets to support Swachh Bharat Abhiyan initiatives. Also, part of the funds would be utilised to expand, maintain and manage existing five libraries and setting up of new libraries for the inmates of Tihar Jail. These activities were covered under the CSR policy of the Company and were in accordance with the provisions of Schedule VII of the Companies Act, 2013.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility section, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Practicing Company Secretaries’ certificate for the financial year 2017-18

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to the management. The Company has a well-defined organisational structure, authority levels and internal rules and guidelines for conducting business transactions.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

Name of the Policy

Web link

Policy on Materiality of Related party Transactions and dealing with related party transactions

http://specials.indiatoday.com/aajtaknew/pdf/Policy-

on-Materiality-of-Related-PartyTransactions-2016.pdf

Policy for determining Material subsidiaries Subsidiary-2016.pdf

http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material-

Vigil mechanism / Whistle Blower Policy

http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_

Whistle_Blower_Policy.pdf

Corporate Social Responsibility Policy

http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf

Policy on determination of Materiality

http://specials.indiatoday.com/aajtaknew/download/Policy_on_

Determination_of_Materiality.pdf

Dividend Distribution Policy

http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution-

Policy.pdf

Business Responsibility Policy

http://specials.indiatoday.com/aajtaknew/download/Business

-Responsibility-Policy.pdf

Archival Policy

http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf

The appropriate risk identification method depends on the application area (i.e. nature of activities and the hazard groups), the nature of the proiect, the proiect phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances are driven by outcomes that include:

- Avoiding the risk,

- Reducing (mitigating) the risk,

- Transferring (sharing) the risk, and

- Retaining (accepting) the risk.

POLICIES OF THE COMPANY

The Company as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 formulated the following policies:

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2017-18.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure-V and forms an integral part of this Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.

In terms of the first proviso to Section 136 of the Companies Act, 2013, the annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. The same is open for inspection at the registered office of the Company during business hours for a period starting twenty days before the date of the annual general meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary.

Except, Mr. Aroon Purie who draws remuneration of Rs.3,46,27,296 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2017-18 which would impact the going concern status of the Company and its future operations.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts of the Company on a going concern basis;

- the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all staff and is available on the internal policy portal.

No complaint of sexual harassment was received during the Financial Year 2017-18.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013.

(ii) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

(iii) No material changes and commitments, if any, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report;

(iv) No change in the nature of the business of the Company happened during the financial year under review.

ACKNOWLEDGMENT

Your Directors place on record their deep appreciation for the contribution made by employees at all levels with dedication, commitment and team effort, which helped your Company in achieving the performance during the year.

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Aroon Purie

Chairman

DIN:00002794

Address: 6, Palam Marg,

Vasant Vihar,

Place: Noida New Delhi - 110057

Date: May 22, 2018

Director’s Report