Mar 31, 2018
Dear Members
The Directors have the pleasure of presenting their Nineteenth (19th ) Annual Report together with the Audited Financial Statements for the year ended March 31, 2018.
FINANCIAL RESULTS
In compliance with the provisions of the Companies Act, 2013 (âActâ), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2017-18. The highlights of the standalone and consolidated financial results of the Company for the FY 2017-18 and FY 201617 are as under:
(Rs. in Crores)
Particulars |
(Standalone) |
(Consolidated) |
|||||
Year Ended |
Year Ended |
Year Ended |
Year Ended |
||||
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
||||
Income from operations |
691.16 |
616.97 |
720.92 |
652.28 |
|||
Other income |
23.20 |
20.84 |
24.48 |
21.40 |
|||
Other Gain/ (losses) (net) |
0.23 |
(0.18) |
0.23 |
(0.15) |
|||
Profit before Exceptional items, Finance Costs, Depreciation and Amortization |
233.77 |
185.84 |
232.34 |
183.82 |
|||
Finance Costs |
0.78 |
2.04 |
3.74 |
8.41 |
|||
Depreciation and Amortisation |
31.28 |
28.99 |
31.43 |
29.36 |
|||
Profit before exceptional items and tax |
201.71 |
154.81 |
197.17 |
146.05 |
|||
Exceptional Items |
(13.78) |
8.56 |
(13.78) |
8.56 |
|||
Profit before tax |
187.93 |
163.37 |
183.39 |
154.61 |
|||
Tax expense |
64.45 |
54.14 |
64.46 |
54.14 |
|||
Net Profit |
123.48 |
109.23 |
118.93 |
100.47 |
|||
Attributable to: |
|||||||
Owners |
123.48 |
109.22 |
118.93 |
102.22 |
|||
Non-controlling interests |
NA |
NA |
(1.75) |
||||
Balance amount brought forward |
441.29 |
344.56 |
163.92 |
84.46 |
|||
Amount available for appropriation |
564.76 |
453.79 |
282.85 |
186.68 |
|||
Transactions with Non-controlling interests |
(10.30) |
||||||
Other comprehensive income for the year |
(0.38) |
0.07 |
(0.35) |
0.11 |
|||
Transfer to General Reserve |
|||||||
Dividend on equity shares for previous year |
11.93 |
10.44 |
11.93 |
10.44 |
|||
Dividend distribution tax on dividend for previous year |
2.43 |
2.13 |
2.43 |
2.13 |
|||
Balance Carried forward |
550.02 |
441.29 |
268.14 |
163.92 |
|||
Note: The above statements and the financial figures given under the head âFinancial Resultsâ are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable.
PERFORMANCE
On standalone basis your Companyâs revenue from operations for FY 2017-18 at Rs.691.16 Crores has been higher by 12.03 % over last year (Rs.616.97 Crores in FY 2016-17). Profit before tax has been Rs.187.93 Crores as compared to Rs.163.37 Crores in the last year. Profit after tax has been Rs.123.48 Crores as compared to Rs.109.23 Crores during the last year.
Your Companyâs business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel âAaj Takâ, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.
AWARDS & RECOGNITION
Your Company continues to win awards year-after-year, thus reiterating its credible market position.
(i) Your Company won series of accolades at the prestigious
Exchange 4Media News Broadcasting Awards (ENBA) across many categories:
- Best News Channel, Hindi - Aajtak
- Best Editor in Chief, Aaj Tak - Supriya Prasad
- Best Current Affairs Programme, English (India Today TV) - Newsroom
- Best News Coverage , National, Hindi (Aaj Tak) -Demonetisation
- Best News Coverage, International, English (India Today TV) - Missing In Mosul
- Best News Coverage, International, Hindi (Aaj Tak) - Iraq Mein Sabse Badi Talash
- Best Anchor, English (India Today TV) - Rahul Kanwal
- Best Anchor, Hindi (Aaj Tak) - Sweta Singh
- Best Anchor, Hindi (Aaj Tak), (Runner Up - Jury Award) - Sayeed Ansari
- Best Spot News Reporting, Hindi (Aaj Tak) -Sweta Singh
- Best continuing Coverage Hindi (Aaj Tak) -Satender Chauhan
- Best News Producer, Hindi (Aaj Tak) - Mukul Mishra
- Best Channel or Programme Promo, English (India Today TV) - Democartic Newsroom -Hurriyat
(ii) Both Aajtak & India Today Television bagged multiple awards across several categories at Indian Television Academy Awards (ITA):
- Best Television Event, Social - Agenda Aaj Tak (Aaj Tak)
- Best Editing - Defender of India - India Today TV-Gaurav Khera
- Best News Channel, Hindi - Aaj Tak
- Best News Channel, English - India Today Television
- Best Anchor - Rajdeep Sardesai (India Today)
- Best News Show - Newsroom (India Today)
(iii) Aajtak news channel won the coveted award under the category âBottom of the Pyramidâ at Pitch 50 Awards.
(iv) Your Company bagged 3 awards at BW Applause Awards. The âIndia Today Conclave 2017â was conferred with Best Televised IP of the Year and Best IP of the Year Award. Also UP Ke Dil Me Kya Hai (Aaj Tak) was awarded with the Best Rural Engagement Award.
(v) I ndia Today TV (ITTV) won awards at Ramnath Goenka Excellence in Journalism Awards under 3 categories:
- Reporting from J&K and the Northeast - Moumita Sen for Test Kashmir
- Sports Journalism - Bipasha Mukherjea for Goal Mizoram
- Uncovering India Invisible - Manogya Loiwal for Young Minds Old Bodies
(vi) Aajtak and India Today TV (ITTV) were declared as the most trusted brand at Indiaâs Most Trusted Brand Award ceremony.
(vii) Aajtak in Multi-Channel marketing content category won Silver Award for Sahitya at Digixx - Ad Gully 2018.
(viii) India Today Group bagged corporate Media Excellence Award at Amity University Media Excellence Award.
(ix) Aajtak.in awarded as the Best Admired Customer Engagement Website Award at ACEF - Asia Consumer Economic Forum.
(x) Aajtak.in bagged Best Mobile App and Best Use of Facebook, Best Digital Integrated Campaign (Sabse Tez Nateeje) at National Advertising And Marketing Awards.
(xi) So Sorry bagged Gold under the Best use of Video Category at Indian Digital Marketing Awards (IDMA).
(xii)Your Company bagged 4 most coveted awards at the prestigious DIGIPUB Awards. The awards won include for www.AajTak.in - Gold, TheLallantop.com - Silver, Aaj Tak Social -Silver and So Sorry - Silver.
(xiii) Aaj Tak - Sabse Tez Nateeje Campaign for UP election won Best Marketing Content Award at Drivers of Digital Awards (DOD).â
AAJ TAK
Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.2% (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Relative Share basis Imp Rs.000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 112 million viewers touching a maximum of 160.93 millions in 2017-18 (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Coverage).
INDIA TODAY TELEVISION
In the last quarter (Jan-MarRs.18) the channel grew with a relative share of 17.8% from the first quarter (April -JuneRs.17) at 14.3%. In Prime time, the channel was the No.2 in Quarter (Jan-MarRs.18).
DILLI AAJ TAK
Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Takâs 15 NCCS All share decreased from 0.48 (April - JuneRs.17) to 0.36 (Jan-MarRs.18) in Delhi market.
TEZ
Tez maintains lead over DD News and NDTV India in the financial year 2017-18.
DIVIDEND
Based on the Companyâs performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting to Rs.2.25 i.e. @ 45% per equity share of Rs.5/- each fully paid up, for the financial year 2017-18. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.16.18 Crores (including Corporate Dividend Tax amounting to Rs.2.76 Crores). Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Companyâs Website viz. https://aajtak.intoday. in/investor/ and forms part of the Annual Report as Annexure -I
GENERAL RESERVE
The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.
SHARE CAPITAL
During the year, there was no change in the Companyâs issued, subscribed and paid-up equity share capital. On March 31, 2018 it stood at Rs.298,268,075 divided into 59,653,615 Equity shares of Rs.5/- each.
Subsequent to the end of Financial Year, on May 22, 2018, the Company has allotted 7,500 Equity shares to an employee under TVTN ESOP Scheme 2006. Post allotment, the issued, subscribed and paid up equity share capital of the Company increased to Rs.298,305,575 consisting of 59,661,115 Equity Shares of Rs.5/- each.
DEPOSITS
The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
INDUCTIONS, RE-APPOINTMENT/REDESIGNATIONS, RETIREMENT & RESIGNATIONS
During the year under review, the Board of Directors of the Company at their meeting held on November 9, 2017 approved the appointment of Mr. Vivek Khanna as the Chief Executive Officer of the Company subject to the approval of the Ministry of Information and Broadcasting. The appointment of Mr. Vivek Khanna shall be effective from the date of approval of Ministry of Information and Broadcasting.
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 08, 201 8 subject to the approval of the shareholders, has appointed/redesignated Ms. Kalli Purie Bhandal from Whole Time Director to Vice Chairperson & Managing Director of the Company and Mr. Aroon Purie from Chairman & Managing Director to Chairman & Whole-time Director with effect from April 1, 2018 and upto March 31, 2023.
Pursuant to the provisions of the Companies Act, 2013, Ms. Kalli Purie Bhandal, Vice Chairperson and Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.
Mr. Ashok Kapur and Mr. Anil Vig, Independent Directors will be completing their present term as Independent Directors of the Company on March 31, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on May 22, 2018 subject to the approval of shareholders by special resolution, has re-appointed Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors of the Company for a further term of five years w.e.f. April 1, 2019.
The Company has received requisite notice in writing from a member proposing their name for the office of Independent Directors. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors, for the approval by the shareholders of the Company for the second term of 5 years from April 1, 2019 upto March 31, 2024.
Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.
Mr. Ashish Kumar Bagga resigned as Chief Executive Officer with effect from July 31, 2017. Further, Ms. Koel Purie Rinchet, Non - Executive Director and Mr. Sudhir Mehra, Independent Director resigned with effect from August 11, 2017 and October 31, 2017 respectively. The Board placed on record its sincere appreciation for valuable guidance and contribution made by the outgoing Directors during their tenure on the Board.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companyâs code of conduct for Directors and Senior Management Personnel.
POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.
The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Policy is also available on the website of the Company at https://aajtak.intoday.in/investor/
ANNUAL EVALUATION AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2017-18.
The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.
A note on the familiarisation programme adopted by the Company for training of the Directors, and the details of the Board evaluation process undertaken, are set out in the Corporate Governance Report which forms a part of this report.
BOARD MEETINGS
The Board met 6 (six) times in the financial year 2017-18. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The, details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.
