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Directors Report of Sun TV Network Ltd.

Mar 31, 2023

Your Directors are pleased to present the Thirty Eighth Annual Report on the business and operation of the Company together with Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31,2023 are given below:			(Rs. in Crores)
Particulars	Standalone for the year ended		Consolidated for the year ended
Particulars	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Income	4,023.40	3749.64	4149.10	3840.79
Total Expenditure	1785.28	1556.50	1874.47	1636.71
Profit before share of profit / (Loss) from Joint Ventures and tax	2238.12	2193.14	2274.63	2204.08
Share of profit / (Loss) from joint venture	-	-	3.54	(8.71)
Profit before tax	2238.12	2193.14	2278.17	2195.37
Income tax expense	563.59	548.34	571.25	553.46
Profit for the year	1674.53	1644.80	1706.92	1641.91
Profit for the year attributable to:-
-Owners of the Company	-	-	1706.41	1641.80
-Non- Controlling Interest	-	-	0.51	0.11
Other Comprehensive Income
Net other comprehensive income not to be reclassified to profit or loss in subsequent periods	1.43	1.29	1.10	1.56
Other Comprehensive Income for the year attributable to:--
- Owners of the Company	-	-	1.08	1.53
- Non- Controlling Interest	-	-	0.02	0.03
Total comprehensive income for the year	1676.06	1646.09	1708.02	1643.47
Total Comprehensive Income for the year attributable to:
- Owners of the Company	-	-	1707.49	1643.33
- Non- Controlling Interest	-	-	0.53	0.14
Total comprehensive income for the year	1676.06	1646.09	1708.02	1643.47
Retained Earnings at the beginning of the year	6900.55	5796.33	7002.54	5901.05
Interim Dividend	591.13	541.87	591.13	541.87
Tax on Interim Dividend	-	-	-	-
Retained Earnings at the end of the year	7985.48	6900.55	8118.93	7002.54
Earnings Per Share ( Face Value Rs.5/- )	42.49	41.74	43.31	41.66

PERFORMANCE OVERVIEW

During the financial year ended March 31, 2023 total income was Rs. 4023.4 crore as against Rs. 3,749.64 crore during the previous year ended March 31,2022. Profit Before Tax was Rs. 2238.12 crore as against Rs. 2193.14 crore in the previous year. Profit After Tax was Rs. 1674.53 crore as against Rs. 1,644.80 crore in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across six languages of Tamil, Telugu, Kannada, Malayalam, Marathi and Bangla 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. The Company produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League (''IPL'') franchise âSunRisers Hyderabadâ & SunRisers Eastern Cape Cricket South Africaâs T20 League, and also opened a branch office in South Africa. The Company also operates an OTT platform âSUNNXTâ. There is no change in the nature of business of the Company.

DIVIDEND

The Board of Directors during the financial year ended March 31,2023 have declared Interim Dividends of, Rs. 5.00 per equity share (100%) of face value of Rs. 5.00 each declared on 12^th August, 2022, Rs. 3.75 per equity share (75%) declared on 11^th November, 2022, Rs. 3.75 per equity share (75%) declared on 3^rd February, 2022 and Rs. 2.50 per equity share (50%) of face value of Rs. 5.00 on 13^th March, 2023 and have not recommended any Final Dividend. The dividend payout has resulted in a total dividend of 300%, i.e., Rs. 15.00 per equity share of face value of Rs. 5.00 each for the financial year ended March 31, 2023. (Prev. Year of 275%, i.e., Rs. 13.75 per equity share of face value of Rs. 5.00 each). The Payout ratio for the year stood at 35.30%.

As per regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at www.suntv.in.

TRANSFER TO RESERVES

During the financial year 2022-23, no amount has been transferred to the General Reserve.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 the Directors to the best of their knowledge hereby state and confirm that for the year ended March 31,2023:

? In the preparation of the Statement of Profit & Loss for the financial year ended March 31,2023 and Balance Sheet at that date (âfinancial statementsâ), the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

? 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 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; and

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

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 I 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 (SAFM). SAFM is a subsidiary under section 2(87) of the Companies Act, 2013. However, the same is treated as Joint venture as per Ind-AS accounting standard framework. 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 II which forms part of the annual report. There was no change in subsidiaries, joint ventures or associate companies during the financial year under review. Financial accounts of subsidiary company for the financial year 2022-23 will be available on the Company''s website www.suntv.in

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. There are no materially significant related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company''s Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. 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. The Policy on Related Party Transactions, as formulated by the Board is available on the Company''s website at www.suntv.in

STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 139(1),141,142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No: 101049W/E300004) as Statutory Auditors for a term of five years from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting to be held in the year 2027 Further, M/s. S.R. Batliboi & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.

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 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 for the financial year under review is annexed herewith as Annexure III. The unmodified / unqualified report of Statutory Auditors and Secretarial Auditors forms part of this report.

INTERNAL AUDITORS

M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as Internal Auditors of the Company for the financial year 2023-24. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.

COST AUDITORS

Cost Records of the Company for the Financial Year 2023-24. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

MATERIAL SUBSIDIARY COMPANY

Pursuant to the Regulation 16 of the Listing Regulations, your Company has no material subsidiary company, whose turnover or net worth exceeds 10% 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. 3,54,087/- being unclaimed dividend pertaining to the financial year 2014-15 & 2015-16, had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

DIRECTORS

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

Pursuant to the provisions of the Companies Act, 2013, Mr. K. Vijaykumar (DIN: 03578076), Executive 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 information on the particulars of Director eligible for re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations has been provided in the annexure to the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

In a postal ballot dated 31^st January 2022, the Company had re-appointed Mr. Kalanithi Maran as Whole Time Director, designated as âExecutive Chairmanâ for the period of 5 years with effect from 20^th April 2022, and Mrs. Kavery Kalanithi as Whole Time Director, designated as âExecutive Directorâ for the period of 5 years with effect from 20^th April, 2022.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Kalanithi Maran, Executive Chairman, Mr. R. Mahesh Kumar, Managing Director, Mrs. Kavery Kalanithi, Executive Director, Mr. K. Vijaykumar, Executive Director, Ms. Kaviya Kalanithi Maran, Executive Director, Mr. V.C. Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary.

SHARE CAPITAL

During the year, there were no changes in the Capital Structure of the Company.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, there were no alterations made in the Memorandum and Articles of Association of the Company.

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 âListing Regulationsâ) the report on Management Discussion and Analysis, Corporate Governance as well as the Practicing Company Secretaries'' certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

In terms of Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (''Listing Regulations'') the Business Responsibility and Sustainability Report, in the prescribed format, forms an Integral Part of the Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1,086 employees as of March 31, 2023 (previously 1,106). 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 provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such information may address their email to [email protected]. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.

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 that of the 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 that occurred between the end of financial year to which this financial statements relate to and the date of this Report.

ANNUALRETURN

In accordance with the provisions of the Companies Act, 2013 the Annual Return in the prescribed format is available on the website of the Company www.suntv.in

NUMBER OF MEETINGS OF THE BOARD

During the financial year, Five Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed as per Section 173 (1) of the Companies Act.

