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Directors Report of Sun TV Network Ltd.

Mar 31, 2016

The Directors are pleased to present the Thirty First Annual Report and Audited Financial Accounts of the Company for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March 2016 are given below:

(Rs. in Crores)

Particulars For the year ended For the year ended Standalone Consolidated 31st March, 31st March, 31st March, 31st March, 2016 2015 2016 2015

Total Income 2,493.30 2,331.45 2,680.41 2,494.29

Total Expenditure (Excluding Interest & Financial Charges) 1,178.66 1,217.24 1,300.53 1,333.45

Profit before interest and tax 1,314.64 1,114.21 1,379.88 1,160.84

Interest & Financial Charges 2.11 2.22 2.20 2.29

Profit Before Extraordinary items and Tax 1,312.53 1,111.99 1,377.68 1,158.55

Extraordinary items (net) 17.97 - 17.97 -

Profit Before Tax after Extraordinary items 1,330.50 1,111.99 1,395.65 1,158.55

Provision for Taxation 463.25 374.76 475.49 375.96

Profit before minority interest & Share in Net Profit of Associates 867.25 737.23 920.16 782.59

Share in Profit from Associates - - 10.63 13.53

Profit after taxes 867.25 737.23 930.79 796.12

Profit attributable to :

Owners of Equity - - 913.38 782.04

Minority Interest - - 17.41 14.08

Profit after taxes 867.25 737.23 913.38 782.04

Accumulated Profit, beginning of the year 2,227.04 2,019.14 2,195.48 1,942.77

Interim Dividend 610.83 443.35 610.83 443.35

Tax on Interim Dividend 124.35 85.98 124.35 85.98

Profit Carried Forward 2,359.11 2,227.04 2,373.68 2,195.48

Earnings Per Share (Face value Rs.5/-) before extraordinary items 21.55 18.71 22.72 19.84

Earnings Per Share (Face value Rs.5/-) after extraordinary items 22.01 18.71 23.18 19.84

SUMMARY OF OPERATIONS

The Total Income for the year ended 31st March 2016 was Rs. 2,493.30 crores as against Rs. 2,331.45 crores during the previous year ended 31st March 2015. Profit Before Tax after extraordinary items was Rs. 1,330.50 crores as against Rs. 1,111.99 crores in the previous year. Profit After Tax after extraordinary items was Rs. 867.25 crores as against Rs. 737.23 crores in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing FM radio stations across India continues to have sustained and increased viewership of its channels with Sun TV being the most watched channel in India.

DIVIDEND

During the financial year ended 31st March 2016, the Board of Directors declared the Interim Dividends of Rs. 6.00/- per equity share (120%), Rs. 2.00/- per equity share (40%) and Rs. 7.50/- per equity share (150%) at the Board Meetings held on April 30, 2015, February 12, 2016 and March 14, 2016 respectively and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 310%, i.e., Rs. 15.50/- per equity share of face value of Rs.5.00/- each for the financial year ended 31st March 2016. (Prev. Year of 225%, i.e., Rs 11.25/- per equity share of face value of Rs.5.00/- each). The Payout ratio currently stands at 84.77%.

TRANSFER TO RESERVES

During the financial year 2015-16, no amount has been transferred to the General Reserve.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 your Directors confirm that, to the best of their knowledge and belief:

- In the preparation of the Statement of Profit & Loss for the financial year ended 31st March, 2016 and Balance Sheet as at that date ("financial statements"), the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and made such 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 profit of the Company for that period;

- Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function;

- The financial statements have been prepared on a going concern basis.

- Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

- Proper systems are in place to ensure compliance of all laws applicable to the Company;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 (2) of the Companies Act, 2013.

Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mrs. Kavery Kalanithi, Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend her re-appointment.

The information on the particulars of director eligible for re-appointment in terms of Regulation 36(3) of the Listing Regulations has been provided in annexure to the notice convening the Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. K. Vijaykumar, Managing Director and Chief Executive Officer, Mr. V.C. Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary. There has been no change in the Key Managerial Personnel during the year under review.

APPOINTMENT OF MR. R. MAHESHKUMAR AS PRESIDENT

As a part of our ongoing effort to strengthen our Management Team the Company appointed Mr. R. Maheshkumar as President with effect from 1st November 2015. Mr. R. Maheshkumar, 46 is a Chartered Accountant with over 23 years'' experience out of which more than 15 years has been with Media Industry.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") with the Stock exchanges, we continue to be a pioneer in benchmarking our corporate governance policies with the best in the media industry. The report on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Various information required to be disclosed under the Companies Act, 2013 and Schedule V of SEBI (LODR) Regulations, 2015 is set out in the Annexure - I and forms part of this report.