AUDIT COMMITTEE
The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2017-18.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As at March 31, 2018, the Company has 4 (four) subsidiary companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited.
During the year, the Company had acquired 100% of the paid-up Equity share capital of âVibgyor Broadcasting Private Limitedâ. Accordingly, Vibgyor Broadcasting Private Limited became wholly owned subsidiary of the Company.
Further, during the year under review, the Company has invested an amount of Rs. 4,05,17,002/- in the Equity Shares of Mail Today Newspapers Private Limited.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company which forms part of the Annual Report. A report on the performance and financial position of Subsidiary Companies as per the Companies Act, 2013 is annexed in form AOC-1, as Annexure II to this Report.
Audited financial statements of the subsidiary companies for FY 2017-18 have been placed on the website of the Company https://aaitak.intoday.in/ investor/ and are not being annexed to this report. The audited financial statements of the subsidiary are available for inspection at the Companyâs registered office and registered office of the subsidiary Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.
No Company has become/ceased to be Associate or Joint Venture during the financial year 2017-18.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
During the year, the Company has transferred the unpaid/unclaimed dividend amounting to Rs.168,267/to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 31, 2017 (date of last Annual General Meeting) on the website of the Company https://aajtak.intoday. in/investor/
Further, in terms Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company has transferred 8,081 Equity Shares to the demat account of Investor Education and Protection Fund, details of which are uploaded on the website of the Company https:// aajtak.intoday.in/investor/. Also, the Company has provided an access link to the refund webpage of IEPF Authority website, so as to facilitate the easy refund procedure for its shareholders.
MAJOR EVENTS
ACQUISITION OF OPERATIONS OF DIGITAL BUSINESS FROM LIVING MEDIA INDIA LIMITED
During the year, the Company has entered into a Business Transfer Agreement with Living Media India Limited (LMIL) (Holding Company) effective from January 01, 2018 for acquisition of operations of Digital Business as a going concern on slump sale basis. Accordingly, the operations of the digital business are being carried on by the Company. Further, the Company has also entered into License Agreement with LMIL effective from January 1, 2018, giving rights of LMILâs digital IPRâs to the Company on payment of royalty.
COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION
During the year, the Board of Directors on the basis of the recommendations of the Audit Committee and subject to the approval of the Shareholders, Creditors and other concerned authorities, approved the Composite Scheme of Arrangement and Amalgamation of Mail Today Newspapers Private Limited (âMail Todayâ) and India Today Online Private Limited (âITOPLâ) with the Company and their respective shareholders and creditors (hereinafter referred to as the âSchemeâ) at their meeting held on December 15, 2017.
The Scheme provides for demerger of the newspaper undertaking of Mail Today and its vesting into and with the Company. It also provides for merger of ITOPL with the Company. The Scheme also provides for reduction of share capital of Mail Today and ITOPL.
The Company had filed the first motion application to National Company Law Tribunal (âNCLTâ) on April 27, 2018.
PROPOSED SALE OF RADIO BUSINESS
During the year under review, the Board of Directors in its meeting held March 16, 2018, has decided not to go ahead with the transfer of the radio business of the Company, comprising of three radio stations in Delhi, Mumbai and Kolkata (currently operated under the frequency 104.8FM and brand name âISHQ 104.8FMâ) (âRadio Businessâ) to Vibgyor Broadcasting Private Limited (a wholly owned subsidiary of T.V. Today Network Limited).
Further, after careful consideration of various options and strategic directions of the Companyâs business, the Board of Directors granted in principle approval for the sale of the Radio Business of the Company, to Entertainment Network India Limited (ENIL) as a going concern, by way of slump sale subject to approval of Ministry of Information & Broadcasting (âMIBâ) and members of the Company. The Company has also entered into a Non-binding memorandum of Understanding with ENIL in this regard.
Accordingly, the Company has filed an application with MIB on March 20, 2018 for withdrawal of the application earlier made, for seeking approval to sell the Radio business to Vibgyor Broadcasting Private Limited. Also an application dated March 27, 2018 was filed with MIB for seeking approval for proposed sale of Radio Business to ENIL.
EMPLOYEES STOCK OPTION PLAN
To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.
A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at https://aajtak.intoday.in/investor/
A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.
STATUTORY AUDITORS
At the eighteenth (18th) Annual General Meeting of the Company, the Shareholders approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W / E300004) as the Statutory Auditors, to hold office till the conclusion of twenty third (23rd) Annual General Meeting of the Company.
AUDITORSâ REPORT
The Auditorsâ Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditorsâ Report does
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
The Cost Audit for financial year ended March 31, 2017 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 6, 2017.
Based on the recommendations of the Audit Committee, the Board has approved the reappointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2018-19 on a remuneration of Rs.1,30,000 plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. SKG & Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the societyâs sustainable development.
In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.
The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Companyâs website at https://aajtak.intoday.in/ investor/
During the year, the Board of Directors on the basis of recommendations received from CSR Committee, had approved contribution of an amount of Rs.2,83,63,043/to Care Today Fund (Implementing Agency) towards construction of household toilets to support Swachh Bharat Abhiyan initiatives. Also, part of the funds would be utilised to expand, maintain and manage existing five libraries and setting up of new libraries for the inmates of Tihar Jail. These activities were covered under the CSR policy of the Company and were in accordance with the provisions of Schedule VII of the Companies Act, 2013.
A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility section, which forms part of the Annual Report.
The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Practicing Company Secretariesâ certificate for the financial year 2017-18
INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to the management. The Company has a well-defined organisational structure, authority levels and internal rules and guidelines for conducting business transactions.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
RISK MANAGEMENT
The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.
Name of the Policy |
Web link |
Policy on Materiality of Related party Transactions and dealing with related party transactions |
http://specials.indiatoday.com/aajtaknew/pdf/Policy- on-Materiality-of-Related-PartyTransactions-2016.pdf |
Policy for determining Material subsidiaries Subsidiary-2016.pdf |
http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material- |
Vigil mechanism / Whistle Blower Policy |
http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_ Whistle_Blower_Policy.pdf |
Corporate Social Responsibility Policy |
http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf |
Policy on determination of Materiality |
http://specials.indiatoday.com/aajtaknew/download/Policy_on_ Determination_of_Materiality.pdf |
Dividend Distribution Policy |
http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution- Policy.pdf |
Business Responsibility Policy |
http://specials.indiatoday.com/aajtaknew/download/Business -Responsibility-Policy.pdf |
Archival Policy |
http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf |
The appropriate risk identification method depends on the application area (i.e. nature of activities and the hazard groups), the nature of the proiect, the proiect phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.
Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances are driven by outcomes that include:
- Avoiding the risk,
- Reducing (mitigating) the risk,
- Transferring (sharing) the risk, and
- Retaining (accepting) the risk.
POLICIES OF THE COMPANY
The Company as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 formulated the following policies:
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.
During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2017-18.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure-V and forms an integral part of this Report
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party contracts/arrangements/transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.
In terms of the first proviso to Section 136 of the Companies Act, 2013, the annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. The same is open for inspection at the registered office of the Company during business hours for a period starting twenty days before the date of the annual general meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary.
Except, Mr. Aroon Purie who draws remuneration of Rs.3,46,27,296 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2017-18 which would impact the going concern status of the Company and its future operations.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is confirmed that:
- in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the annual accounts of the Company on a going concern basis;
- the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all staff and is available on the internal policy portal.
No complaint of sexual harassment was received during the Financial Year 2017-18.
OTHER DISCLOSURES
(i) The Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013.
(ii) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
(iii) No material changes and commitments, if any, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report;
(iv) No change in the nature of the business of the Company happened during the financial year under review.
ACKNOWLEDGMENT
Your Directors place on record their deep appreciation for the contribution made by employees at all levels with dedication, commitment and team effort, which helped your Company in achieving the performance during the year.
Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.
For and on behalf of the Board of Directors
Aroon Purie
Chairman
DIN:00002794
Address: 6, Palam Marg,
Vasant Vihar,
Place: Noida New Delhi - 110057
Date: May 22, 2018
Mar 31, 2017
The Directors have the pleasure of presenting their 18th Annual Report together with the audited financial statements for the year ended March 31, 2017.
FINANCIAL RESULTS
The financial results of the Company for the year ended March 31, 2017 are summarized below for your consideration:
(Rs, in Crores)
(Standalone) |
(Consolidated) |
|||
Particulars |
Year Ended March 31, 2017 |
Year Ended March 31, 2016 |
Year Ended March 31, 2017 |
Year Ended March 31, 2016 |
Income from operations |
572.77 |
542.02 |
608.10 |
581.60 |
Other income |
22.10 |
18.27 |
22.65 |
17.88 |
Other Gain/ (losses) (net) |
(0.74) |
2.77 |
(0.18) |
2.72 |
Profit before Exceptional items, Finance Costs, Depreciation and Amortization |
184.10 |
183.50 |
182.07 |
182.32 |
Finance Costs |
2.04 |
0.56 |
8.41 |
6.40 |
Depreciation and Amortisation |
28.60 |
30.57 |
28.97 |
30.92 |
Profit before exceptional items and tax |
153.46 |
152.37 |
144.69 |
145.00 |
Exceptional Items |
8.56 |
(38.62) |
8.56 |
(30.31) |
Profit before tax |
162.02 |
113.75 |
153.25 |
114.69 |
Tax expense |
54.14 |
52.91 |
54.14 |
52.92 |
Net Profit |
107.88 |
60.84 |
99.11 |
61.77 |
Attributable to: |
||||
Shareholders of the Company |
107.88 |
60.84 |
100.87 |
63.36 |
Non-controlling interests |
NA |
NA |
(1.76) |
(1.59) |
Balance amount brought forward |
344.56 |
299.55 |
84.46 |
37.18 |
Amount available for appropriation |
452.44 |
360.39 |
185.33 |
100.54 |
Transaction with Non-controlling interests |
- |
- |
(10.30) |
(0.23) |
Other Comprehensive income for the year |
(0.02) |
(0.09) |
0.02 |
(0.11) |
Transfer to General Reserve |
- |
5.00 |
- |
5.00 |
Dividend on equity shares for previous year |
10.44 |
8.95 |
10.44 |
8.95 |
Dividend distribution tax on dividend for previous year |
2.13 |
1.79 |
2.13 |
1.79 |
Balance Carried forward |
439.85 |
344.56 |
162.48 |
84.46 |
Note: The above statements and the financial figures given under the head âPerformance'' are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable. Beginning April 1, 2016, the Company has for the first time adopted Ind AS with a transition date of April 1, 2015.
PERFORMANCE
On standalone basis your Companyâs revenue from operations for FY 2016-17 atRs,572.77 Crores has been higher by 5.67 % over last year (''542.02 Crores in FY 2015-16). Profit before tax has beenRs,162.02 Crores as compared toRs,113.75 Crores in the last year. Profit after tax has beenRs,107.88 Crores as compared toRs,60.84 Crores during the last year.