INDEPENDENT DIRECTORS'' DECLARATION

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(1)(b) of the Listing Regulations.

POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company''s website www.suntv.in. Further, information about remuneration of individual Directors are provided in the of Annual Return Form MGT - 7.

BOARD DIVERSITY

The Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy which can be accessed at www.suntv.in.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 7 & 9).

INTERNAL FINANCIAL CONTROL

The information about internal financial controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of the report.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee comprising of Independent Directors and has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under Section 134 of the Companies Act, 2013 read with Regulation 21 of the Listing regulations. The Company has constituted a Risk Management Committee of the Board comprising of an Independent Directors of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on a Quarterly basis and evaluate its impact and the plans for mitigation. For details, please refer to the Management Discussion and Analysis report which form part of the Board''s Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting structured induction and familiarization programme of the Independent Directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As per Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy are explained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website www.suntv.in

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The financial position of each of the subsidiaries is provided in a separate statement AOC - 1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure II.

INDEPENDENT DIRECTORS'' MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

In terms of applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, the Directors individually as well as the functioning of its committees. A detailed explanation has been given in the Corporate Governance Report.

POLICY ON INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended the Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate and the policy for fair disclosure of unpublished price sensitive information has been made available on the Company''s website www.suntv.in

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted an Anti-Sexual Harassment policy in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment were received. The Company has constituted Internal Complaints Committee with four members to consider and resolve sexual harassment complaints. The Committee met once in the financial year ended March 31,2023.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016.

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, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Crores)
Particulars	March 31, 2023	March 31, 2022
Foreign Exchange Earnings	481.61	213.93
Foreign Exchange Outgo	167.36	597.23

CONSOLIDATED FINANCIAL STATEMENTS

As required by Indian Accounting Standard - Ind-AS 110 & Ind-AS 27 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 non-controlling interest of your Company''s subsidiary.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, SS-1 relating to Meetings of Board and SS-2 relating to General Meetings.

CERTIFICATIONS

The Managing Director 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 and the Managing Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Independent professional has given a Certificate on Corporate Governance Compliance and a Certificate stating that none of the Directors are disqualified, which forms part of the report.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT

Nil

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution. 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.

For and on behalf of the Board of DirectorsKalanithi Maran

Place : Chennai Chairman

Date : August 11, 2023 DIN: 00113886

Mar 31, 2022

Your Directors are pleased to present the Thirty Seventh Annual Report and Audited Financial Accounts of the Company for the financial year ended March 31,2022.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31,2022 are given below:

			(Rs. in Crores)
	Standalone		Consolidated
Particulars	for the year ended		for the year ended
Particulars	March 31,	March 31,	March 31,	March 31,
	2022	2021	2022	2021
Total Income	3749.64	3388.03	3840.79	3483.73
Total Expenditure	1556.50	1453.22	1636.71	1536.29
Profit before share of profit / (loss) from Joint Ventures and tax	2193.14	1934.81	2204.08	1947.44
Share of profit / (loss) of an joint venture	-	-	(8.71)	(6.42)
Profit before tax	2193.14	1934.81	2195.37	1941.02
Income tax expense	548.34	414.40	553.46	415.78
Profit for the year	1644.80	1520.41	1641.91	1525.24
Profit for the year attributable to: - Owners of the Company			1641.80	1525.03
- Non- Controlling Interest	-	-	0.11	0.21
Other Comprehensive Income Net other comprehensive income not to be reclassified to profit or loss in subsequent periods	1.29	1.53	1.56	1.61
Other Comprehensive Income for the year attributable to:- Owners of the Company			1.53	1.58
- Non-Controlling Interest	-	-	0.03	0.03
Total comprehensive income for the year	1646.09	1521.94	1643.47	1526.85
Total Comprehensive Income for the year attributable to: - Owners of the Company			1643.33	1526.61
- Non-Controlling Interest	-	-	0.14	0.24
Total comprehensive income for the year	1646.09	1521.94	1643.47	1526.85
Retained Earnings at the beginning of the year	5796.33	4471.43	5901.05	4571.45
Interim Dividend	541.87	197.04	541.87	197.04
Tax on Interim Dividend	-	-	-	-
Retained Earnings at the end of the year	6900.55	5796.33	7002.54	5901.05
Earnings Per Share (Face Value Rs.5/-)	41.74	38.58	41.66	38.70

The Total Income for the year ended March 31,2022 was Rs. 3,749.64 crore as against Rs. 3,388.03 crore during the previous year ended March 31, 2021. Profit Before Tax was Rs. 2,193.14 crore as against Rs. 1,934.81 crore in the previous year. Profit After Tax was Rs.1,644.80 crore as against Rs. 1,520.41 crore in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across six languages of Tamil, Telugu, Kannada, Malayalam, Marathi and Bangla 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. The Company produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League (''IPL'') franchise âSunRisers Hyderabadâ. The Company also operates an OTT platform âSUNNXT â. There is no change in the nature of business of the Company.

DIVIDEND

The Board of Directors during the financial year ended March 31,2022 have declared Interim Dividends of Rs. 3.75 per equity share (75%) of face value of Rs. 5.00 each declared on 13th August, 2021, Rs. 2.50 per equity share (50%) declared on 5th November, 2021 and 10th February, 2022 and Rs. 5.00 per equity share (100%) of face value of Rs. 5.00 on 7th March, 2022 and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 275%, i.e., Rs. 13.75 per equity share of face value of Rs. 5.00 each for the financial year ended March 31,2022. (Prev. Year of 100%, i.e., Rs. 5.00 per equity share of face value of Rs. 5.00 each). The Payout ratio for the year stood at 32.94%. The Dividend Distribution Policy is available on the website of the Company https://www.suntv.in/dividend-distribution-policy.html

TRANSFER TO RESERVES

During the financial year 2021-22, no amount has been transferred to the General Reserve. DIRECTORS'' RESPONSIBILITY STATEMENT

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

â¢ In the preparation of the Statement of Profit & Loss for the financial year ended March 31,2022 and Balance Sheet at that date (âfinancial statementsâ), the applicable accounting standards have been followed along with proper explanation relating to material departures.

â¢ 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;

â¢ 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;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited (SAFM). SAFM is a subsidiary which has been classified as Joint Venture (JV) as per Ind-AS in financial statements of the Company and accounted as per applicable Ind-AS accounting standard framework. 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 II which forms part of the annual report.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. 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.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company''s website and can be accessed at www.suntv.in.

AUDITORS AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and in accordance with the approval by the Members at the 32nd Annual General Meeting (AGM) held on September 22, 2017, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No: 117366W/W-100018), retires as Statutory Auditors of the Company at the 37th AGM. Your Board places on record their appreciation for the services provided by M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company for the past 5 years.

Based on the recommendations of the Audit Committee and upon review of confirmation of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014, your Board had recommended to the Members appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No: 101049W/E300004), as Statutory Auditors for a term of five years.

A proposal for appointment of Statutory Auditors M/s. S.R. Batliboi & Associates LLP, Chartered Accountants of the Company until the conclusion of 42nd Annual General Meeting to be held in the year 2027 forms part of the Notice of ensuing Annual General Meeting.