AUDITORS AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No: 101049W) as the Auditors of the Company approved by the Shareholders at the 29th Annual General Meeting (AGM), for a term of three years, i.e. till the conclusion of 32nd AGM, which was subject to ratification at every AGM, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the 32nd AGM of the Company to be held in the year 2017, at such remuneration plus applicable taxes, out-of-pocket expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

As per the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Smt. Lakshmmi Subramanian, Senior Partner of M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The CSR Committee of the Company has approved a CSR policy. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure II to this Report. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of this report.

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited. There has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC – 1 as Annexure V which forms part of the annual report.

MATERIAL SUBSIDIARY COMPANY

As per Regulation 16 of the Listing Regulations, your Company has no material subsidiary company, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 0.02 crores being unclaimed dividend pertaining to the financial year 2007-08, had been transferred during the current year to the Investor Education and Protection Fund established by the Central Government.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of Section 73 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1906 employees as of 31st March 2016 (previously 2005). In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required information is annexed and forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relate to and the date of this Report.

INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under Section 134 (3)(m) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard – AS 21 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company''s subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO/CFO CERTIFICATION

The Managing Director & Chief Executive Officer and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations, which forms part of the report.

APPRECIATION AND ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.

On behalf of the Board

Place: Chennai Kalanithi Maran

Date: July 8, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirtieth Annual Report and Audited Financial Accounts of the Company for the financial year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March 2015 are given below:

(Rs. in Crores)

Particulars For the year ended

31st March, 31st March, 2015 2014

Total Income 2,331.45 2,175.99

Total Expenditure 1,217.24 1,088.41

(Excluding Interest &Financial Charges)

Profit before interest and tax 1,114.21 1,087.58

Interest & Financial Charges 2.22 2.87

Profit Before Tax 1,111.99 1,084.71

Provision for Taxation 374.76 367.75

Profit after tax 737.23 716.96

Accumulated Profit, beginning of the year 2,019.14 1,811.89

Interim Dividend (443.35) (285.71)

Tax on Interim Dividend (85.98) (48.56)

Proposed Dividend - (88.67)

Tax on Proposed Dividend - (15.07)

Transfer to General Reserve - (71.70)

Profit Carried Forward 2,227.04 2,019.14

Earnings Per Share (Face value Rs.5/-) 18.71 18.19

SUMMARY OF OPERATIONS:

The total Income for the year ended 31st March 2015 was Rs. 2,331.45 crores as against Rs. 2,175.99 crores during the previous year ended 31st March 2014. Profit Before Tax was Rs. 1,111.99 crores as against Rs. 1,084.71 crores in the previous year. Profit After Tax was Rs. 737.23 crores as against Rs. 716.96 crores in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing FM radio stations across India continues to have sustained and increased viewership of its channels.

DIVIDEND:

During the financial year ended 31st March 2015, the Board of Directors has declared Interim Dividends of Rs. 2.25/- per equity share (45%), Rs. 2.25/- per equity share (45%) and Rs. 6.75/- per equity share (135%) declared at the Board Meetings held on August 8, 2014, November 7, 2014 and February 6, 2015 respectively and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 225%, i.e., Rs. 11.25/- per equity share of face value of Rs. 5.00/- each for the financial year ended 31st March 2015. (Prev. Year of 190%, i.e., Rs. 9.50/- per equity share of face value of Rs. 5.00/- each). The Payout ratio currently stands at 71.80%.

DIRECTORS'RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 your Directors confirm that, to the best of their knowledge and belief:

In the preparation ofthe Statement of Profit & Loss for the financial year ended 31st March, 2015 and Balance Sheet as at that date ("financial statements"), the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

Appropriate accounting policies have been selected and applied them consistently and made such 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 ofthe profit ofthe Company forthat period;

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 ofthe Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to reviewthe internal audit function;

The financial statements have been prepared on a going concern basis.

Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

Proper systems are in place to ensure compliance of all laws applicable to the Company;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As perthe provisions ofthe Companies Act, 2013, Mr. K. Vijaykumar, Managing Director ofthe Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.

The information on the particulars of director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in annexure to the notice convening the Annual General Meeting.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 (2) ofthe Companies Act, 2013.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTINGAGREEMENT.

As required under Clause 49 ofthe Listing Agreement with the Stock exchanges, we continue to be a pioneer in benchmarking our corporate governance policies with the best in the media industry. The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Various information required to be disclosed under the Companies Act, 2013 and Listing Agreement is set out in the Annexure - I and forms part of this report.

BUSINESS RESPONSIBILITY REPORT:

As mandated by SEBI and as per Clause 55 of the Listing Agreement with the Stock Exchanges, the Business Responsibility Report ("BR report") describing the initiatives taken by the Company from an Environmental, Social and Governance ("ESG") perspective as per SEBI's prescribed format, which is also in line with the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' as prescribed by the Ministry of Corporate Affairs, has been adopted by the Company for the financial year 2014-15; which forms a part of the Annual Report. The Business Responsibility Report is also available on our website.

AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No: 101049W) as the Auditors of the Company approved by the shareholders at the 29th Annual General Meeting (AGM), for a term of three years, i.e. till the conclusion of 32nd AGM, which was subject to ratification at every AGM, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the 31st AGM of the Company to be held in the year 2016, at such remuneration plus applicable taxes, out-of-pocket expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

As per the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure VI.

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board of Directors of the Company has, in accordance with Section 135 of the Companies Act, 2013 approved a CSR policy. The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure II to this Report along with a compliance certificate from Secretarial Auditor. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of this report.

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz., Kal Radio Limited and South Asia FM Limited. There has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC - 1 which forms part of the annual report.

MATERIAL NON - LISTED SUBSIDIARY COMPANY

As per Clause 49 of the Listing Agreement, your Company has no material non - listed subsidiary company, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125(2) of the Companies Act, 2013, an amount of Rs. 0.76 Lakhs being unclaimed dividend, will be transferred during the current year to the Investor Education and Protection Fund established by the Central Government.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of Section 73 of the Companies Act, 2013 during the financial year ended 31st March 2015.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 2005 employees as on 31st March 2015 (previously 2032). In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required information is annexed and forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under Section 134 (3)(m) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Crores)

PARTICULARS 31st March 2015 31st March 2014

Foreign Exchange Earnings 148.85 125.50

Foreign Exchange Outgo 60.86 46.47

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company's subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO / CFO CERTIFICATION

The Managing Director & Chief Executive Officer and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49(IX) of the Listing Agreement, which forms part of the report.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication - and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.

On behalf of the Board

Place: Chennai Kalanithi Maran Date: May 29, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Ninth Annual Report and Audited Financia Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March 2014 are given below:

(Rs. in Crores)

Particulars For the year ended

31st March, 2014 31st March, 2013

Total Income 2,175.99 1,872.64

Total Expenditure (Excluding Interest & Financial Charges) 1,086.74 853.91

Profit before interest and tax 1,089.25 1,018.73

Interest & Financial Charges 4.54 4.79

Profit Before Tax 1,084.71 1,013.94

Provision for Taxation 367.75 330.60

Profit after tax 716.96 683.34

Accumulated Profit, beginning of the year 1,811.89 1,632.61

Interim Dividend (285.71) (295.57)

Tax on Interim dividend (48.56) (47.95)

Proposed dividend (88.67) (78.82)

Tax on Proposed dividend (15.07) (13.39)

Transfer to General Reserve (71.70) (68.33)

Profit Carried forward 2,019.14 1,811.89

Earnings Per Share (Face value Rs.5/-) 18.19 17.34

The total Income for the year ended 31st March 2014 was Rs.2,175.99 crores as against Rs.1,872.64 crores during the previous year ended 31st March 2013. Profit Before Tax was Rs.1,084.71 crores as against Rs.1,013.94 crores in the previous year. Profit After Tax was Rs.716.96 crores as against Rs.683.34 crores in the previous year.

FINAL DIVIDEND:

For the financial year ended 31st March 2014, the Board of Directors has recommended a Final Dividend of 45%, i.e., Rs.2.25/- per equity share of face value of Rs.5.00/- each on May 23, 2014. This Final Dividend together with the Interim Dividends of Rs.2.25/- per equity share (45%), Rs.2.50/- per equity share (50%) and Rs.2.50/- per equity share (50%) declared at the Board Meetings held on August 2, 2013, November 8, 2013 and February 7, 2014 respectively during the Financial Year 2013-14 would result in a total dividend of 190%, i.e., Rs.9.50/- per equity share of face value of Rs.5.00/- each for the financial year ended 31st March 2014.(Prev Year of 190%, i.e., Rs 9.50/- per equity share of face value of Rs.5.00/- each).

The Final Dividend subject to the approval of shareholders at the ensuing Annual General Meeting on 26th September 2014 will be paid to the shareholders whose name appear in the Register of Members as on the closure date of 18th September 2014. The pay out ratio currently stands at 61.09%.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing FM radio stations across India continues to have sustained and increased viewership of its channels

Your Company had launched an ambitious initiative to monetize its vast content libraries by partnering with several globally active digital distribution platforms including YouTube and iTunes that transact with customers over the internet.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that, to the best of their knowledge and belief:

ÞI n the preparation of the Statement of Profit & Loss for the financial year ended 31st March, 2014 and Balance Sheet as at that date ("financial statements"), the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

Appropriate accounting policies have been selected and applied them consistently and made such 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 profit of the Company for that period;

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. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function;

Proper systems are in place to ensure compliance of all laws applicable to the Company;

The financial statements have been prepared on a going concern basis.

DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. S. Selvam, Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to 5 (Five) consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such Independent Directors.

Accordingly, Mr. R. Ravivenkatesh, Mr. M.K. Harinarayanan, Mr. J. Ravindran and Mr. Nicholas Martin Paul, Directors of the Company seeks re-appointment as Independent Directors as per the provisions of Section 149 of the Companies Act, 2013 for a period of 5 (Five) years.