Your Companyâs business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel âAaj Takâ, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.
In recognition of its qualitative coverage and mass appeal, your Companyâs channels have been conferred with the following prestigious awards:
APCEF CUSTOMER ENGAGEMENT AWARDS 2015 -16:
BTL Activity - Successful use of CSR Activity (Aaj Tak)
GOAFEST 2016 - BROADCASTER ABBY:
Best Launch of TV Channel (INDIA TODAY TV)
NEWS TELEVISION AWARDS 2016:
Lifestyle & Fashion News Show English (Headlines Today) Entertainment Special English (Headlines Today) Entertainment Special Hindi (Aaj Tak)
Entertainment Talk Show English (Headlines Today) Entertainment Talk Show Hindi (Aaj Tak)
Talk Show Hindi (Aaj Tak)
Business Talk Show Hindi (Aaj Tak)
Show on Social/Environment Awareness / Social Development English (Headlines Today)
Sports News Show Hindi (Aaj Tak)
Sports Talk Show Hindi (Aaj Tak)
Investigative Programme Hindi (Aaj Tak)
Televised Live Initiative by News Channel Hindi (Aaj Tak)
Promo for a Channel Hindi (Aaj Tak)
News Videographer English (Headlines Today)
Most Popular Social Media TV News Brand (Aaj Tak)
Entertainment News Anchor Hindi (Aaj Tak)
Sport News Show Presenter Hindi (Aaj Tak)
TV News Reporter Hindi (Aaj Tak)
TV News Presenter Hindi (Aaj Tak)
PITCH TOP 50 BRANDS:
Bottom of the Pyramid (Aaj Tak)
ENBA AWARDS 2016:
News Channel of the Year - Hindi - (Aaj Tak)
News Channel of the Year - English - (India Today TV)
News Television Managing Editor of the Year - English - Rahul Kanwal
Best Anchor - Sweta Singh
Best Talk Show - Pervez Musharraf Exclusive (Aaj Tak)
Best News Coverage - National - Surgical Strike, (India Today TV)
Best Spot News Reporting - Gaurav Sawant
Best Video Editor - Nitin, Ajay, Amit - Vande Matram (Cap Saurabh Kalia)
NATIONAL AWARD FOR EXCELLENCE IN RURAL MARKETING:
Social Development campaign of the year - Aaj Tak Safaigiri Best Integrated Rural marketing - Aaj Tak Safaigiri Indiaâs Most Trusted Hindi News Channel Brand: (Aaj Tak) India Most Attractive Hindi News Channel Brand: (Aaj Tak)
DIGITAL:
Aaj Tak awarded Gold Play Button by YouTube
Aajtak.in best news content website at National Digital
Marketing Conference and Awards
Indiatoday.in best news content website at National Digital Marketing Conference and Awards
Aajtak.in best website local language by mCube Drivers Of Digital Awards
SO SORRY:
FICCI BAF - 4th NIFF-17 (Noida International Film Festival) AAJ TAK
Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.8% (15 NCCS All, HSM, Wk 14â16-13â17, Relative Share basis ImpRs,000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 100 million viewers touching a maximum of 146.25 millions in 2016-17 (15 NCCS All, HSM, Wk 14â16-13â17,Coverage).
INDIA TODAY TELEVISION
India Today Television was rebranded in Week 21â15 and it opened as the clear No.2 channel of the genre. In the last quarter (Jan-Marâ17) the channel grew with a relative share of 22.7% from the first quarter (April - Juneâ16) at 16.9%. In Prime time, the channel was the clear No.2 throughout the year.
DILLI AAJ TAK
Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Takâs Universe share increased from 0.38 (April - Juneâ16) to 0.39 (Jan-Marâ17) in Delhi market.
TEZ
Tez maintains lead over DD News and NDTV India in the financial year 2016-17.
DIVIDEND
Based on the Companyâs performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting toRs,2/- @ 40% per equity share ofRs,5/- each fully paid up, for the financial year 2016-17. The final dividend on equity shares, if approved by the members would involve a cash outflow ofRs,14.36 Crores (including Corporate Dividend Tax amounting toRs,2.43 Crores).
DEPOSITS
The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT
Pursuant to the provisions of the Companies Act, 2013, Mr. Devajyoti Bhattacharya, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.
A brief resume, nature of expertise, details of other directorships and other information of Mr. Devajyoti Bhattacharya as stipulated in Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.
INDUCTION & RESIGNATION
The Board of Directors, on the recommendations of the Nomination and Remuneration Committee, at its meeting held on February 09, 2017 had appointed Mr. Ashish Sabharwal as the Company Secretary of the Company w.e.f March 01, 2017. He has been designated as the Group Head - Secretarial and Company Secretary of the Company.
Dr. Puneet Jain, had resigned from the position of Company Secretary and Vice President - Internal Audit, w.e.f. February
28, 2017. He has been designated as Group Chief Corporate Affairs Officer in addition to his existing responsibilities.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companyâs code of conduct for Directors and Senior Management Personnel.
POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board has adopted a Policy on Nomination, Remuneration and Board Diversity, which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Companyâs website at http://aajtak.intoday.in and is annexed as Annexure
I to this report.
ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS
A note on the familiarisation programme adopted by the Company for training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance, which forms part of this Annual Report.
BOARD MEETINGS
The Board met 6 (six) times in the financial year 2016-17.The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The, details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.
AUDIT COMMITTEE
The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2016-17.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As at March 31, 2017, the Company has 3 (three) Subsidiary Companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited and Mail Today Newspapers Private Limited.
During the year, the Company has acquired 100% of the paid-up Equity share capital of âIndia Today Online Private Limitedâ from Living Media India Limited by way of gift (i.e. without any consideration).Accordingly, India Today Online Private Limited became wholly owned subsidiary of the Company.
Further, the Company had during the year also acquired 25.21% of the total paid-up Equity share capital of âMail Today Newspapers Private Limitedâ by way of gift (i.e. without any consideration) from A.N. (Mauritius) Limited. Consequent upon the said acquisition, the Company along with its wholly owned Subsidiary Company, India Today Online Private Limited, holds 100 % of the paid-up share capital of âMail Today Newspapers Private Limitedâ. With this, Mail Today Newspapers Private Limited became a subsidiary of the Company in which the Company along with its wholly owned subsidiary holds 100% the paid-up share capital.
The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditorâs Report form part of the Annual Report.
In terms of the provisions of Section 136(1) of Companies Act, 2013, the audited financial statements of T.V. Today Network (Business) Limited, India Today Online Private Limited and Mail Today Newspapers Private Limited, Subsidiary Companies, have been placed on the website of the Company and are not being annexed to this report.
The Financial Statements of the Subsidiary Companies are kept for inspection by the shareholders at the registered office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.
No Company has become/ceased to be Associate or Joint Venture during the financial year 2016- 17.
A report on the performance and financial position of Subsidiary Companies as per the Companies Act, 2013 is annexed in form AOC-1, as Annexure II to this Report.
RADIO BUSINESS
The Company is licensed to operate 3 (three) radio stations in Mumbai, Delhi and Kolkata pursuant to the Grant of Permission Agreements each dated 16 March 2011 (âGOPAâ) (the âRadio Businessâ) under âPolicy Guidelines on Expansion of FM Radio Broadcasting Services through Private Agencies (Phase II)â dated 24 September 2008, as amended, (âPhase
II Policyâ).
The Company had filed a writ petition before the Honâble Delhi High Court (âWrit Petitionâ) challenging the order of the Ministry of Information and Broadcasting (âMIBâ) disallowing the sale of the Radio Business to Entertainment Network (India) Limited (âENIL''). However, during the year under review, the Company has decided not to undertake agreement to sell, which was proposed to be entered into with ENIL, for the sale of the abovementioned Radio Business.
In the meanwhile the Company has decided to re-organize its radio business by migrating its Radio Business from the Phase-II Policy to the âPolicy Guidelines on Expansion of FM Radio Broadcasting Services through Private Agencies (Phase III)â dated 25 July 2011, as amended, (âPhase III Policyâ) issued by MIB. Pursuant to the terms and conditions of the offer letter dated April 20, 2017 of MIB, the Company has executed Grant of Permission Agreement(s) under Phase III Policy (âPhase III GOPAâ) on May 23, 2017 for its Radio Business, and has also furnished a performance bank guarantee and paid a migration fee of an amount of ''713,679,767/- and other charges and interest to MIB.
The Company has also withdrawn the above said writ petition before the Honâble Delhi High Court (âWrit Petitionâ) challenging the order of the Ministry of Information and Broadcasting (âMIBâ) disallowing the sale of the Radio Business to Entertainment Network (India) Limited (âENILâ).
EMPLOYEES STOCK OPTION PLAN
To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.
A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at http:// aajtak.intoday.in
A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.
STATUTORY AUDITORS
The Companyâs Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants (ICAI Firm Registration No. 301112E), hold office till the conclusion of forthcoming Annual General Meeting and have completed more than 10 years as Statutory Auditors.
In terms of provisions of Section 139 of the Companies Act, 2013 Statutory Auditors can be appointed for a maximum term of 10 years.
Based on the recommendations of the Audit Committee it is proposed to appoint M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/ E300004) as Statutory Auditors for a term of 5 consecutive years from the conclusion of the ensuing annual general meeting to the conclusion of twenty third annual general meeting subject to ratification by the shareholders at every annual general meeting.
The Company has received a letter from M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) to the effect that their appointment, if made, would be within the prescribed limits under Section 1 41 of the Companies Act, 201 3. You are requested to consider their appointment.
AUDITORSâ REPORT
The Auditorsâ Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
The Cost Audit for financial year ended March 31, 2016 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 21, 2016.
Based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2017-18 on a remuneration of ''1.20 lacs plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. SKG & Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the societyâs sustainable development.
As part of its initiatives under CSR, the Company has undertaken projects in the areas of hygiene and sanitation (aligned to Swachh Bharat Abhiyan) and programme for the children with special needs. These projects are in accordance with the CSR Policy of the Company and Schedule VII of the Companies Act, 2013.
In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.
The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Companyâs website at http://aajtak.intoday.in.
During the year, the Board of Directors on the basis of recommendations received from CSR Committee had approved an amount of ''24,644,772 to Education Today (Implementing Agency) towards Vasant Valley School expansion plan in accordance with Schedule VII of the Companies Act, 2013. The school expansion programme (Blue Room Programme) is only for improving the lives of the children with special needs. By incorporating the various aspects of special education in this facility, we will be able to provide them with all services under one roof which will make it easy for the parents and the children with multiple disorders.