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 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 for the financial year under review is annexed herewith as Annexure III.

The unmodified / unqualified report of Statutory Auditors and Secretarial Auditors forms part of this report.

INTERNAL AUDITORS

M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as an Internal Auditors of the Company for the financial year 2022-23. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.

COST AUDIT

The Company maintains the Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company for the Financial Year 2022-23. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

DETAILS OF FRAUDS REPORTED BY AUDITORS

MATERIAL SUBSIDIARY COMPANY

As per Regulation 16 of the Listing Regulations, your Company has no material subsidiary company, whose turnover or net worth exceeds 10% 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. 4,83,827 being unclaimed dividend pertaining to the financial year 2013-14 & 2014-15, had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

DIRECTORS

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, Ms. Kaviya Kalanithi Maran, Executive 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations has been provided in annexure to the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

1. Mr. Jagadeeshan Ravidran resigned as Independent Director with effect from 25th September 2021.

2. In a postal ballot dated 31st January 2022, the Company had re-appointed Mr. Kalanithi Maran as Whole Time Director, designated as âExecutive Chairmanâ for the period of 5 years with effect from 20th April 2022, and Mrs. Kavery Kalanithi as Whole Time Director, designated as âExecutive Directorâ for the period of 5 years with effect from 20th April, 2022.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. R. Mahesh Kumar, Managing Director, Mr. V.C. Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary.

SHARE CAPITAL

During the year, there were no changes in the Capital Structure of the Company.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year, there were no alterations made in the Memorandum and Articles of Association of the Company.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as a part of the Annual Report and the said report will also be available on the website of the Company.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1,106 employees as of March 31, 2022 (previously 1,188). 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 provided in the Annual Report which forms part of this Report. However, as per the second proviso to Section 136(1) of the Companies Act, 2013, and as advised, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such information may address their email to [email protected]. The said information is available for inspection at the registered office of the Company during working hours upto the date of ensuing AGM.

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.

ANNUALRETURN

In accordance with the provisions of the Companies Act, 2013 the Annual Return in the prescribed format is available on the website of the Company www.suntv.in.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, Six Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed as per Section 173 (1) of the Companies Act.

INDEPENDENT DIRECTORS'' DECLARATION

The Company''s policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company''s website www.suntv.in. Further, information about remuneration package of individual directors are provided in the of Annual Return Form MGT - 7.

BOARD DIVERSITY

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 7 & 9).

INTERNAL FINANCIAL CONTROL

The information about internal financial controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of report.

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.

RISK MANAGEMENT

As per the provisions of Section 134 of the Companies Act, 2013 and Regulation 21 of the Listing Regulations, the Board has constituted a Risk Management Committee comprising of Independent Directors. The Risk Management is overseen by the Risk Management Committee of the Company on a continuous basis. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board''s Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting structured induction and familiarization programme of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

INDEPENDENT DIRECTORS'' MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

In terms of applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, the directors individually as well as the functioning of its committees. A detailed explanation has been given in the Corporate Governance Report.

POLICY ON INSIDER TRADING

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016.

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

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS	March 31, 2022	March 31, 2021
Foreign Exchange Earnings	213.93	187.32
Foreign Exchange Outgo	597.23	88.61

CONSOLIDATED FINANCIAL STATEMENTS

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, SS-1 relating to Meetings of Board and SS-2 relating to General Meetings.

CERTIFICATIONS

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

APPRECIATION AND ACKNOWLEDGMENT

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 BoardPlace : Chennai Kalanithi Maran

Date : August 12, 2022 Chairman

Mar 31, 2021

Your Directors are pleased to present the Thirty Sixth Annual Report and Audited Financial Statements of the Company for the financial year ended March 31,2021.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31,2021 are given below:

			(Rs. in Crore)
	Standalone		Consolidated
Particulars	for the year ended		for the year ended
Particulars	March 31,	March 31,	March 31,	March 31,
	2021	2020	2021	2020
Total Income	3388.03	3,653.35	3483.73	3,780.50
Total Expenditure	1453.22	1,855.47	1536.29	1,956.88
Profit before share of profit / (Loss) of Joint Ventures and tax	1934.81	1,797.88	1947.44	1,823.62
Share of profit / (Loss) from a joint venture	-	-	(6.42)	(4.17)
Profit before tax	1934.81	1,797.88	1941.02	1,819.45
Income tax expense	414.40	426.05	415.78	433.96
Profit for the year	1520.41	1,371.83	1525.24	1,385.49
Profit for the year attributable to: - Owners of the Company			1525.03	1,385.16
- Non - Controlling Interest	-	-	0.21	0.33
Other Comprehensive Income Net other comprehensive income not to be reclassified to profit or loss in subsequent periods	1.53	(0.54)	1.61	0.18
Other Comprehensive Income for the year attributable to: - Owners of the Company			1.58	0.18
- Non - Controlling Interest	-	-	0.03	0.00
Total comprehensive income for the year	1521.94	1,371.29	1526.85	1,385.67
Total Comprehensive Income for the year attributable to: - Owners of the Company			1526.61	1,385.34
- Non - Controlling Interest	-	-	0.24	0.33
Total comprehensive income for the year	1521.94	1,371.29	1526.85	1,385.67
Retained Earnings at the beginning of the year	4471.43	4,287.86	4571.45	4,373.83
Interim Dividend	197.04	985.21	197.04	985.21
Tax on Interim Dividend	-	202.51	-	202.51
Retained Earnings at the end of the year	5796.33	4,471.43	5901.05	4,571.45
Earnings Per Share (Face Value Rs.5/-)	38.58	34.81	38.70	35.16

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31,2021 was Rs. 3,388.03 crore as against Rs. 3,653.35 crore during the previous year ended March 31, 2020. Profit Before Tax was Rs. 1934.81 crore as against Rs. 1,797.88 crore in the previous year. Profit After Tax was Rs. 1,520.41 crore as against Rs. 1,371.83 crore in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across five languages of Tamil, Telugu, Kannada, Malayalam and Bangla 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. The Company produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League (âIPLâ) franchise âSun Risers Hyderabadâ.The Company also operates an OTT platform âSUNNXT â. There is no change in the nature of business of the Company.

DIVIDEND

The Board of Directors during the financial year ended March 31,2021 have declared Interim Dividend of Rs. 5.00 per equity share (100%) of face value of Rs. 5.00 each declared on February 8, 2021 and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 100%, i.e., Rs. 5.00 per equity share of face value of Rs. 5.00 each for the financial year ended March 31,2021. (Prev. Year 500%, i.e., Rs. 25.00 per equity share of face value of Rs. 5.00 each). The Payout ratio for the current year stood at 12.96%.

TRANSFER TO RESERVES

During the financial year 2020-21, no amount has been transferred to the General Reserve. DIRECTORSâ RESPONSIBILITY STATEMENT

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

â¦ In the preparation of the Statement of Profit & Loss for the financial year ended March 31,2021 and Balance Sheet at that date (âfinancial statementsâ), the applicable accounting standards have been followed along with proper explanation relating to material departures.