The information on the particulars of Director eligible for appointment / re-appointment in terms of Clause 49 of the Listing Agreement has been provided in annexure to the notice convening the Annual General Meeting.

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164(2) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, we continue to be a pioneer in benchmarking our corporate governance policies with the best in the media industry. The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT:

As mandated by SEBI and as per Clause 55 of the Listing Agreement with the Stock Exchanges, the Business Responsibility Report ("BR report") describing the initiatives taken by the Company from an Environmental, Social and Governance ("ESG") perspective as per SEBI''s prescribed format, which is also in line with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' as prescribed by the Ministry of Corporate Affairs, has been adopted by the Company for the financial year 2013-14; which forms a part of the Annual Report. The Business Responsibility Report is also available on our website.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 2032 employees as on 31st March 2014 (previously 1916). In accordance with the provisions of Section 217(2A) of the Companies Act 1956 and the rules framed there under, the required information is annexed and forms part of this Report. However, as per the provisions of Section 219(1) (b) (IV) of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

The Audit Committee has recommended to the Board about the re-appointment of Statutory Auditors M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI FRN: 101049W), who retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors that they are qualified under Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014, to act as the Auditors of the Company.

The Board has duly reviewed the Statutory Auditors Report for the year ended 31st March 2014. The notes forming part of the accounts referred in the Auditors'' Report of the Company are self- explanatory and do not call for any further explanation.

In Compliance with Cost Accounting Records (Tele Communication Industry) Rules, 2011, M/s. S. Sundar & Associates (FRN:101188) was appointed as Cost Auditors of the Company for Financial Year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company''s social responsibility initiatives are implemented through Sun Foundation (the Foundation), the CSR arm of the Sun Group. During the year, your Company has donated a sum of Rs.1.07 Crores (previous year Rs.3.25 Crores) to Sun Foundation, a Charitable trust to support the various social welfare activities.

SUBSIDIARY COMPANIES

The two subsidiaries namely M/s. Kal Radio Limited and M/s. South Asia FM Limited operate FM radio stations across the country. The revenue of the two subsidiaries was at Rs.135.33 Crores for the year under review as against Rs.112.74 Crores for the previous year ended 31st March 2013. After accounting for minority interest in M/s. South Asia FM Limited the share of Profit of the two subsidiaries (Kal Radio Limited and South Asia FM Limited) is Rs.28.12 Crores as against Rs.10.85 Crores in the previous year. Ministry of Corporate Affairs, Government of India has vide its general circular No. 2/2011 granted general exemption from the requirement to attach various documents in respect of subsidiary companies, as specified in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular, is disclosed elsewhere in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

MATERIAL NON-LISTED SUBSIDIARY COMPANY

As per Clause 49 of the Listing Agreement, your Company has no material non-listed subsidiary company, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard – AS21 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company''s subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO/CFO CERTIFICATION

The Managing Director & Chief Executive Officer and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49(V) of the Listing Agreement.

PARTICULARS AS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956

In terms of the direction under Section 212(8) of the Companies Act, 1956 vide General Circular No.2/2011, bearing No.51/12/2007-CL-III dated 8-2-2011 issued by Government of India, Ministry of Corporate Affairs, the Board of Directors have passed a Resolution according consent to the Company for not attaching the financial statements in respect of all the Subsidiary Companies for the year ended 31st March, 2014.

However, a statement of the Company''s interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related information, will be made available to the Members of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection during business hours except Saturdays and holidays at the Registered Office of the Company and its respective subsidiaries.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, an amount of Rs. 0.73 Lakhs being unclaimed dividend, will be transferred during the current year to the Investor Education and Protection Fund established by the Central Government.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956 during the financial year ended 31st March 2014.

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under Section 217(1) (e) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments – mainly the Ministry of Information and Broadcasting and the Department of Telecommunication – and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.

On behalf of the Board

Place: Chennai Kalanithi Maran

Date : May 23, 2014 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty Seventh Annual Report and Audited Financial Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The financial highlights for the financial year ended 31 st March 2012 are given below:

(Rs. in Crores)

Particulars For the year ended

31st March, 2012 31st March, 2011

Total Income 1,831.57 1,970.50

Total Expenditure (Excluding Interest & Financial Charges) 799.70 813.20

Profit before interest and tax 1,031.87 1,157.30

Interest & Financial Charges 5.55 1.98

Profit Before Tax 1,026.32 1,155.32

Provision for Taxation 331.67 383.10

Profit after tax 694.65 772.22

Accumulated Profit, beginning of the year 1,442.55 1,149.07

Interim Dividend (344.82) (197.04)

Tax on Interim dividend (55.94) (32.73)

Proposed dividend (29.56) (147.78)

Tax on Proposed dividend (4.80) (23.97)

Transfer to General Reserve (69.47) (77.22)

Profit Carried forward 1,632.61 1,442.55

Earnings Per Share (Face value Rs.5/-) 17.63 19.60

The total Income for the year ended 31st March 2012 was Rs.1,831.57 crores as against Rs.1,970.50 crores during the previous year ended 31st March 2011. Profit Before Tax was Rs.1,026.32 crores as against Rs.1,155.32 crores in the previous year. Profit After Tax was Rs.694.65 crores as against Rs.772.22 crores in the previous year.