The Blue Room programme is an early years programme in Vasant Valley School which was started almost 10 years ago, to meet the needs of young children with a diagnosis of moderate to severe Autism. This programme is not an inclusive programme. It is focussed on 1:1 intervention to build on daily living skills, communication and understanding social dynamics. Occupational therapy is a major component of the programme. At present, we have 12 children enrolled in the Early Years Programme. As the children develop skills, they are integrated, with 100 % support from a special educator, with a mainstream group for activities such as lunch, physical education, music or short trips outside school.
A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility section, which forms part of the Annual Report.
The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Practicing Company Secretariesâ certificate for the financial year 2016-17 does not contain any qualifications, reservations or adverse remarks.
INTERNAL CONTROL / INTERNAL FNANCIAL CONTROL AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to the management. The Company has a well-defined organizational structure, authority levels and internal rules and guidelines for conducting business transactions.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
RISK MANAGEMENT
The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.
The appropriate risk identification method depends on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.
The trend line assessment of risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalized, owners identified, and progress of mitigation actions are regularly and periodically monitored and reviewed.
Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances are driven by outcomes that include:
Avoiding the risk,
Reducing (mitigating) the risk,
Transferring (sharing) the risk, and Retaining (accepting) the risk.
POLICIES OF THE COMPANY
The Company as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 formulated the following policies:
Name of the Policy Web link
Policy on Materiality of Related party http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-Materiality-of-Related-Party-
Transactions and dealing with related party Transactions-2016.pdf transactions
Policy for determining Material subsidiaries http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material-Subsidiary-2016.pdf
Vigil mechanism / Whistle Blower Policy http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_Whistle_Blower_Policy.pdf
Corporate Social Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf
Policy on determination of Materiality http://specials.indiatoday.com/aajtaknew/download/Policy_on_Determination_of_Materiality.pdf
Dividend Distribution Policy http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution-Policy.pdf
Business Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/Business-Responsibility-Policy.pdf
Archival Policy http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf
VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.
During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2016-17.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEE
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.
EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the extracts of the Annual Return of the Company in Form MGT-9 is appended as Annexure V to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party contracts/arrangements/transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
Except, Mr. Aroon Purie who draws remuneration of ''34,210,165 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company or is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2016-17 which would impact the going concern status of the Company and its future operations.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is confirmed that:
- in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the annual accounts of the Company on a going concern basis;
- the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all employees of the Company and is available on the internal policy portal. No complaint of sexual harassment was received during the Financial Year 2016-17.
OTHER DISCLOSURES
(i) Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013.
(ii) There was no change in share capital of the Company during the financial year under review.
(iii) No material changes and commitments, if any, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
(iv) No change in the nature of the business of the Company happened during the financial year under review.
ACKNOWLEDGMENT
Your Directors place on record their deep appreciation for the contribution made by employees at all levels with dedication, commitment and team effort, which helped your Company in achieving the performance during the year.
Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.
For and on behalf of the Board of Directors
Aroon Purie
Chairman & Managing Director
DIN:00002794
Place: Noida 6, Palam Marg, Vasant Vihar,
Date: May 26, 2017 New Delhi - 110057
Mar 31, 2016
TO THE MEMBERS
The Board have the pleasure in presenting the Seventeenth Annual Report on business and operations, together with the audited financial statement of the Company for the financial year ended March 31, 2016.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended March 31, 2016 are summarized below for your consideration:
(Rs. in Crores)
(Standalone) |
(Consolidated) |
||||
Particulars |
Year Ended March 31, 2016 |
Year Ended March 31, 2015 |
Year Ended March 31, 2016 |
Year Ended March 31, 2015 |
|
Income from operations |
546.01 |
476.56 |
546.01 |
476.56 |
|
Other income |
31.75 |
22.69 |
31.77 |
22.71 |
|
Profit before Finance, Charges, Amortization, Depreciation and Tax |
178.09 |
154.38 |
178.10 |
154.38 |
|
Finance Charges (including Interest) |
0.19 |
1.48 |
0.19 |
1.48 |
|
Depreciation |
30.57 |
30.02 |
30.57 |
30.02 |
|
Profit before tax |
147.32 |
122.88 |
147.33 |
122.88 |
|
Provision for Tax |
53.02 |
41.85 |
53.03 |
41.85 |
|
Net Profit |
94.30 |
81.03 |
94.31 |
81.03 |
|
Balance amount brought forward |
291.94 |
222.16 |
291.99 |
222.20 |
|
Profit Available for appropriation |
386.24 |
303.19 |
386.30 |
303.24 |
|
Transferred to General Reserve |
5.00 |
- |
5.00 |
- |
|
Proposed Dividend |
10.44 |
8.95 |
10.44 |
8.95 |
|
Corporate Dividend Tax |
2.13 |
1.79 |
2.13 |
1.79 |
|
Adjustment on account of revision in useful life of fixed assets |
0.51 |
0.51 |
|||
Balance Carried forward |
368.68 |
291.94 |
368.73 |
291.99 |
|
2. PERFORMANCE
During the financial year under review, your Companyâs revenue from operations has been Rs. 546.01 Crores
compared to Rs. 476.56 Crores last year, an increase of 14.57%. Profit before tax has been Rs. 147.32 Crores compared to Rs. 122.88 Crores last year, a increase of 19.89% over the last year. Profit after tax has been Rs. 94.30 Crores compared to Rs. 81.03 Crores last year, registering a increase of 16.38% over the last year.
Your Company''s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel âAAJ TAKâ, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.
In recognition of its qualitative coverage and mass appeal, your Company''s Channels have been conferred with the following prestigious awards:
E4M NEONS OOH AWARDS 2016
Most Innovative Use of Moving Media category-Aaj Tak ka Gaon Connection (Milestone)
Entertainment & Media category- Aaj Tak ka Gaon Connection (Milestone)
PROMAX BDA ASIA
Best Integrated Marketing Campaign- India Today TV Launch
GOAFEST 2016 - Broadcaster Abby
Best Launch of TV Channel- India Today TV Launch Campaign
IMPACT 50 MOST INFLUENTIAL WOMEN 2016-
Indian Media, Marketing and Advertising- Mrs. Kalli Purie Bhandal (28th Rank)
E4M NEWS BROADCASTING AWARDS - 2015
News Channel of the Year - HINDI- AAJ TAK
News Channel CEO of the year- Mr. Ashish Bagga
Best Current Affairs Programme - English- Telengana''s suicide crop (India Today TV)
Best Current Affairs Programme - Hindi- Raat kya Hoti hai Bhopal se Pucho (AAJ TAK)
Best in-Depth Series - English- in Kashmir the People in Kashmir the Politicians- India Today TV
Best News Coverage - National - English- Delhi Elections Coverage 2015(India Today TV)
Best news Coverage - International - Hindi- NEPAL Earthquake (AAJTAK)
Best Videographer - English/ Hindi- Kashif Siddiqui (in dependence) (India Today TV)
Best Video Editor - English- Rajeev Chandan & Kaushik Sen (INSIDE KUMBH) (India Today TV)
Best Video Editor - English- Anupam Rajkhowa & Kishore Sethi (NEPAL''s Nightmare, above Destruction) (India Today TV)
Best Video Editor - Hindi- Amit singh & Anupam
Rajkhowa (Champion phir se) (AAJTAK)
Best Channel Marketing - Hindi- Dilli ke Dil Mein kya Hai (AAJTAK)
Best Channel or Programme Promo - Hindi- Dilli ke Dil Mein Kya Hai (AAJTAK)
RURAL MARKETING AWARDS 2015 (RMAI)
Best Integrated Rural Marketing Campaign- Aaj Tak Kumbh Mela Safaigiri Drive
ITA AWARDS 2015 (Indian Television Academy)-
Best Hindi News Channel- AAJ TAK
Scroll of Honour- TVTN
INDIAâS MOST TRUSTED BRAND- 2015
India''s Best Hindi News Channel- AAJ TAK India''s Best English News Channel- India Today TV AAJTAK
AajTak has continued to maintain its leadership position for the 15th consecutive year. The market share of AajTak has increased from 15.1 % in July-Sept''15 to 18.4 % in Jan-Mar''16. AajTak continues to dominate by being the channel of choice during key news events. Across all major national or international news events, the preference for AajTak reigns supreme for the credibility it commands.
(Source- BARC, Market- HSM, TG- 15 NCCS All, Relative Share %, Period- As mentioned, Relative shares % calculated among 11 Hindi News channels).
Please note Rural and LC1 data started reporting since Wk 41''15.
May-Jun''15 data is for 6 weeks only.
INDIA TODAY TELEVISION
India Today Television was launched in Week 21'' 15 and it opened as the clear No.2 channel of the genre. In the last quarter (Jan-Mar''16) the channel grew with a relative share of 21.3% from the previous quarter (Oct-dec''15) at 15.9%.
(Source- BARC, Market- Megacities, TG- 22 M AB, Relative Share %, Period- As Mentioned, Relative shares % calculated among 5 English News Channels).
May-Jun''15 data is for 6 weeks only.
DILLI AAJ TAK
Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak''s Universe share increased from 0.35 (Oct-Dec''15) to 0.41 (Jan-Mar''16) in Delhi market.
TEZ
Tez maintains lead over DD News and NDTV India despite huge loss in share on addition of Rural markets to HSM in Wk 41''15.
In HSM Metros (Delhi Mumbai Kolkata) market, Tez has consolidated its market share % and crosses IBN 7 & NDTV India in last quarter (Jan-Marâ16).
3. DIVIDEND
Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 35% amounting to Rs. 1.75 per equity share of Rs. 5/- each, for the financial year 2015-16. Total amount of dividend outgo for the financial year shall be Rs. 125,645,953 (including Corporate Dividend Tax amounting to Rs. 21,252,127).
The dividend will be paid to members whose names appear in the Register of Members as on close of business hours on August, 24th 2016; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The Annual General Meeting is scheduled to be held on August 31, 2016.
4. TRANSFER TO RESERVE
The Board of Directors has approved the transfer of Rs. 5,00,00,000 (Five Crore) to the General Reserve. An amount of Rs.368,68,12,329 is proposed to retained in the Surplus.
5. DEPOSITS
During the year, your Company has not accepted/ renewed deposits from the public within the meaning of Section 73, 74 and other relevant provisions of the Companies Act, 2013 read with rules made there under.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of your Company, not less than two-third of the total number of directors shall be liable to retire by rotation. Further at least one-third of those liable to retire by rotation shall retire at every Annual General Meeting. It also provides that the total number of directors for the purpose of this section shall not include Independent Directors. Therefore, based on the present Board structure, Mr. Rajeev Gupta, Mr. Sudhir Mehra, Mr. Anil Vig and Mr. Ashok Kapur, Independent Directors shall not be liable to retire by rotation. Out of remaining three directors, Mr. Aroon Purie, Chairman & Managing Director is non-rotational Director and Mrs. Kalli Purie Bhandal is an Additional director. The other two directors, being two third shall be liable to retirement by rotation. Accordingly Mrs. Koel Purie Rinchet retires at the ensuing Annual General Meeting since being the longest in office and being eligible offers herself for reappointment. We seek your support in confirming her re-appointment as Director.