â¦ 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;

â¦ 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;

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

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

â¦ Proper systems are in place to ensure compliance of all laws applicable to the Company; CORPORATE SOCIAL RESPONSIBILITY (CSR)

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Armâs Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. 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.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companyâs website and can be accessed at www.suntv.in.

AUDITORS AND SECRETARIAL AUDITORS

At the 32^nd Annual General Meeting (AGM) held on September 22, 2017 the shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No: 117366W/W-100018), as the Statutory Auditors of the Company for a term of five years, i.e. till the conclusion of 37^th AGM to be held in the year 2022. Pursuant to the amendment of Section 139 of the Companies Act, 2013, the requirement of seeking ratification for continuance of the Statutory Auditors at every AGM is no longer required and accordingly the Notice of ensuing AGM does not include the proposal of seeking shareholderâs ratification for continuance of Statutory Auditors.

The unmodified / unqualified report of Statutory Auditors and Secretarial Auditors forms part of this report.

INTERNAL AUDITORS

M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as an Internal Auditors of the Company for the financial year 2021-22. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.

COST AUDIT

The Company maintains the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company for the Financial Year 2020-21. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

DETAILS OF FRAUDS REPORTED BY AUDITORS

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 3,28,475/- being unclaimed dividend pertaining to the financial year 2012-13 & 2013-14, had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

DIRECTORS

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, Mr. R. Mahesh Kumar, Managing 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 information on the particulars of director eligible for re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in annexure to the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

There were no changes in the composition of the Board during the year 2020-21.

KEY MANAGERIAL PERSONNEL

SHARE CAPITAL

During the year, there were no changes in the Capital Structure of the Company.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year, there were no alterations made in the Memorandum and Articles of Association of the Company.

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

BUSINESS RESPONSIBILITY REPORT

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1,188 employees as of March 31,2021 (previously 1,352). 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 provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours.

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 Companyâs 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

ANNUALRETURN

In accordance with the provisions of the Companies Act, 2013, the Annual Return in the prescribed Format is available at the website of the Company www.suntv.in.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, Four Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed one hundred and twenty days.

INDEPENDENT DIRECTORSâ DECLARATION

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(1)(b) of the Listing Regulations.

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Companyâs website www.suntv.in. Further, information about elements of remuneration package of individual directors are provided in the extract of Annual Return Form MGT - 9.

BOARD DIVERSITY

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 7&9).

INTERNAL FINANCIAL CONTROL

The information about internal financial controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of the report.

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.

RISK MANAGEMENT

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy are explained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The financial position of each of the subsidiaries is provided in a separate statement AOC -1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure II.

INDEPENDENT DIRECTORSâMEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

POLICY ON INSIDER TRADING

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted an Anti-Sexual Harassment policy in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, no complaints on sexual harassment were received. The Company has constituted Internal Complaints Committee with four members to consider and resolve sexual harassment complaints. The Committee met once in the financial year ended March 31,2021.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Crore)
PARTICULARS	March 31,2021	March 31,2020
Foreign Exchange Earnings	187.32	211.58
Foreign Exchange Outgo	88.61	82.48

CONSOLIDATED FINANCIAL STATEMENTS

COMPLIANCE WITH SECRETRIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATIONS

APPRECIATION AND ACKNOWLEDGEMENT

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 BoardPlace : Chennai Kalanithi Maran

Hato Â¦ Aunuct f!hairman

Mar 31, 2019

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

Your Directors are pleased to present the Thirty Fourth Annual Report and Audited Financial Statements of the Company for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31, 2019 are given below:

			(Rs. in Crore)
Particulars	Standalone for the year ended		Consolidated for the year ended
Particulars	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018
Total Income	3,883.22	3,002.10	4,009.65	3,105.29
Total Expenditure	1,747.28	1,343.70	1,840.32	1,410.33
Profit before share of profit from Joint Ventures and tax	2,135.94	1,658.40	2,169.33	1,694.96
Share of profit from joint ventures	-	-	15.41	22.98
Profit before tax	2,135.94	1,658.40	2,184.74	1,717.94
Income tax expense	741.08	565.36	751.06	582.42
Profit for the year	1,394.86	1,093.04	1,433.68	1,135.52
Profit for the year attributable to:
- Owners of the Company	-	-	1433.27	1,135.12
- Non-Controlling Interest	-	-	0.41	0.40
Other Comprehensive Income for the year
Net other comprehensive income not to be reclassified to profit or loss in subsequent periods	(0.54)	(0.40)	(1.31)	(0.87)
Other Comprehensive Income for the year attributable to:
- Owners of the Company	-	-	(1.29)	(0.86)
- Non-Controlling Interest	-	-	(0.02)	(0.01)
Total comprehensive income for the year	1,394.32	1,092.64	1432.37	1,134.65
Total Comprehensive Income for the year attributable to:
- Owners of the Company	-	-	1431.96	1,134.25
- Non-Controlling Interest	-	-	0.41	0.40
Total comprehensive income for the year	1,394.32	1,092.64	1432.37	1,134.65
Retained Earnings at the beginning of the year	3,487.41	2,869.09	3535.73	2,875.80
Interim Dividend	492.61	394.09	492.61	394.09
Tax on Interim Dividend	101.26	80.23	101.26	80.23
Retained Earnings at the end of the year	4,287.86	3,487.41	4373.83	3,535.73
Earnings Per Share (Face Value Rs. 5/-)	35.39	27.74	36.38	28.81

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31, 2019 was Rs. 3,883.22 crore as against Rs. 3,002.10 crore during the previous year ended March 31, 2018. Profit Before Tax was Rs. 2,135.94 crore as against Rs. 1,658.40 crore in the previous year. Profit After Tax was Rs. 1,394.86 crore as against Rs. 1,093.04 crore 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 also 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.

Your Company commenced the transmission of new Bengali general entertainment channel SUN Bangla on February 3, 2019. With 3.5 hours of programming per day, SUN Bangla will be available as a free to air channel initially.

M/s. Kal Radio Limited, subsidiary of your Company, had launched 6 more FM Radio Stations in Second Batch of Private FM Radio Phase III Channels catering to southern cities of India and 5 More FM Radio Stations was launched in Second Batch of Private FM Radio Phase III Channels by your Company''s subsidiary, M/s. South Asia FM Limited catering to Northern, Eastern & Western parts of India.

DIVIDEND

In accordance with the Dividend Distribution Policy adopted by the Board and available on the website of the Company, the Board of Directors during the financial year ended March 31, 2019 have declared an interim dividend of Rs. 5.00 per share (100%) at their Board meeting held on August 10, 2018 and Rs. 2.50 per share (50%) each at their Board meetings held on November 2, 2018, Februarys, 2019 and March 8, 2019 respectively resulting in a total dividend of 250%, i.e., Rs. 12.50 per equity share of face value of Rs. 5.00 each for the financial year ended March 31, 2019. (Prev. Year - 200%, i.e., Rs. 10.00 per equity share of face value of Rs. 5.00 each) and have not recommended any Final Dividend. The Payout ratio currently stands at 42.58% of current year profit after taxes.