FINAL DIVIDEND:

For the financial year ended 31 st March 2012, the Board of Directors has recommended a Final Dividend of 15%, i.e., Re. 0.75/- per equity share of face value of Rs.5.00/- each on May 25, 2012. This Final Dividend together with the Interim Dividends of Rs. 2.50/- per equity share (50%), Rs. 3.75/- per equity share (75%) and Rs. 2.50/- per equity share (50%) declared at the Board meeting held on August 1,2011, November3, 2011 and February 10, 2012 respectively during the Financial Year 2011-12 would result in a total dividend of 190%, i.e., Rs.9.50/-per equity share of face value of Rs.5.00/- each for the financial year ended 31st March 2012. (Prev. Year of 175%, i.e., Rs 8.75/- per equity share of face value of Rs.5.00/- each.)

The Final Dividend subject to the approval of shareholders at the ensuing Annual General Meeting on 28th September 2012 will be paid to the shareholders whose name appear in the Register of Members as on the closure date of 14th September 2012. Your Company has steadily stepped up payment of dividends in recent years. The pay out ratio currently stands at 63%.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and also airing FM radio stations across India continued to have sustained and increased viewership of its channels.

During the year under review, your Company has launched many channels including 24 hours High Definition (HD) Channels; 24 hours Action Channels and in other genres.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. K. Vijaykumar was appointed as an Additional Director at the Board Meeting held on 20th April 2012 and as Managing Directors Chief Executive Officer of the Company for a period of 5 (five) years with effect from 20th April 2012 to 19th April 2017 subject to the approval of shareholders through Postal Ballot under Section 192A of the Companies Act, 1956.

Mr. Kalanithi Maran will be "Executive Chairman" of the Company for a period of 5 (five) years with effect from 20th April 2012 to 19th April 2017 subject to the approval of shareholders through Postal Ballot under Section 192Aof the Companies Act, 1956.

Mrs. Kavery Kalanithi will be "Executive Director" of the Company for a period of 5 (five) years with effect from 20th April 2012 to 19th April 2017 subject to the approval of shareholders through Postal Ballot under Section 192Aof the Companies Act, 1956.

Mr. R. Ravivenkatesh was appointed as an Additional Director at the Board Meeting held on 20th April 2012.

Mr. S.Sridharan has demitted his office as Director of the Company with effect from 19th August 2011. The Board appreciated his performance and efforts made by him during his fruitful tenure as Director in the Company.

Mr. K. Vijaykumar and Mr. R. Ravivenkatesh hold office till the date of the ensuing Annual General Meeting of the Company. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956 together with necessary deposits proposing the appointment of Mr. K. Vijaykumar as Director and Mr. R. Ravivenkatesh as Non-Executive Independent Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. Selvam and Mr. M.K. Harinarayanan Directors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Board recommends their re-appointment as Directors of yourCompany.

The information on the particulars of Director eligible for appointment / re-appointment in terms of Clause 49 of the listing agreement has been provided in annexure to the notice convening the Annual General Meeting.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis Report, Corporate Governance Report as well as the Auditors' Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1908 employees as of 31st March 2012 (previously 2111). In accordance with the provisions of Section 217(2A) of the Companies Act 1956 and the rules framed there under, the required information is annexed and forms part of this Report. However, as per the provisions of Section 219(1) (b) (IV) of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the said annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

The Audit Committee has recommended to the Board about the re-appointment of Statutory Auditors M/s. S.R.Batliboi & Associates, Chartered Accountants (FRN: 101049W), who retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors that they are qualified under Section 224(1 B) of the Companies Act, 1956, to act as the Auditors of the Company.

The Board has duly reviewed the Statutory Auditors Report for the year ended 31st March 2012. The notes forming part of the accounts referred in the Auditors' Report of the Company are self-explanatory and do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has donated a sum of Rs. 1.00 crore (previous year Nil) to Chief Ministers' Public Relief Fund and a sum of Rs.2.20 crores (previous year Rs.0.78 crore) to Sun Foundation, a Charitable trust to support the various social welfare activities carried out by the trust.