Appointment/ Re-appointment and Resignations
During the year under review, on the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mr. Aroon Purie as Managing Director and Mrs. Koel Purie Rinchet as Whole Time Director w.e.f. 1st April, 2015 and 24th May, 2015 respectively, thereafter Mrs. Koel Purie Rinchet resigned from the post of whole time director w.e.f. June 27, 2015 and remained the Non-Executive Director of the Company. We thank shareholders for their support in confirming their re-appointments in the Annual General Meeting held on August 20, 2015.
On recommendation of the Nomination and Remuneration committee, the Board has appointed Mr. Sudhir Mehra, as an Additional Independent Director w.e.f. February 02, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.
On recommendation of the Nomination and Remuneration committee, the Board has appointed Mr. Rajeev Gupta, as an Additional Independent Director w.e.f. March 05, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.
On recommendation of the Nomination and Remuneration committee, the Board appointed Mrs. Kalli Purie Bhandal, as a Additional Whole Time Director w.e.f. February 08, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.
The Company has received necessary notice of candidature under section 160 of the Companies Act 2013 in respect of appointment of Mr. Sudhir Mehra,
Mr. Rajeev Gupta and Mrs. Kalli Purie Bhandal for their appointment as Director in the ensuing Annual General Meeting of the Company.
During the year under review, Mr. Rajeev Thakore resigned as an Independent Director with effect from November 04, 2015. The Board places its appreciation for the services rendered by Mr. Rajeev Thakore during his tenure as Independent director with the Company.
7. DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is confirmed that:
- in the preparation of the annual accounts for the year ended March 31, 2016., the applicable accounting standards have been followed and there are no material departures from the same;
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the annual accounts of the Company on a going concern basis;
- the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
8. COMMITTEES OF THE BOARD
The Board of Directors of the Company has constituted four committees namely, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholderâs Relationship Committee.
A detailed note on the Board, its committees (Audit Committee, Nomination and Remuneration Committee and Stakeholdersâ Relationship Committee) and ,their composition is provided in the ''Report on Corporate Governanceâ section in the Annual Report.
9. POLICIES OF THE COMPANY
The Company as per the provision of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
10. EXTRACT OF ANNUAL RETURN
Requirements) Regulation, 2015 formulated the following policies:
Name of the Policy |
Web link |
Policy on Materiality of Related Party Transactions and dealing with related party transactions |
http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-Materiality-of-Related- Party-Transactions-2016.pdf |
Policy for Determining Material subsidiaries |
http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material- Subsidiary-2016.pdf |
Vigil Mechanism / Whistle Blower Policy |
http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_Whistle_ Blower_Policy.pdf |
Corporate Social Responsibility Policy |
http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf |
Policy on determination of materiality |
http://specials.indiatoday.com/aajtaknew/download/Policy_on_Determination_ of_Materiality.pdf |
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-I to the Boards'' Report.
11. NUMBER OF MEETINGS OF BOARD/COMMITTEE
The details of meeting of Board and its committees (except CSR committee) are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
13. CRITERIA FOR APPOINTMENT OF DIRECTORS
The Company has made Nomination and Remuneration Policy (âPolicyâ) for appointment and remuneration of Directors, key managerial personnel and other employees. Currently, the Board consists of 8 members, out of which one is Managing Director, one is Whole time Director, two of which are Non-executive Directors and four are Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.
The Policy, includes criteria for determining qualifications, positive attributes, independence of director and other matters provided under Sub-section (3) of the Section 178 of the Companies Act, 2013, is included in the Nomination and Remuneration Policy adopted by the Board, forms part of this Annual Report. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
14. RISK MANAGEMENT
The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.
The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.
The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.
Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:
- Avoiding the risk,
- Reducing (mitigating) the risk,
- Transferring (sharing) the risk, and
- Retaining (accepting) the risk.
15. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (âCSRâ) is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavor to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.
CSR VISION
1. Build a Powerful Partnership with Society for ''Sustainable Development'';
2. To improve the quality of life of the communities we serve through long term stakeholder value creation.
As per the Companies Act, 2013, all companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Companyâs three immediately preceding financial year. Accordingly, your Company has allocated an amount of Rs. 16,542,533 towards CSR activities during the financial year 2015-16 .
The details of CSR Committee composition is provided in the Annexure 2 to the Board''s Report. The CSR committee met two times during the year i.e. on 13th November, 2015 and 08th February, 2016.
Name of the Members |
Designation |
Date of meetings held during the year |
Attendance of Director |
Mr. Aroon Purie - Chairman and Managing Director |
Chairman |
13th November, 2015, 08th February, 2016. |
2 |
Mr. Ashok Kapur-Director |
Member |
1 |
|
Mrs. Koel Purie Rinchet-Director |
Member |
1 |
Care Today Fund part of India Today Group was setup to focus on CSR initiatives of the group and your Company had contributed in the past in CSR activities through Care Today Fund long before the provisions related to CSR under the Companies Act, 2013 were applicable.
The Board of Directors on the basis of recommendations received from CSR Committee had approved Swatch Bharat Abhiyan activities which shall be carried out through Care Today Fund and monitored by CSR Committee as CSR project/programs for contribution towards Corporate Social Responsibility activities.
The details relating to the Company''s CSR Activities for the financial year 2015-16 as required to be disclosed under the provisions of the Companies Act 2013 is provided in the Annexure 2 to the Board''s Report. Further details of the projects undertaken by Care Today Fund in respect of CSR funds transferred by the Company for the financial year 2014-15 is also provided in Annexure 2.
Glimpse of projects undertaken by the Company under its CSR program is provided in the Annexure 3 to the Board''s Report.
16. BOARD EVALUATION
In terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.
The evaluation of individual directors and the Board as a whole, its Committees was conducted based on the criteria and framework adopted by the Board. The evaluation Criteria has been explained in the Nomination and Remuneration Policy adopted by the Board which forms part of this Annual report.
17. VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer which operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.
During the year under review, no employee was denied access to the Audit Committee.
18. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013
During the Financial Year 2015-16 the Company had given Corporate guarantee amounting to Rs. 3 Crores in connection with the loan to BARC (Broadcast Audience Research Council of India) by Yes Bank Limited which is within the limits of Section 186 of the Companies Act, 2013 and rules made there under and the Company has not made any investment by way of subscription or purchase, the securities of any other body corporate.
Further, the Company had during its previous years made a strategic investment in Mail Today Newspapers Private Limited (Mail Today), a differentiated newspaper with respect to content as well as value to its advertisers, in earlier years, it has acquired stake amounting to Rs. 45.52 Crore. During the year 2014-15, the Company has received a guarantee from its holding company, Living Media India Limited, for indemnifying any loss to the Company arising from the sale of the said investment.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the financial year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-
Materiality-of-Related-Party-Transactions-2016.pdf
Your Directors draw attention of the members to Note 38 to the financial statement which sets out related party disclosures and thus, no disclosure is annexed in Form AOC 2 to this Boardâs Report.
20. DISCLOSURE OF REMUNERATION
The disclosure required under the provisions of Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of the Board Report as Annexure 4.
As per the provisions of Section 136 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual report is being sent to all shareholders of the Company excluding particulars of employees as required under Section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining such particulars may inspect the aforesaid particulars at the registered office of the Company during business hours for a period starting twenty days before the date of the annual general meeting or may also write to the Company Secretary at the Companyâs Corporate office at India Today Mediaplex, FC-8, Sector 16A, Film city, Noida-201301, Uttar Pradesh for obtaining a copy of the same.
Except, Mr. Aroon Purie who draws remuneration of Rs. 30,000,000 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.
21. SUBSIDIARY COMPANY / ASSOCIATE COMPANY/ JOINTVENTURE
The audited financial Statement of Accounts, along with the report of the Board of Directors and the Auditorâs Report pursuant to Section 129(3) of the Companies Act, 2013 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on March 31, 2016 is annexed.
The statement containing salient features of the subsidiary in form AOC-1, is annexed as Annexure 5 to this Boardâs Report
The Company doesnât have any associate company or joint venture. Further during the financial year , no company has become or cease to be the Companyâs subsidiary , associate company or joint venture
22. STATUTORY AUDITORS & COST AUDITORS
The Statutory Auditors of your Company M/s Price Waterhouse, Chartered Accountants hold office up to the conclusion of the Eighteenth Annual General Meeting subject to ratification at the annual general meeting of the Company .
The Company has received letters from Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Further, the Board of directors of the Company recommended to the shareholders for their approval, ratification of appointment of M/s Price Waterhouse, Chartered Accountants till the conclusion of Eighteenth Annual General Meeting.
In terms of the requirement of section 148 of the Companies Act 2013, your Board of Directors has appointed M/s. SKG& Co., Cost Accountants, as the Cost Auditor for the financial year ending March 31, 2017. Further, the board of Directors of the Company recommend to the shareholders for their ratification, payment of remuneration of Rs 1,20,000/- (exclusive service tax & out of pocket expenses) to the Cost Auditors.
23. SECRETARIAL AUDITORS
M/s PI & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for FY 2015-16 forms part of the Annual Report as Annexure 6 to the Board''s Report.
There are no qualifications of Secretarial Auditors on the Secretarial Audit Report to the Company for the financial year ended March 31, 2016 requiring further comment from the Board of Directors.
24. AUDITORâS REPORT
There are no qualifications of Auditors on the Accounts of the Company for the financial year ended March 31, 2016 requiring further comment from the Board of Directors.
25. INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
26. CORPORATE GOVERNANCE
In accordance with the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.
The report on Corporate Governance for the financial year 2015-16 is given in a separate section titled âReport on Corporate Governanceâ and Certificate of Company Secretary in Practice as required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, is appended herewith which forms part of this Annual Report as Annexure 8.
27. EMPLOYEES STOCK OPTION PLAN
Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company. The Board of Directors of your Company has approved an Employees Stock Option Scheme during the year 2006 in accordance with SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 with the objective of strengthening employee bonds with the Company and creating a sense of ownership. Your Board felt it appropriate to extend ESOPs to permanent employees in the management staff, in order to motivate and retain the best talent. Further, during the year the Company has not amended the scheme as per the SEBI (Share Based Employee Benefit) regulations, 2014. The details pursuant to SEBI (Share Based Employee Benefit) regulations, 2014 has been placed on the website and weblink of the same is http://specials.indiatoday.com/aajtaknew/download/ Information-Regarding-the-Employees-Stock-Option-Plan-for-financial-year-2015-16.pdf
A certificate from Statutory Auditors, with regard to the implementation of the Company Employeesâ Stock Option Scheme, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.