TRANSFER TO RESERVES

During the financial year 2018 -19, no amount has been transferred to the General Reserve.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

Â» In the preparation of the Statement of Profit & Loss for the financial year ended March 31, 2019 and Balance Sheet at that date ("financial statements"), the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

Â» 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;

Â» 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;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY(CSR)

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited (SAFM). SAFM is a subsidiary which has been classified as Joint Venture (JV) as per Ind-AS in financial statements of the Company and accounted as per applicable Ind-AS accounting standard framework. 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 II which forms part of the annual report.

TRANSACTIONS WITH RELATED PARTIES

The information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report as Annexure lll.

AUDITORS AND SECRETARIAL AUDITORS

At the 32nd Annual General Meeting (AGM) held on September 22, 2017 the shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No: 117366W/W-100018), as the Statutory Auditors of the Company for a term of five years, i.e. till the conclusion of 37th AGM to be held in the year 2022. Pursuant to the amendment of Section 139 of the Companies Act, 2013, the requirement of seeking ratification for continuance of the Statutory Auditors at every AGM is no longer required and accordingly the Notice of ensuing AGM does not include the proposal of seeking shareholder''s ratification for continuance of Statutory 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 Mrs. 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 for the financial year under review is annexed herewith as Annexure IV.

The unmodified / unqualified report of Statutory Auditors and Secretarial Auditors forms part of this report.

COST AUDIT

In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company for the financial year 2018 -19. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

MATERIAL SUBSIDIARY COMPANY

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125(2) of the Companies Act, 2013, an amount of Rs. 4,37,120 being unclaimed dividend pertaining to the financial year 2010-11, had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

DIRECTORS

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, Mr. K. Vijaykumar, 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 information on the particulars of director eligible for re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

The Company through postal ballot dated April 26, 2019 made the following changes in the Board of Directors:

1. Mr. R. Mahesh Kumar was appointed as a Director and Managing Director of the Company and Ms. Kaviya Kalanithi Maran was appointed as a Director and an Executive Director, both with effect from April 1, 2019.

2. Mr. K. Vijaykumar who resigned as Managing Director and Chief Executive Officer with effect from March 31, 2019 and continues on the Board as an Executive Director with effect from April 1, 2019.

3. Mr. Sridhar Venkatesh and Mr. Desmond Hemanth Theodore were appointed as Independent Directors of the Company with effect from April 1, 2019.

4. The Independent Directors Mr. J. Ravindran, Mr. Nicholas Martin Paul, Mr. M.K. Harinarayanan and Mr. R. Ravivenkatesh whose first term of office expires on September 25, 2019 have been appointed for a second term of five consecutive years on the Board of the Company with effect from September 26, 2019.

KEY MANAGERIAL PERSONNEL

There has been no change in the Key Managerial Personnel except appointment of Mr. R. Mahesh Kumar as Managing Director in place of Mr. K. Vijayakumar, presently an Executive Director.

CHANGES IN CAPITAL STRUCTURE, MEMORANDUM AND ARTICLES OF ASSOCIATION:

There is no change in the Capital Structure, Memorandum and Articles of Association during the financial year under review.

The Company through Postal Ballot dated April 26, 2019 increased its Authorised Capital to Rs. 600 Crore (Rupees Six Hundred Crore Only) from Rs. 225 Crore (Rupees Two Hundred and Twenty Five Crore Only), the Memorandum and Articles of Association have also been amended to be in line with the Companies Act, 2013.

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.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report and the said report will also be available on the website of the Company.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1476 employees as of March 31, 2019 (previously 1682). 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 provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours.

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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 will be available on the website of the Company www.suntv.in.

NUMBER OF MEETINGS OF THE BOARD

INDEPENDENT DIRECTORS'' DECLARATION

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(1)(b) of the Listing Regulations.

POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company''s website www.suntv.in. Further, information about elements of remuneration package of individual directors are provided in the extract of Annual Return Form MGT - 9.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has not given any loans or provided any guarantees and details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 6 & 9).

INTERNAL CONTROL

The information about internal control is set out in the Management Discussion & Analysis Report, which is attached and forms part of report.

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.

RISK MANAGEMENT

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy are explained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The financial position of each of the subsidiaries is provided in a separate statement AOC -1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure ll.

INDEPENDENT DIRECTORS'' MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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 Crore)

PARTICULARS	March 31, 2019	March 31, 2018
Foreign Exchange Earnings	216.95	171.18
Foreign Exchange Outgo	74.18	70.50

CONSOLIDATED FINANCIAL STATEMENTS

As required by Indian Accounting Standard - Ind AS 110 and Ind AS 27 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 non-controlling interest of your Company''s subsidiary.

CERTIFICATIONS

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors thank and express their gratitude for the support and co-operation received from the Central Government, mainly the Ministry of Information and Broadcasting and the Department of Telecommunication, and State Governments and other stakeholders including viewers, producers, vendors, 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, 2019	Chairman

ANNEXURE I : ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

(Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014)

1. A brief outline of the Company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes

The Corporate Social Responsibility Committee of the Board had approved a CSR policy with primary focus on promotion of education, health care, women empowerment, environmental sustainability, contributing to rural development projects and promotion of Arts and Culture. Besides these focus areas, the Company shall also undertake any other CSR activities listed in Schedule VII of the Companies Act, 2013. The CSR Policy of the Company can be viewed on www.suntv.in

2. Composition of the CSR Committee

Mr. K. Vijaykumar - Chairman

Mrs. Kavery Kalanithi - Member

Mr. Nicholas Martin Paul - Member

3. Average net profit of the company for the last three financial years - Rs. 1,447.45 crore

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) - Rs. 28.95 crore

5. Details of CSR spend during the Financial Year 2018-19:

a) Total amount to be spent for the financial year 2018-19-Rs. 28.95 crore

b) Amount unspent, if any -*

c) Manner in which the amount spent during the financial year is detailed below:

						(Rs. in Crore)
S.No.	Projects / Activities	Sector	Locations	Amount Outlay (Budget) Project or Programs wise	Amount spent on the project or programs	Cumulative Expenditure upto the reporting periods	Amount spent : Direct or through implementing agency
1.	Construction of classrooms, Medical aid for needy and poor and preventive healthcare	Promoting Education and healthcare	Across India	-	16.66	16.66	Through Trust -Sun Foundation
2.	Promoting education, infrastructure in Public Schools, sanitation, preventive health care and other facilities in the slum area.	Promoting Education, health care and sanitation, slum area development	Tamil Nadu		6.00	6.00	Through World Vision India*
3.	Promotion of Arts and Culture	Promotion of Arts and Culture	Tamil Nadu		3.50	3.50	Direct
4.	Relief for Flood affected people of Tamil Nadu and Kerala	Chief Minister''s Public Relief Fund, for Gaja Cyclone	Tamil Nadu		2.00	3.00	Direct
4.	Relief for Flood affected people of Tamil Nadu and Kerala	Chief Minister''s Distress Relief Fund, for Flood relief in Kerala	Kerala		1.00	3.00	Direct
Total				-	29.16	29.16

*6. The Company has cleared projects with World Vision India for Promoting education, infrastructure in Public Schools, sanitation, preventive health care and other facilities in the slum area and will contribute Rs. 6.00 crore to them on or before the ensuing Annual General Meeting for the said projects.