SUBSIDIARY COMPANIES

The two subsidiaries namely Kal Radio Limited and South Asia FM Limited operate FM radio stations across the country. The revenue of the two subsidiaries were at Rs.89.85 crores for the year under review as against Rs.86.99 Crores for the previous year ended 31st March 2011. After accounting for minority interest in South Asia FM Limited the share of loss of the two subsidiaries (Kal Radio Limited and South Asia FM Limited) is Rs.6.54 Crores as against Rs. 1.68 crores in the previous year. The Company distributes its channels in United Kingdom / Europe thro' its wholly owned subsidiary, Sun TV Network Europe Limited. Ministry of Corporate Affairs, Government of India has vide its general circular No. 2/2011 granted general exemption from the requirement to attach various documents in respect of subsidiary companies, as specified in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular, is disclosed elsewhere in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

MATERIAL NON-LISTED SUBSIDIARY COMPANY

As per Clause 49 of the Listing Agreement, your Company has no material non-listed subsidiary company, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard -AS 21 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company's subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO/CFO CERTIFICATION

The Managing Director & Chief Executive Officer and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49(v) of the listing agreement.

PARTICULARS AS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per circular no. 5/12/2007-CL-l 11 dated February 8, 2011 issued by Government of India, a general exemption under Section 212 (8) of the Companies Act, 1956 has been granted. As per this Circular, a company need not make an application to the Central Government for seeking exemption from the requirement of attaching the Directors' Report, Balance Sheet and Statement of Profit and Loss of the subsidiaries to its Balance Sheet, provided the conditions mentioned in the Circular are fulfilled.

Your Company has fulfilled these conditions and is eligible for this exemption. Accordingly, the Annual Report of your Company does not contain separate financial statements of these subsidiaries, but contains audited consolidated financial statements of the Company and its subsidiaries.

However, a statement of the Company's interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related information, will be made available to the Members seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection during business hours except Saturdays and holidays at the Registered Office of the Company and its respective subsidiaries.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956 during the financial year ended 31st March 2012.

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellites Television Broadcasting operations and the information, as intended under Section 217(1) (e) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

APPRECIATION AND ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their deep appreciation for the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication - and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, fortheir continued support.

On behalf of the Board

Place: Chennai Kalanithi Maran

Date : May 25,2012 Chairman


Mar 31, 2011

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

The Directors are pleased to present the Twenty Sixth Annual Report and Audited Financial Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

The financial highlights for the financial year ended 31st March 2011 are given below:

(Rs.in Millions)

Particulars For the year ended

31st March, 2011 31st March, 2010

Total Income 19,705.0 14,375.2

Total Expenditure (Excluding Interest & Financial Charges) 8,132.0 5,699.0

Profit before interest and tax 11,573.0 8,676.2

interest & Financial Charges 19.8 12.0

Profit Before Taxation 11,553.2 8,664.2

Provision for Taxation 3,831.0 2,990.4

Profit after tax 7,722.2 5,673.8

Accumulated Profit, beginning of the year 11,490.7 9,833.1

Interim Dividend (1,970.4) (591.1)

Tax on Interim dividend (327.3) (100.5)

Proposed dividend (1,477.8) (2,364.5)

Tax on Proposed dividend (239.7) (392.7)

Transfer to General Reserve (772.2) (567.4)

Profit Carried forward 14,425.5 11,490.7

Earnings Per Share (Face value Rs.5/-) 19.60 14.40

The total income for the year ended 31st March 2011 registered a handsome growth of 37.08% at Rs. 19,705.0 millions as against Rs.14,375.2 millions during the previous year ended 31st March 2010. Profit before taxes grew by 33.34% at Rs. 11,553.2 million as against Rs. 8,664.2 millions in the previous year. The Profit after tax was higher by 36.10% at Rs.7,722.2 million as against Rs. 5673.8 million in the previous year after providing for a higher provision towards income tax and defered tax of Rs. 3831.0 million for the year ended 31 st March 2011 inline with higher profits. Your Company continued to maintain its leadership position in the market, supported by highly popular content and a well - diversified mix of clients (national, regional and local) cutting across a broad spectrum of products and services resulting in the continuous growth of advertising and subscription revenue.

FINAL DIVIDEND:

For the financial year ended 31 st March 2011, the Board of Directors has recommended a Final Dividend of 75%., i.e., Rs.3.75 per equity share of face value of Rs.5.00 each. This Final Dividend together with the Interim Dividend of 100%., i.e., Rs.5.00 per equity share of face value of Rs.5.00 each declared on 28th January 2011 would result in a total dividend of 175 %., i.e., Rs.8.75 per equity share of face value of Rs.5.00 each for the financial year ended 31st March 2011 .(Prev. Year of 150 %., i.e., Rs 7.50 per equity share of face value of Rs.5.00 each.)

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating 20 Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing 43 FM radio stations across India has been on a high growth trajectory in the recent years. Your Company continued its dominance of the Southern region, aided by increasing viewership of its popular channels, which in turn helped in growing advertising and subscription revenues.