28. PROPOSED SALE OF FM RADIO BUSINESS
The Board on February 6, 2015 approved the sale of Radio FM Business (seven radio stations) of the Company subject to regulatory approvals, and authorized a Committee of Senior Officials consisting of Mr. Aroon Purie, Mr. Ashish Bagga and Mr. Dinesh Bhatia (âCommitteeâ) to negotiate and execute requisite documents with potential buyers.
In furtherance to the aforesaid, a non-binding memorandum of understanding (âMoUâ) was signed with Entertainment Network (India) Limited (âENILâ).
On February 16, 2015, an application was filed with the Ministry of Information and Broadcasting (âMIBâ) seeking its approval for the sale of Radio FM Business to ENIL. Since there was no response from the MIB on the application filed by the Company, the Company filed a writ petition in the Delhi High Court to expedite the matter. On April 20, 2015, the Court directed the MIB to decide the Company''s application within two weeks. MIB by its order dated May 1, 2015 denied approval to the sale of Radio FM Business on the ground that the proposed sale is not in conformity with the FM Radio Guidelines.
In Committee''s meeting on May 8, 2015, the Committee took note of the MIB order dated May 1, 2015, approved the amendment of the MOU and agreed to consider other possible options along with ENIL.
The Committee further challenged the above referred MIB order with the Delhi High Court. Thereafter on the basis of representation filed by the Company with MIB, it conveyed its approval for sale of FM Radio Stations in Amritsar, Jodhpur Patiala and Shimla vide its letter dated 20th July, 2015 and thereafter the Company sold the aforesaid four radio station to ENIL vide Business Transfer Agreement dated September 11, 2015. The sale of Radio Stations at Delhi, Mumbai and Kolkata was not approved by MIB since it was stated by MIB that the sale of these stations was not in conformity with the FM Radio Guidelines, the matter is pending with the Hon''ble High Court.
29. MANAGEMENT DISCUSSION AND ANALYSIS
Separate report on Management Discussion & Analysis is appended herewith as Annexure 7.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
In terms of the requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the particulars with respect to âConservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoâ are given as under:
Conservation of Energy:
1. the steps taken or impact on conservation of energy : During the year under review, Company has initiated the process of installation of Air Cooled PAC units in all critical rooms which will be completed in first half of 2016-17. This will give us the benefit of redundancy of critical rooms in terms of HVAC and during the peak winter seasons we will not use chiller units from mid night to 9 AM i.e. 9 Hours unit savings per day. Further the Company is in the process of installing the new electrical supply dedicated line which will save the lot of diesel consumption throughout the year.
2. the steps taken by company for utilizing alternate sources of energy : Due to space constraints in the building, tapping of alternate sources of energy is not feasible.
3. Company has made following capital investment on energy conservation equipmentâs:
i. LED Lights on the floors= Rs 47,60, 000
ii. PAC Air Cooled Unit = Rs 50,31,633
iii. Dedicated Electricity Line = Rs 76,99,600
(a) Technology Absorption
1. The efforts made towards Technology Absorption and the benefits derived like product improvement, cost reduction, product development or import substitution
Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops and discussion sessions for Optimal use of available resources and to improve operational/ production efficiency. The Company utilizes the latest digital technology in broadcasting its programs.
The Company is aware of implementation of latest technologies in key working areas and outdated technologies are always identified and updated with latest/new innovations.
2. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :
(a)
Last Three Financial Year |
Value of Import (In Rs) |
2012-2013 |
6,01,68,742 |
2013-2014 |
1,26,01,153 |
2014-2015 |
4,47,24,113 |
2015-2016 |
3,04,47,791 |
(b) Whether the technology been fully absorbed-Yes
(c) If not fully absorbed, areas where absorption has not taken place and the reasons thereof-N.A
3. The expenditure incurred on Research and Development:
Your Company is doing research to explore new technology available and to meet this requirement various conferences and workshops are attended as well and keep constant engagement with vendors to understand the new products that were launched
(b) Transaction in Foreign Currency :
(i) Value of Imports : Rs. 40,300,905 (CIF basis)
(ii) Expenditure in foreign Currency (Accrued basis)
(a) Travelling Expenses : Rs. 8,624,352
(b) Production Cost : Rs. 148,058,922
(c) Repair and Maintenance : Rs. 15,010,167
(d) Others : Rs. 11,933,625
(e) Income in Foreign : Rs. 157,353,618 Currency
(Accrued basis)
31. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. OTHER DISCLOSURES
(i) Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013
(ii) No material changes and commitments affecting the financial position of the company has occurred from the end of the last financial year till the date of this report;
(iii) No significant and material orders has been passed by the Regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
33. ACKNOWLEDGMENT
Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.
For and on behalf of the Board of Directors
Sd/-
Aroon Purie
Chairman & Managing Director
DIN No. 00002794
Place: New Delhi Address : 6, Palam Marg,
Date: 25th May, 2016 Vasant Vihar, New Delhi, 110057
Mar 31, 2015
Dear Members,
The Directors have the pleasure in presenting the Sixteenth Annual
Report on business and operations, together with the audited financial
statement of the Company for the financial year ended March 31,2015.
1. Financial Results
The financial results of the Company for the year ended March 31, 2015
are summarized below for your consideration:
(Rs. in Crores)
(standalone) (Consolidated)
Particulars Year Year Year Year
ended Ended ended Ended
March March March March
31,2015 31,2014 31,2015 31,2014
income from 476.56 389.44 476.56 389.44
operations
Other income 22.69 11.70 22.71 11.72
Profit before finance, 154.38 120.97 154.38 120.98
Charges, Amortization,
depreciation and Tax
Finance Charges 1.48 3.59 1.48 3.59
(including Interest)
Depreciation 30.02 24.18 30.02 24.18
Profit before tax 122.88 93.20 122.88 93.21
Provision for Tax 41.85 31.88 41.85 31.89
Net Profit 81.03 61.32 81.03 61.32
Balance amount 222.16 172.80 222.20 172.84
brought forward
Profit Available for 303.19 234.12 303.24 234.16
appropriation
Transferred to General - 5.00 - 5.00
Reserve
Proposed Dividend 8.95 5.95 8.95 5.95
Corporate Dividend 1.79 1.01 1.79 1.01
Tax
Adjustment on account 0.51 - 0.51 -
of revision in useful
life of fixed assets
Balance Carried 291.94 222.16 291.99 222.20
forward
2. Performance
During the financial year under review, your Company''s revenue from
operations has been Rs. 476.56 Crores compared to Rs. 389.44 Crores
last year, an increase of 22.37%. Profit before tax has been Rs.122.88
Crores compared to Rs. 93.20 Crores last year, an increase of 31.84%
over the last year. Profit after tax has been Rs.81.03 Crores compared
to Rs. 61.32 Crores last year, registering an increase of 32.14 % over
the last year. Your Company''s business model is such that it mainly
depends on revenues from advertisements. Your Company, due to its
impeccable reputation, leadership position of the flagship channel "AAJ
TAK", and confidence reposed by its viewers and clients, managed to
achieve a highly satisfactory performance.
In recognition of its qualitative coverage and mass appeal, your
Company''s Channels have been conferred with the following prestigious
awards:
ENBA - 2014
Best Channel Marketing -Sach on Karo
Best Channel or Programme Promo - Election Express
Prime Time Awards- 2014
Best Programme launch promo - Sach On Karo
Best programme promotion - Sach On Karo
ITA 2014
Best News Channel - Aaj Tak
Best News Anchor - Anjana Om Kashyap
Abby 2014
Sach on Karo - Gold
AAJ TAK
Aaj Tak continued to maintain its leadership position for the 14th
consecutive year. Aaj Tak market share has increased from 17.1 % in
July-Sept''14 to 18.4 % in Jan-Mar''15. Aaj Tak continues to dominate by
being the channel of choice during key events. Whether it''s a national
or an international event, the credibility of Aaj Tak is unmatched. Aaj
Tak has been the number 1 Hindi News channels for Nonstop 100
weeks.(wk19''13- 14''15).
HEADLINES TODAY
Headlines Today''s share % has gone up from 13.4 % (FY-2013-14) to 14.4
% ( FY-2014-15).
(Source- TAM, Market- All India, TG- CS 25 M AB, Market Share %,
Period- As Mentioned, Channel shares % calculated among 5 English News
Channels)
Dilli Aaj Tak
Dilli Aaj Tak maintains a solid monopoly in Delhi and maintains its
viewership. Dilli Aaj Tak''s Universe share increased from 0.20
(April-Jun14) to 0.30 (Jan-Mar''15) in Delhi market.
(Source- TAM, Market- Delhi, TG- CS 15 , Period- As mentioned, Universe
Share)
TEZ
TEZ share has gone up from 3.0 % in April-June''14 to 4.2 % Jan-Mar''15.
In WK 12''15 TEZ share % was ahead of NDTV India and IBN 7 whereas in WK
13''15 it''s ahead of NDTV India and was equal to IBN 7.
(Source- TAM, Market- HSM, TG- CS 15 , Market Share %, Period- As
Mentioned, Channel shares % calculated among 12 Hindi News channels)
3. Dividend
Your Directors are pleased to recommend for your consideration and
approval payment of dividend @ 30% amounting to Rs. 1.50 per equity
share of Rs. 5/- each, for the financial year 2014-15. Total amount of
dividend outgo for the financial year shall be Rs.10.74 Crores
(including Corporate Dividend Tax amounting to Rs. 1.79 Crores).
The dividend will be paid to members whose names appear in the Register
of Members as on August 7, 2015; in respect of shares held in
dematerialised form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owners as on that
date. The Annual General Meeting is scheduled to be held on August 20,
2015.
4. Transfer to Reserve
There is no transfer of any amount to the General Reserve. An amount of
Rs. 291.94 Crores is proposed to retained in the Surplus.
5. deposits
During the year, your Company has not accepted/ renewed deposits from
the public within the meaning of Section 73, 74 and other relevant
provisions of the Companies Act, 2013 read with rules made thereunder.
6. directors and Key Managerial Personnel
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, and the Articles of Association of your Company, not less
than two-third of the total number of directors shall be liable to
retire by rotation. Further at least one-third of those liable to
retire by rotation shall retire at every Annual General Meeting. It
also provides that the total number of directors for the purpose of
this section shall not include Independent Directors. Therefore, based
on the present Board structure,Mr. Rajeev Thakore, Mr. Anil Vig and Mr.