7. The implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

K. Vijaykumar	Nicholas Martin Paul
Chairman of CSR Committee	Director

ANNEXURE - II FORM AOC -1

(Pursuant to first proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries / associate companies /joint ventures

Part "A" : Subsidiaries (All amounts are in Crore of Indian Rupees, unless otherwise stated)

S. No.	Particulars	Name of the Subsidiary
S. No.	Particulars	M/s. Kal Radio Limited
1.	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	April 1, 2018 to March 31, 2019
2.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	INR
3.	Share Capital	151.17
4.	Reserves & Surplus	202.33
5.	Total Assets	391.57
6.	Total Liabilities	391.57
7.	Investments	17.94
8.	Turnover	119.27
9.	Profit before taxation	33.38
10.	Provision for taxation	9.98
11.	Profit after taxation	23.40
12.	Total Comprehensive Income	22.79
13.	Proposed Dividend	-
14.	% of Shareholding	98.18%

Part "B": Associates and Joint Ventures (All amounts are in Crore of Indian Rupees, unless otherwise stated)

S. No.	Particulars	Name of the Joint Venture
S. No.	Particulars	M/s. South Asia FM Limited
1.	Latest audited Balance Sheet date	March 31, 2019
2.	Shares of Joint Venture held by the Company on the year end No.	22,69,92,000
	Amount of Investment	309.24
	Extent of Holding %	59.44%
3.	Description of how there is significant influence	NA
4.	Reason why the Joint Venture is not consolidated	NA
5.	Net worth attributable to Shareholding as per latest audited Balance Sheet	749.75
6.	Profit / Loss for the year
	i. Considered in Consolidation	15.41
	ii. Not Considered in Consolidation	NA
7.	Total Comprehensive income for the year
	i. Considered in Consolidation	15.25
	ii. Not Considered in Consolidation	NA

ANNEXURE - III

FORM AOC - 2

(Pursuant to Clause (h) of Section 134(3) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto-

1. Details of contracts or arrangements or transactions not at arm''s length basis - NIL.

2. Details of material contracts or arrangement or transactions at arm''s length basis-

(I) a) Name(s)of the related party and nature of relationship-

(A) Enterprise in which Directors or their relatives have significant influence.

(i) M/s. Sun Direct TV Private Limited (ii) M/s. Kal Publications Private Limited (iii) M/s. Sun Distribution Services Private Limited (iv) M/s. Sun Business Solutions Private Limited (v) M/s. Kal Comm Private Limited (vi) M/s. Kal Airways Private Limited (vii) M/s. Kal Media Services Private Limited (viii) M/s. Gemini TV Distribution Services Private Limited (ix) M/s. Udaya FM Private Limited.

(B) Subsidiary Companies

(i) M/s. Kal Radio Limited (ii) M/s. South Asia FM Limited

b) Nature of transaction - Sharing of resources between the parties.

c) Duration of the transaction - Five Years.

d) Salient terms of the transaction including the value, if any - Sharing between the parties the resources, business support services and other facilities such as office space, man power, electricity, telephone, stationery, hospitality services and technical know-how and right to use softwares, movies and other contents or any other services as agreed between them, each subject to maximum permissible limit of 10% of the turnover.

e) Date of approval by the Board, if any- May 11, 2018.

f) Amount paid as advances, if any - NIL

(II) a) Name(s) of the related party and nature of relationship - M/s. Sun Business Solutions

Private Limited, enterprise in which Director or their relatives have significant influence.

b) Nature of transaction-Theatrical Distribution and Promotion of Films.

c) Duration of the transaction-Two years.

d) Salient terms of the transaction including the value, if any - M/s. Sun Business Solutions Private Limited was granted license to distribute, exhibit, exploit, films in prominent and reputed theatres including promoting the films, subject to maximum permissible limit of 10% of the turnover.

e) Date of approval by the Board, if any-November 2, 2018.

f) Amount paid as advances, if any- NIL

(Ill) a) Name(s) of the related party and nature of relationship - M/s. Sun Direct TV Private Limited, enterprise in which Director or their relatives have significant influence.

b) Nature of transaction-Distribution/Transmission of Channels.

c) Duration of the transaction - One year with renewal option.

d) Salient terms of the transaction including the value, if any-M/s. Sun Direct TV Private Limited was granted a non-exclusive license to receive the signals of the television channels directly from designated satellites and retransmit the same through its addressable system to the subscribers securely in an encrypted manner during the term, subject to maximum permissible limit of 10% of the turnover.

e) Date of approval by the Board, if any - November 2, 2018.

f) Amount paid as advances, if any-NIL

	On behalf of the Board
Place : Chennai	Kalanithi Maran
Date : May 23, 2019	Chairman

ANNEXURE - IV SECRETARIAL AUDIT REPORT

Secretarial Audit Report for the financial year ended March 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Sun TV Network Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sun TV Network Limited (hereinafter called the company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have also examined the following with respect to the new amendment issued vide SEBI Circular number CIR/CFD/CMD1/27/2019 dated 8th February, 2019(Regulation 24A of SEBI (LODR)).

(a) all the documents and records made available to us and explanation provided by Sun TV Network Limited ("the Listed Entity"),

(b) the filings / submissions made by the Listed Entity to the Stock Exchanges,

(d) books, papers, minute books, forms and returns filed with the Ministry of Corporate Affairs and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions as applicable to the Company during the period of audit and subject to the reporting made hereinafter and in respect of all statutory provisions listed hereunder;

i. The Companies Act, 2013 (the Act) and the Rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the Rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

We hereby report that

a. The Listed Entity has complied with the provisions of the above Regulations and circulars /guidelines issued thereunder.

b. The Listed Entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued thereunder in so far as it appears from our examination of those records.

c. There were no actions taken against the listed entity / its promoters / directors / material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operation Procedures issued by SEBI through various circulars) under the aforesaid Acts / Regulations and circulars / guidelines issued thereunder.

We have also examined the compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with the Stock Exchanges, where the Securities of the Company are listed and the uniform listing agreement with the said stock exchanges pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(ii) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

In our opinion and as identified and informed by the Management, the following laws are specifically applicable to the Company:

1. Uplinking /downlinking policy/guidelines issued by Ministry of Information and Broadcasting;

2. The Cable Television Network (Regulations) Act, 1995 and rules framed thereunder;

3. Intellectual Property Rights related laws;

4. Standards of Quality of Service (Duration of Advertisements in Television Channels) (Amendment) Regulations, 2013 issued by Telecom Regulatory Authority of India; and

5. The Telecommunication (Broadcasting and Cable Services) Interconnection (Digital Addressable Cable Television Systems) Regulations, 2012.

It is reported that during the period under review, the Company has been regular in complying with the provisions of the Act, Rules, Regulations and Guidelines, as mentioned above.

We further report that there were no actions / events in the pursuance of

1. The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014 and the Employees Stock Option Scheme, 2007 approved under the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

4. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

6. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; requiring compliance thereof by the Company during the Financial Year under review.

We further report that, based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, adequate systems and control mechanism exist in the Company to monitor and ensure compliance with other applicable general laws including Human Resources and Labour laws.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by Statutory financial auditor and other designated professionals.