As part of its strategy to increase global viewership of its channels, your Company appointed Global Media Management LLC and World Media Connect LLC during the financial year to manage and grow its distribution and advertising business, respectively, in the North American market. Your Company is looking to increase its penetration of the South Indian diaspora that lives in North America and consequently, increase both subscription and advertising revenue from the region. Sun TV Network's footprint currently extends to the USA, Canada, Europe, the Middle East, Singapore, Malaysia, Sri Lanka, South Africa, Australia and New Zealand.

REGISTERED OFFICE

The construction of your Company's own office building at MRC Nagar has been completed and consequent to this the Registered Office has been shifted to our own premises at Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600028.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Mr. J. Ravindran and Mr. Nicholas Martin Paul, independent directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reappointment as Directors of your Company.

During the year under review Mr. Kalanithi Maran and Mrs Kavery Kalanithi have been re- appointed as Chairman & Managing Director and Joint Managing Director respectively with effect from 15th December, 2010 vide ordinary resolution passed through Postal Ballot dated 29th October, 2010.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with Auditors' Certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided elsewhere in the Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 2111 employees as of March 31, 2011 (previous year 1987). In accordance with the provisions of Section 217(2A) of the Companies Act 1956 and the rules framed there under, the required information is annexed and forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the said annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. S.R.Batliboi & Associates, Chartered Accountants, the Auditors of the Company retire at the conclusion of this Annual General Meeting of the Company. Your Board propose their re- appointment as the Statutory Auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has donated a sum of Rs. 7.8 millions to Sun Foundation, a Charitable trust to support the various social welfare activities carried out by the trust.

SUBSIDIARY COMPANIES

The two subsidiaries Kal Radio Limited and South Asia FM Limited together own 41 licenses of which 40 Radio stations were fully operational for the year under review. The revenue of the two subsidiaries were at Rs. 86.99 crores for the year under review as against Rs. 56.24 Crores for the previous year ended 31 st March, 2010. After accounting for minority interest in South Asia FM Limited the share of loss of the two subsidiaries (Kal Radio Limited and South Asia FM Limited) is Rs. 1.68 crores as against Rs. 39.43 crores in the previous year.

Ministry of Corporate Affairs, Government of India has vide its general circular No. 2/2011 granted general exemption from the requirement to attach various documents in respect of subsidiary companies, as specified in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular, is disclosed elsewhere in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

During the previous year your company had incorporated a wholly owned subsidiary "Sun TV Network Europe Limited" in United Kingdom to Broadcast and distribute its channels in U.K. and Europe and it has started earning revenues. The total revenue of Sun TV Network Europe Limited is Rs. 13.47 crores as against Rs. 3.32 Crores in the previous year and the Net Loss after taxes is Rs. 2.88 crores as against Rs. 8.05 Crores in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As required by the listing agreement with the Stock Exchanges, the Audited Consolidated Financial Statements prepared in Accordance with Accounting Standard-AS 21 notified by the Companies Accounting Standard Rules, 2006 are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company's subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO/CFO CERTIFICATION

The Chairman and Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under clause 49(v)ofthe listing agreement.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956 during the financial year ended 31st March 2011.

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellites Television Broadcasting operations and the information, as intended under Section 217(1) (e) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings : Rs. 690 Millions

(Previous year Rs.560.3 Million)

Foreign Exchange Outgo : Rs. 1,190.5 Millions

(Previous year Rs.651.9 Million)

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication - and other stakeholders including our viewers, content producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities.

We look forward to the future with determination and confidence.

On behalf of the Board

Place: Chennai Kalanithi Maran

Date : May 26, 2011 Chairman & Managing Director




Mar 31, 2010

The Directors are pleased to present the Silver Jubilee Twenty Fifth Annual Report and Audited Financial Accounts of the Company for the financial year ended 31 st March 2010.

FINANCIAL RESULTS

The financial highlights for the financial year ended 31st March 2010 are given below:

(Rs.in Millions)

Particulars For the year ended 31st March, 2010 31st March, 2009

Total Income 14,375.2 10,915.2

Total Expenditure (Excluding Interest & Financial Charges) 5,699.0 4,215.3

Profit before interest and tax 8,676.2 6,699.9

Interest & Financial Charges 12.0 38.9

Profit Before Taxation 8,664.2 6,661.0

Provision for Taxation 2,990.4 2,289.9

Profit after tax 5,673.8 4,371.1

Accumulated Profit, beginning of the year 9,833.1 7,051.8

Interim Dividend (591.1) (591.1)

Tax on Interim dividend (100.5) (100.5)

Proposed dividend (2,364.5) (394.1)

Tax on Proposed dividend (392.7) (67.0)

Transfer to General Reserve (567.4) (437.1)

Profit Carried forward 11,490.7 9,833.1

Earnings Per Share (Face value Rs.5/-) 14.40 11.09

The total Income for the Silver Jubilee year ended 31 st March 2010 marked a record growth of 31.70 % at Rs. 14,375.2 millions as against Rs. 10,915.2 millions during the previous year ended 31st March 2009. The year on year growth in Profit before taxes continued to grow and stood at 30.07 % at Rs. 8,664.2 million as against Rs. 6,661.0 millions in the previous year. The Profit after tax was higher by 29.80 % at Rs. 5,673.8 million as against Rs. 4,371.1 million in the previous year after providing for a higher provision towards income tax, deferred tax and fringe benefits tax of Rs. 2,990.4 million for the year ended 31 st March 2010 in line with higher profits. The growth in the revenue have been largely a function of the sustained advertising growth and subscription revenue contributed through a well diversified mix of clients (national, regional and local) across multiple product categories.