Ashok Kapur, Independent Directors shall not be liable to retire by
rotation. Out of remaining three directors, Mr. Aroon Purie, Chairman &
Managing Director is non-rotational Director. The other two directors,
being two third shall be liable to retirement by rotation. Accordingly,
Mr. Devajyoti Bhattacharya, retires at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. We seek
your support in confirming his re-appointment as Director.
Re-appointment and Resignations
The Companies Act, 2013, provides for the appointment of Independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that Independent directors shall hold office for a term of up
to five consecutive years on the Board of the Company.
On recommendation of the Nomination and Remuneration committee, the
Board appointed Mr. Ashok Kapur, Mr. Rajeev Thakore and Mr. Anil Vig
as Independent Directors w.e.f. April 1, 2014 for a period of 5 years.
We thank shareholders for their support in confirming their
appointments in the Annual General Meeting held on August 20, 2014.
On recommendation of Nomination and Remuneration Committee, the Board
also appointed Mr. Ashish kumar Bagga and Mr. Dinesh Bhatia as Chief
Executive Officer and Chief Financial Officer respectively with effect
from May 14, 2014.
Ms. Koel Purie Rinchet resigned as Whole-Time Director with effect from
June 27, 2015 and shall continue as a Non-Executive Director on the
Board of the Company. The Board places its appreciation for the
services rendered by Ms. Koel Purie Rinchet during her tenure as
whole-time director of the Company.
7. Director''s Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is
confirmed that:
* in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
* the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
* the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* the Directors have prepared the annual accounts of the Company on a
going concern basis;
* the Directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
* the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. Committees of the Board
The Board of Directors of the Company has constituted four committees
namely, the Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee and Stakeholder''s
Relationship Committee.
A detailed note on the Board and its committees (Audit Committee,
Nomination and Remuneration Committee and Stakeholders'' Relationship
Committee) is provided in the ''Report on Corporate Governance'' section
in the Annual Report. The composition of the committees and
compliances, are as per the applicable provisions of the Companies Act,
2013 & revised clause 49 of the listing agreement and Rules, are as
follows:
Name of the Committee Composition of the Committee
Audit Committee Mr. Ashok Kapur- Chairman
Mr. Rajeev Thakore
Mr. Anil Vig
Nomination & Mr. Ashok Kapur- Chairman
Remuneration Committee Mr. Anil Vig
Mr. Devajyoti Bhattacharya
Corporate Social Mr. Aroon Purie- Chairman
Responsibility Committee Mr. Ashok Kapur
Ms. Koel Purie Rinchet
Stakeholder''s Mr. Anil Vig- Chairman
Relationship Committee Mr. Ashok Kapur
Ms. Koel Purie Rinchet
Name of the Highlights of duties, responsibilities and activities
Committee
* The Board has defined the terms of reference of Audit
Audit Committee and charter of Audit Committee which
Committee provides the roles, responsibilities in pursuance of
Companies Act, 2013 and Listing Agreement.
* All recommendations made by the Audit Committee
during the year were accepted by the Board.
* http://specials.indiatoday.com/aajtaknew/ download/
Vigil_Mechanism_Whistle_Blower_Policy.pdf
* Committee assist the Board of Directors in fulfilling
its governance and supervisory responsibilities
Nomination & relating to appointment and removal of directors,senior
Remuneration management personnel, including Key Managerial
Committee Personnel (''KMP'') and remuneration of directors, KMP
and other employees of the Company.
* Committee complies with the roles and responsibilities
as outlined in Charter approved by the Board.
* The Committee has formulated a Nomination and
Remuneration Policy which is part of this Annual
Report.
Corporate *The Board has laid out the Company''s policy on
Social Corporate Social Responsibility (CSR), and the CSR
Responsi activities of the Company are carried out by the CSR
bility Committee as per the CSR Policy devised by the Board.
Committee During the year, the Company has spent 2% of its
average net profits made during the three immediately
preceding financial years through Care Today Fund.
*The CSR Policy is available on the Company''s website
under Corporate Governance heading, http://specials.
indiatoday.com/aajtaknew/download/csr_policy_final.pdf.
*The Committee reviews and ensures redressal of
investor grievances.
* The Committee noted that all the grievances of the
investors have been resolved during the year.
Stakeholder'' *Committee complies with the roles and responsibilitiess
Relationship as outlined in Charter approved by the Board.
Committee
9. Policies of the Company
The Company as per the provision of Companies Act, 2013 and Listing
Agreement entered into with stock exchanges formulated the following
policies:
Name of the Policy Web link
Related Party Transaction under Corporate
Policy Governance heading,
on the website, http://
specials.indiatoday.com/
aajtaknew/download/
Related_Party_
Transaction_Policy.pdf
Policy for Determining under Corporate
Material subsidiaries Governance heading, on
the website http://specials.
indiatoday.com/aajtaknew/
download/Policy_for_
Determining_Material_
Subsidiary.pdf
Vigil Mechanism Whistle http://specials.indiatoday.
Blower Policy com/aajtaknew/ download/
Vigil_Mechanism_
Whistle_Blower_Policy.pdf
Corporate Social http://specials.indiatoday.
Responsibility Policy com/aajtaknew/download/
csr_policy_final.pdf.
10. Extract of Annual return
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as
Annexure-1 to the Board Report.
11. Number of Meetings of Board
The Board met four times during the financial year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013 and Listing
Agreement entered into with stock exchanges.
12. Declaration by independent Directors
The Company has received the necessary declaration from each
Independent Director under Section 149(7) of the Companies Act, 2013,
that they meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement entered into with stock exchanges.
13. Training of independent directors
The Familiarization Programme for Independent Directors aims to
familiarize them with the Company, their roles, rights, and
responsibilities in the Company, nature of industry, and business model
of the Company etc., to enable to take sound decisions and contribute
towards the overall growth of the company. The Independent Directors
have complete access to the information within the Company. The Company
regularly conducts training sessions for the Independent Directors
where specific presentations were provided to them about the Company''s
strategy, business model, operations, markets, organization structure,
product offerings, finance, risk management framework, competitor''s
analysis and various other factors affecting the company''s business.
Moreover interactive meets are organized from time to time where they
get opportunity to interact with Senior Management, Head of departments
and other key personnel of the organization. All important corporate
communications/announcements are forwarded to all the Independent
Directors on regular basis to keep them abreast with what is happening
in the company. Independent Directors have the freedom to interact with
the Company''s management as and when required. The Appointment letters
issued to Independent Directors also includes the roles, duties and
responsibilities in the Company.
The details of such familiarization programmes for Independent
Directors are posted on the website of the Company and can be accessed
at:- http://media2. intoday. in/aajtak/investors/Familiarization%
20Programme%20for%20Independent%20Directors.pdf
14. Criteria for Appointment of Directors
The Company has made Nomination and Remuneration Policy ("Policy") for
appointment and remuneration of Directors, key managerial personnel and
other employees. Currently, the Board consist of 6 members, out of
which one is Managing Director, two of which are Non-executive
Directors and three are Independent Directors to maintain the
Independence of the Board and separate its functions of governance and
management. The Board periodically evaluates the need for change in
its composition and size.
The Policy, includes criteria for determining qualifications,
positive attributes, independence of director and other matters
provided under Sub-section (3) of the Section 178 of the Companies Act,
2013, is included in the Nomination and Remuneration Policy adopted by
the Board, forms part of this Annual Report. We affirm that the
remuneration paid to directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
15. Risk Management
The Company has formulated the Risk Management Policy through which the
Company has identified various risks like strategy risk, industry and
competition risk, operation risk, liability risks, resource risk,
technological risk, financial risk. The Company faces constant pressure
from the evolving marketplace that impacts important issues in risk
management and threatens profit margins. The Company emphasizes on
those risks that threaten the achievement of business objectives of
the Group over the short to medium term. Your Company has adopted the
mechanism for periodic assessment to identify, analyze, and mitigation
of the risk.
The appropriate risk identification method will depend on the
application area (i.e. nature of activities and the hazard groups), the
nature of the project, the project phase, resources available,
regulatory requirements and client requirements as to objectives,
desired outcome and the required level of detail.
The trend line assessment of risks, analysis of exposure and potential
impact shall be carried out. Mitigation plans shall be finalized,
owners identified, and progress of mitigation actions shall be
regularly and periodically monitored and reviewed.
Treatment options which are not necessarily mutually exclusive or
appropriate in all circumstances shall be driven by outcomes that
include:
* Avoiding the risk,
* Reducing (mitigating) the risk,
* Transferring (sharing) the risk, and
* Retaining (accepting) the risk.
16. Corporate social responsibility
Corporate Social Responsibility ("CSR") is the Companies intent to make
a positive difference to the society; Companies have realized that the
Government alone will not be able to get success in its endeavor to
uplift the Society so therefore the concept of CSR has gained its
prominence in recent years and has been made mandatory as per Companies
Act, 2013, which requires Companies to contribute some part of its
profits towards the CSR activities. With the rapidly changing corporate
environment, more functional autonomy and operational freedom we have
adopted Corporate Social Responsibility as a strategic tool for
sustainable growth. We are committed to operate our business with
emphasis on CSR in all areas of our operation. We will integrate our
business values and operations to meet the expectations of our
shareholders, customers, employees, regulators, investors, suppliers,
community and to take care of environment with best interest.
CSR Vision
1. Build a Powerful Partnership with Society for ''Sustainable
Development'';
2. To improve the quality of life of the communities we serve through
long term stakeholder value creation.
As per the Companies Act, 2013, all companies having net worth of Rs.
500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net
profit of Rs. 5 Crore or more during any financial year are required to
constitute a corporate social responsibility (CSR) committee of the
Board of Directors comprising three or more directors, at least one of
whom should be an independent director and such Company shall spend at
least 2% of the average net profits of the Company''s three immediately
preceding financial year. Accordingly, your Company has spent Rs.
9,325,944 through Care today fund towards CSR activities.
The details of CSR Committee composition and meetings of CSR Committee
are hereunder:-
Name of the Designation Date of
Members meetings held
during the year
Mr. Aroon Chairman 10th November,
Purie- Chairman 2014
and Managing
Director
Mr. Ashok Kapur- Member 6th February,
Director 2015
Ms. Koel Purie- Member
Director
Care Today Fund part of India Today Group was setup to focus on CSR
initiatives of the group and your Company had contributed in the past
in CSR activities through Care Today Fund long before the provisions
related to CSR under the Companies Act, 2013 were applicable.
The Board of Directors on the basis of recommendations received from
CSR Committee had approved Swatch Bharat Abhiyan activities which shall
be carried out through Care Today Fund and monitored by CSR Committee
as CSR project/programs for contribution towards Corporate Social
Responsibility activities.