We further report that

The company is well constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were delivered and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the audit period no events have occurred, which have a major bearing on the Company''s affairs, except the following:

1. The Company has commenced the transmission of a new Bengali general entertainment channel SUN Bangla on February 3, 2019.

The following events occurred after the end of the year and as on the signing date

2. Members have accorded their approval through Postal Ballot dated April 26, 2019 by passing requisite resolutions for-

(a) Re-appointment of Independent Directors Mr. J. Ravindran, Mr. Nicholas Martin Paul, Mr. M.K. Harinarayanan and Mr. Ravivenkatesh for a second term of five consecutive years w.e.f. September 26, 2019

(b) Appointment of Mr. R. Mahesh Kumar as Managing Director w.e.f. April 1, 2019 in place of Mr. K. Vijaykumar, who is presently designated as an Executive Director.

(d) Alteration of Memorandum and Articles of Association of the Company pursuant to the Companies Act, 2013.

	For Lakshmmi Subramanian and Associates
Place : Chennai	Lakshmi Subramanian
Date : May 23, 2019	Senior Partner
	CP No. 3534, FCS No. 1087

ANNEXURE-A

(To the Secretarial Audit Report of M/s. SUN TV NETWORK LIMITED for the financial year ended March 31, 2019)

To,

The Members

Sun TV Network Limited

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For Lakshmmi Subramanian and Associates
Place : Chennai	Lakshmi Subramanian
Date : May 23, 2019	Senior Partner
	CP No. 3534, FCS No. 1087

Mar 31, 2018

The Directors are pleased to present the Thirty Third Annual Report and Audited Financial Statements of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31, 2018 are given below:

(Rs. in Crores)

Particulars	Standalone for the year ended		Consolidated for the year ended
Particulars	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Total Income	3,002.10	2,703.80	3,105.29	2,799.52
Total Expenditure	1,343.70	1,213.45	1,410.33	1,277.36
Profit before share of profit from Joint Venture and tax	1,658.40	1,490.35	1,694.96	1,522.17
Share of profit from Joint Venture	-	-	22.75	28.75
Profit before tax	1,658.40	1,490.35	1,717.71	1,550.92
Income tax expense	565.36	510.94	582.30	520.25
Profit for the year Profit for the year attributable to:	1,093.04	979.41	1,135.41	1,030.66
- Owners of the Company	-	-	1,135.01	1,030.26
- Non-Controlling Interest			0.40	0.41
Other Comprehensive Income for the year Other comprehensive income not to be reclassified to profit or loss in subsequent periods (Net of taxes)
Other Comprehensive Income for the year attributable to:	(0.40)	(0.98)	(0.76)	(1.53)
- Owners of the Company	-	-	(0.75)	(1.52)
- Non-Controlling Interest	-	-	(0.01)	(0.01)
Total comprehensive income for the year	1,092.64	978.43	1,134.65	1,029.13
Total comprehensive income for the year attributable to:
- Owners of the Company	-	-	1,134.25	1,028.73
- Non-Controlling Interest	-	-	0.40	0.41
Total comprehensive income for the year Retained Earnings at the beginning	1,092.64	978.43	1,134.25	1,028.73
of the year	2,869.09	2,364.97	2,875.80	2,321.38
Interim Dividend	394.09	394.08	394.09	394.08
Tax on Interim Dividend	80.23	80.23	80.23	80.23
Retained Earnings at the end of the year	3,487.41	2,869.09	3,535.73	2,875.80
Earnings Per Share (Face Value Rs. 5/-)	27.74	24.85	28.81	26.15

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31, 2018 was Rs. 3,002.10 crores as against Rs. 2,703.80 crores during the previous year ended March 31, 2017. Profit Before Tax was Rs. 1,658.40 crores as against Rs. 1,490.35 crores in the previous year. Profit After Tax was Rs. 1,093.04 crores as against Rs. 979.41 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.

Your Company had launched during the financial year 2017-18, 24 hours Malayalam comedy channel namely, Surya Comedy and Sun NXT the digital content platform.

The launch of 6 more FM Radio Stations are in pipe line in Second Batch of Private FM Radio Phase III Channels by M/s. Kal Radio Limited, a subsidiary of your Company catering to southern cities of India and 7 More FM Stations to be launched in Second Batch of Private FM Radio Phase III Channels by your Companyâs subsidiary, M/s. South Asia FM Limited catering to Northern, Eastern & Western parts of India.

DIVIDEND

In accordance with the Dividend Distribution Policy adopted by the Board and available on the website of the Company, the Board of Directors during the financial year ended March 31, 2018 declared the Interim Dividends of Rs. 2.50/- per equity share (50%) of face value of Rs. 5.00/- each declared on August 11, 2017, November 10, 2017, February 9, 2018 and on March 12, 2018 and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 200%, i.e., Rs. 10.00/- per equity share of face value of Rs. 5.00/- each for the financial year ended March 31, 2018. (Prev. Year of 200%, i.e., Rs. 10.00/- per equity share of face value of Rs. 5.00/- each). The Payout ratio currently stands at 43.39%.

TRANSFER TO RESERVES

During the financial year 2017 - 18, no amount has been transferred to the General Reserve.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134 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 March 31, 2018 and Balance Sheet at that date (âfinancial statementsâ), the applicable Accounting Standard 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 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, Mr. K. Vijaykumar,Managing Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.

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 except Mr. K. Vijaykumar, Managing Director and Chief Executive Officer, who was re-appointed for a period of 5 years with effect from April 20, 2017 to April 19, 2022 through Postal Ballot dated April 19, 2017.

As required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) 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 Auditorâs certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

AUDITORS AND SECRETARIAL AUDITORS

At the 32nd Annual General Meeting (AGM) held on September 22, 2017 the shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration No: 117366W/W-100018), as the Statutory Auditors of the Company for a term of five years, i.e. till the conclusion of 37th AGM to be held in the year 2022 subject to ratification by shareholders at every AGM. Pursuant to recent amendment in Section 139 of the Companies Act, 2013 effective May 7, 2018, ratification by the shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of ensuing AGM does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditor appointment.

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

COST AUDIT

In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

SUBSIDIARY COMPANIES

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. 0.036 Crores being unclaimed dividend pertaining to the financial year 2009-10, had been transferred during the 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 1682 employees as of March 31, 2018 (previously 1959). 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 provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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 Companyâs 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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is disclosed in Annexure II in the prescribed form MGT - 9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, five Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed one hundred and twenty days.

INDEPENDENT DIRECTORSâ DECLARATION

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178 (3) of the Companies Act, 2013 forms part of the report as Annexure VII. Further, information about elements of remuneration package of individual directors are provided in the extract of Annual Return as provided in the Annexure II - form MGT - 9.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

TRANSACTIONS WITH RELATED PARTIES

The information on material transactions with related parties pursuant to Section 134 (3) (h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report as Annexure IV.

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of report.