FINAL DIVIDEND:

For the financial year ended 31st March2010, the Board of Directors have recommended a Final Dividend of 120 %., i.e., Rs. 6.00 per equity share of face value of Rs.5.00 each in view of the Silver Jubilee year of the Company. This is in addition to the Interim Dividend of 30 %., i.e., Rs.1.50 per equity share of face value of Rs.5.00 each declared on January 20th 2010. This Final Dividend including the Interim Dividend would result in a total dividend of 150%., i.e., Rs.7.50 per equity share of face value of Rs.5.00 each for the financial year ended 31 st March 2010(Prev. Year 50%., i.e. , Rs.2.50 per equity share of face value of Rs.5.00 each).

BUSINESS OVERVIEW

Your Company continues to hold the leadership position as one of the largest Television Broadcasters in India, operating 20 Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing 43 FM radio stations across India. During the financial year 2009-10 Company has floated a wholly owned subsidiary, "Sun TV Network Europe Ltd" in United Kingdom to broadcast and distribute its channels in U.K. and Europe.

The financial year 2009 - 10 also saw your Companys Subsidiary South Asia FM Limited launching 1 more station at Gangtok to complete 43 ofthe 44 stations across the country.

DIRECTORSRESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of Articles of Association ofthe Company, Mr. S. Sridharan and Mr. M.K.Harinarayan, independent directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reappointment as Directors of your Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with Auditors Certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided elsewhere in the Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1987 employees as of March 31, 2010 (previous year 1545). In accordance with the provisions of Section 217(2A) of the Companies Act 1956 and the rules framed there under, the required information is annexed and forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv)of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the said annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office ofthe Company.

AUDITORS

M/s. S.R.Batliboi SAssociates, Chartered Accountants, the Auditors of the Company retire at the conclusion of this Annual General Meeting of the Company. Your Board propose their re-appointment as the Statutory Auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has donated a sum of Rs. 8.7 millions to Sun Foundation, a Charitable trust to support the various social welfare activities carried out by the trust.

SUBSIDIARY COMPANIES

The two subsidiaries Kal Radio Limited and South Asia FM Limited together own 41 licenses of which 40 Radio stations were fully operational for the year under review. The Revenues of the two subsidiaries were at Rs. 56.24 crores for the year under review as against Rs.33.17 crores for the previous year ended 31 st March 2009. After accounting for the minority interest in South Asia FM Limited the share of loss of the two subsidiaries (Kal Radio Limited and South Asia FM Limited) is Rs. 39.43 crores as against Rs. 68.78 crores in the previous year.

Your subsidiaries also re-branded their 37 FM radio stations situated outside Tamilnadu and Pondicherry to "RED FM" to ensure uniformity of the brand across India. South Asia FM Limited obtained necessary approvals from the Government of India to increase the stake of M/s. South Asia Multimedia Media Technologies Limited from 6.98% to 20%. This was achieved partly by infusion of cash, share transfers, issue of preference shares and by capitalization of loans into Compulsorily Convertible Preference Shares. Consequent to this, the stake of Sun TV Network Limited in South Asia FM Limited stands reduced to 59.15% and South Asia FM Limited became debt free Company.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as specified in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

During the current year your Company has incorporated a wholly owned subsidiary "Sun TV Europe Limited" in United Kingdom to Broadcast and distribute its channels in U.K. and Europe.

CONSOLIDATED FINANCIAL STATEMENTS

As required by the listing agreement with the Stock Exchanges, the Audited Consolidated Financial Statements prepared in accordance with Accounting Standard 21 notified by the Companies Accounting Standard Rules, 2006 are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Companys subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.

CEO/CFO CERTIFICATION

The Chairman and Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under clause 49(v)ofthe listing agreement.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956 during the financial year ended 31st March 2010.

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988

(A) CONSERVATION OF ENERGY

The Company is engaged in Satellites Television Broadcasting operations and the information, as intended under Section 217(1) (e) does not arise.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company uses the latest digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings : Rs. 560.3 Million

(Previous year Rs. 2,592.5 Million)

Foreign Exchange Outgo : Rs. 651.9 Million

(Previous year Rs. 3,059.69 Million)

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication - and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities.

On behalf of the Board

Place: Chennai Kalanithi Maran

Date : May 28, 2010 Chairman & Managing Director

 
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