RISK MANAGEMENT

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

INDEPENDENT DIRECTORSâ MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

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 ACKNOWLEDGEMENT

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, 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: August 10, 2018 Chairman

Mar 31, 2017

The Directors are pleased to present the Thirty Second Annual Report and Audited Financial Accounts of the Company for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31, 2017 are given below:

(Rs. in Crores)

Particulars	Standalone for the year ended		Consolidated for the year ended
Particulars	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Total Income	2,703.80	2,502.75	2,799.52	2,589.97
Total Expenditure	1,213.45	1,186.48	1,277.36	1,239.79
Profit before share of profit from Associates/Joint Ventures, exceptional items and tax	1,490.35	1,316.27	1,522.17	1,350.18
Share of profit from an associates and a joint ventures	-	-	28.75	30.95
Profit before exceptional item and tax	1,490.35	1,316.27	1,550.92	1,381.13
Exceptional items (net)	-	17.97	-	17.97
Profit before tax after exceptional items (net)	1,490.35	1,334.24	1,550.92	1,399.10
Income tax expense	510.94	464.55	520.25	476.79
Profit for the year	979.41	869.69	1,030.66	922.31
Profit for the year attributable to: - Owners of the Company	-	-	1,030.26	921.83
- Non- Controlling Interest			0.41	0.48
Other Comprehensive Income Net other comprehensive income not to be reclassified to profit or loss in subsequent periods	(0.98)	0.07	(153)	(0.05)
Other Comprehensive Income for the year attributable to: - Owners of the Company	-	-	1.53	0.05
- Non- Controlling Interest	-	-	-	-
Total comprehensive income for the year	978.43	869.76	1,029.13	922.26
Total Comprehensive Income for the year attributable to: - Owners of the Company	-	-	1,028.73	921.78
- Non- Controlling Interest	-	-	0.41	0.48
Total comprehensive income for the year	978.43	869.76	1,028.73	921.78
Retained Earnings at the beginning of the year	2,364.97	2230.39	2,321.38	2134.78
Interim Dividend	394.08	610.83	394.08	610.83
Tax on InterimDividend	80.23	124.35	80.23	124.35
Retained Earnings at the end of the year	2,869.09	2,364.97	2,875.80	2,321.38
Earnings Per Share ( Face Value Rs.5/- )	24.85	22.07	26.15	23.40

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31, 2017 was Rs. 2,703.80 crores as against Rs. 2,502.75 crores during the previous year ended March 31, 2016. Profit Before Tax after exceptional items was Rs. 1,490.35 crores as against Rs.1,334.24 crores in the previous year. Profit After Tax after exceptional items was Rs. 979.41 crores as against Rs. 869.69 crores in the previous year.

BUSINESS OVERVIEW

Your Company, oneofthe 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.

Your Company has launched the first 24 hours Malayalam comedy channel namely âSurya Comedyâ effective from April 29, 2017. âSun NXTâ the all new digital content platform was also launched effective from June 12, 2017 enabling customers to watch their popular TV programmes in Tamil, Telugu, Malayalam and Kannada anytime and anywhere on theirfavorite devices.

DIVIDEND

In accordance with the Dividend Distribution Policy adopted by the Board and available on the website of the Company, the Board of Directors during the financial year ended March 31,2017 the Board of Directors declared an Interim Dividends of Rs. 5.00/- per equity share (100%) of face value of Rs. 5.00/- each declared on February 10, 2017 and Rs. 5.00/- per equity share (100%) of face value of Rs. 5.00/- each declared on March 10, 2017 and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 200%, i.e., Rs. 10.00/- per equity share of face value of Rs. 5.00/- each for the financial year ended March 31, 2017. (Prev. Year of 310%, i.e., Rs. 15.50/- per equity share of face value of Rs. 5.00/- each). The Payout ratio currently stands at 48.43%.

TRANSFER TO RESERVES

During the financial year 2016 -17, no amount has been transferred to the General Reserve.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134 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 March 31, 2017 and Balance Sheet at that date (âfinancial statementsâ), have been prepared as per Ind-AS as against l-GAAP Accounting Standards followed in the earlier years and proper explanation along with reconciliation have been provided in relation 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 fairviewofthe state of affairs ofthe Company as at the end ofthe 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 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 Companyâs 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, 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.

Mr. Kalanithi Maran was re-appointed as Whole Time Director designated as âExecutive Chairmanâ of the Company for a period of 5 (five) years with effect from April 20, 2017 to April 19, 2022 through Postal Ballot dated April 19, 2017 under Section 110 of the Companies Act, 2013.

Mr. K. Vijaykumar was re-appointed as Managing Director & Chief Executive Officer of the Company for a period of 5 (five) years with effect from April 20, 2017 to April 19, 2022 through Postal Ballot dated April 19, 2017 under Section 110 of the Companies Act, 2013.

Mrs. Kavery Kalanithi was re-appointed as Whole Time Director designated as âExecutive Directorâ of the Company for a period of 5 (five) years with effect from April 20, 2017 to April 19, 2022 through Postal Ballot dated April 19, 2017 under Section 110 of the Companies Act, 2013.

Key Managerial Personnel

As required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) 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 Auditorâs certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

AUDITORS AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and in accordance with the approval accorded by the Members at the 29th Annual General Meeting (AGM) held on September 26, 2014, and ratified by the Member at the 31st AGM held on September 23, 2016, M/s. S.R. Batliboi & Associates lLp, Chartered Accountants (ICAI Firm Registration No: 101049W/E300004) retires as Statutory Auditors of the Company. Your Board places on record their appreciation for the services provided by M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company for close to two decades.

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board had recommended to the Members appointment of M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company in place of retiring Statutory Auditors at the ensuing Annual General Meeting.

A proposal for appointment of M/s Deloitte Haskins & Sells, LLP, Chartered Accountants as Statutory Auditors of the Company until conclusion of 37th Annual General Meeting to be held in the year 2022, subject to ratification by Equity Shareholders every year, forms part of the Notice of ensuing Annual General Meeting.

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

COST AUDIT

In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

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 I 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

MATERIAL SUBSIDIARY COMPANY

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 2008-09, 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 1959 employees as of March 31, 2017 (previously 1906). 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 provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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 Companyâs 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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is disclosed in Annexure II in the prescribed form MGT - 9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, seven Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed one hundred and twenty days.

INDEPENDENT DIRECTORSâ DECLARATION

POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178 (3) of the Companies Act, 2013 forms part of the report as Annexure VII. Further, information about elements of remuneration package of individual directors are provided in the extract of Annual Return as provided in the Annexure 11 - form MGT - 9.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

TRANSACTIONS WITH RELATED PARTIES

The information on material transactions with related parties pursuant to Section 134 (3) (h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report as Annexure III.

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of report.

RISK MANAGEMENT

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT VENTURE

The financial position of each of the subsidiary/Joint Venture is provided in a separate statement AOC - 1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure IV.

INDEPENDENT DIRECTORSâ MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

CEO/CFO CERTIFICATION

APPRECIATION AND ACKNOWLEDGEMENT

On behalf of the Board

Place: Chennai Kalanithi Maran

Date: August 11, 2017 Chairman

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 Â 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 Â 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:

ÃI 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 Â 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 Â mainly the Ministry of Information and Broadcasting and the Department of Telecommunication Â 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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