The details relating to the Company''s CSR Activities for the financial
year 2014-15 as required to be disclosed under the provisions of the
Companies Act 2013 is provided in the Annexure-2 to the Board''s Report.
17. Board Evaluation
In terms of Companies Act, 2013 and Listing Agreement entered into with
stock exchanges, there is requirement of formal evaluation by the Board
of its own performance and that of its committees and individual
directors.
The evaluation of individual directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation criteria has been explained in the Nomination and
Remuneration Policy adopted by the Board and forms part of this Annual
report.
18. Vigil Mechanism
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a Vigil mechanism and Whistle blower policy
under which the persons covered under the policy are free to report
misuse or abuse of authority, fraud or suspected fraud, violation of
company rules, manipulations,negligence causing danger to public health
and safety, misappropriation of monies,and other matters or activity on
account of which the interest of the Company is affected.. The
reportable matters may be disclosed to the vigilance officer which
operates under the supervision of the Audit Committee. Persons covered
under the Policy may also report to the Chairman of the Audit Committee
During the year under review, no employee was denied access to the
Audit Committee.
The Policy on vigil mechanism or whistle blower policy may be accessed
on the Company''s website at the link:
http://specials.indiatoday.com/aajtaknew/download/
Vigil_Mechanism_Whistle_Blower_Policy.pdf
19. details of Loans Given, investments Made and Guarantee Given
Covered U/s 186 (4) of the Companies Act, 2013
During the Financial Year 2014-15 the Company, has not made any loan,
given any guarantee or provided security in connection with the loan to
any other body corporate or person and has not made any investment by
way of subscription or purchase, the securities of any other body
corporate.
Further, the Company had during its previous years made a strategic
investment in Mail Today Newspapers Private Limited (Mail Today), a
differentiated newspaper with respect to content as well as value to
its advertisers, in earlier years, it has acquired stake amounting to
Rs. 45.52 Crore. During the year, the Company has received a guarantee
from its holding company, Living Media India Limited, for indemnifying
any loss to the Company arising from the sale of the said investment.
The same has been further elaborated in Note no. 40 of the Financial
Statement which is self explanatory.
20. Particulars of contracts or arrangements with related parties
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on an arm''s length basis. During the year, the Company had
not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the link
http://specials.indiatoday.com/aajtaknew/
download/Related_Party_Transaction_Policy.pdf Your Directors draw
attention of the members to Note 36 to the financial statement which
sets out related party disclosures and thus, no disclosure is annexed
in Form AOC 2 to this Board''s Report.
21. disclosure of Remuneration
As per the provisions of Section 197 read with rule 5(1) of the
Companies (Appointment and Managerial Personnel) Rules, 2014 is annexed
hereto and forms part of the Board Report as Annexure-3.
As per the provisions of Section 136 of the Companies Act, 2013 read
with amended Clause 32 of the Listing Agreement with the Stock
Exchanges, the Annual report is being sent to all shareholders of the
Company excluding Particulars of employees as required under Section
197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies
(Appointment and Managerial Personnel) Rules, 2014. Any shareholder
interested in obtaining such particulars may inspect the aforesaid
particulars at the registered office of the company during business
hours for a period starting twenty days before the date of the annual
general meeting or may also write to the Company Secretary at the
Company''s Corporate office at India Today Mediaplex, FC-8, Sector 16A,
Filmcity, Noida-201301, Uttar Pradesh for obtaining a copy of the same.
No Director, of the Company who is receiving commission from the
Company is in receipt of any remuneration or commission from any
holding company or subsidiary company of the Company.
22. Subsidiary Company
The audited financial Statement of Accounts, alongwith the report of
the Board of Directors and the Auditor''s Report pursuant to Section
129(3) of the Companies Act, 2013 of the wholly owned subsidiary
Company, TV Today Network (Business) Limited, for the year ended on
March 31, 2015 is annexed as Annexure-4 to this Board''s Report.
23. Consolidated Accounts
In accordance with the requirements of Companies Act, 2013 and rules
made thereunder, your Company has prepared the Consolidated Accounts of
itself and its subsidiary, as a single entity, which is annexed
herewith.
24. statutory Auditors
The Statutory auditors of your Company M/s Price Waterhouse, Chartered
Accountants hold office up to the conclusion of the forthcoming Annual
General Meeting and are eligible for re-appointment.
The Company has received letters from Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. Further, the Board of directors of the
Company recommend to the shareholders for their approval,
re-appointment of M/s Price Waterhouse, Chartered Accountants till the
conclusion of Eighteenth Annual General Meeting.
In terms of the requirement of section 148 of the Companies Act 2013,
your Board of Directors has appointed M/s. SKG & Co., Cost Accountants,
as the Cost Auditor for the financial year ending March 31, 2016.
Further, the board of Directors of the Company recommend to the
shareholders for their approval, remuneration to be paid to the Cost
Auditors Rs. 1,00,000/- (exclusive service tax & out of pocket
expenses)
25. secretarial Auditors
PI & Associates, Practicing Company Secretaries was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15 as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The Secretarial Audit report for Financial Year
2014-15 forms part of the Annual Report as Annexure-5 to the Board''s
Report.
Also, the Board had appointed PI & Associates, Practicing Company
Secretaries as Secretarial Auditor of the Company for the financial
year 2015-16.
26. Auditor''s Report
There are no qualifications of Auditors on the Accounts of the Company
for the financial year ended March 31, 2015 requiring further comment
from the Board of Directors.
There are no qualifications of Secretarial Auditors on the Secretarial
Audit Report to the Company for the financial year ended March 31, 2015
requiring further comment from the Board of Directors.
27. internal Financial Control
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of business, including adherence to the
Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records, and timely preparation of reliable financial
disclosures.
28. Corporate Governance
In accordance with Clause 49 of the Listing Agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders'' value.
The report on Corporate Governance for the financial year 2014-15 is
given in a separate section titled "Report on Corporate Governance" and
Certificate of Company Secretary in Practice as required under the
revised Clause 49 of the Listing Agreement is appended herewith which
forms part of this Annual Report as Annexure-7.
29. Employees Stock Option Plan
Human Resource is the key to the success of any organization. The
Company has always valued its human resources and has tried to adopt
the best HR practices. To retain and nurture well-performing employees
who are contributing to the growth of the Company. The Board of
Directors of your Company has approved an Employees'' Stock Option
Scheme during the Year 2006 in accordance with SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
(hereinafter referred to as "SEBI Regulations")
with the objective of strengthening employee bonds with the Company and
creating a sense of ownership. Your Board felt it appropriate to extend
ESOPs to permanent employees in the management staff, including
Managing Director and Whole-time Director(s) in order to motivate and
retain the best talent. Further, during the year the Company has not
amended the scheme as per the new regulations i.e. SEBI (Share Based
Employee Benefit) regulations, 2014. The details pursuant to SEBI
(Share Based Employee Benefit) regulations, 2014 has been placed on the
website and weblink of the same is http:// aajtak.intoday. in/investor
A certificate from Statutory Auditors, with regard to the
implementation of the Company Employees'' Stock Option Scheme, would be
placed before the shareholders in the next Annual General Meeting and a
copy of the same shall be available for inspection at the registered
office of the Company.
30. Proposed Sale of FM Radio Business
The Board on February 6, 2015 approved the sale of Radio FM Business
(seven radio stations) of the Company subject to regulatory approvals,
and authorised a Committee of Senior Officials consisting of Mr. Aroon
Purie, Mr. Ashish Kumar Bagga and Mr. Dinesh Bhatia ("Committee") to
negotiate and execute requisite documents with potential buyers.
In furtherance to the aforesaid, a non-binding memorandum of
understanding ("MoU") was signed with Entertainment Network (India)
Limited ("ENIL").
On February 16, 2015, an application was filed with the Ministry of
Information and Broadcasting ("MIB") seeking its approval for the sale
of Radio FM Business to ENIL. Since there was no response from the MIB
on the application filed by the Company, the Company filed a writ
petition in the Delhi High Court to expedite the matter. On April 20,
2015, the Court directed the MIB to decide the Company''s application
within two weeks. MIB by its order dated May 1,2015 denied approval to
the sale of Radio FM Business on the ground that the proposed sale is
not in conformity with the FM Radio Guidelines.
In Committee''s meeting on May 8, 2015,the Committee took note of the
MIB order dated May 1,2015, approved the amendment of the MoU and
agreed to consider other possible options along with ENIL.
The Committee has further decided to challenge the above referred MIB
order with the Delhi High Court.
31. Management Discussion and Analysis Separate report on Management
Discussion & Analysis is appended herewith.
32. Conservation of Energy, Technology Absorption and foreign exchange
earnings and outgo.
In terms of the requirement of clause (m) of sub-section (3) of Section
134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, the particulars with respect to "Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo"
are given as under:
a) Conservation of energy: Your Company have already worked out and
developed a plan to replace the existing conventional light fixtures
with LED lights and developed customized LED lighting fixtures which
will be suitable and appropriate to replace the existing lighting
system. It has been processed with Commercial Wing to finalize the
terms with the vendors, as per the company''s policy.
1. the steps taken or impact on conservation of energy : Replaced the
existing conventional lighting fixtures with LED lighting fixtures
which will be saving electrical energy by 60% to 70%.
2. the steps taken by company for utilizing alternate sources of
energy : During the year, Company carried out initial survey for
feasibility for installation of solar power utilization but there is
space constraints in the building to develop this alternate source.
3. the capital investment on energy conservation equipment''s : Your
Company would be investing approx Rs. 20 lakhs in financial year 2015 -
16 and another Rs. 20 lakhs in the subsequent financial year. Once
implemented fully (expected date of completion June 2016), there would
be a saving of approx Rs. 60 lakhs p.a.
(b) Technology Absorption
1. The efforts made towards Technology Absorption: Technology is ever
changing and employees of the Company are made aware of the latest
working techniques and technologies through workshops and discussion
sessions for optimum utilization of available resources and to improve
operational/ production efficiency. The Company uses the latest High
Definition (HD) - Standard Definition Television (SD) digital
technology in broadcasting its programs.
The Company is aware of implementation of latest technologies in key
working areas and outdated technologies are constantly identified and
updated with latest/new innovations.
2. The benefits derived like product improvement, cost reduction,
product development or import substitution
Product improvement and cost reduction is always the Company''s priority
while we choose new equipment. At the same time we do not change
technology every year as major changes can only be made at the time of
launch of new channel or revamp of existing format to new format. But
whatever equipment we add, to meet our growing requirement we follow a
process and cost benefits are captured.
3. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) :
(a)
Last three Financial Years Value of Import (in Rs)
2011 - 12 65,44,035
2012 - 13 6,33,463
2013 - 14 1,71,114
(b) whether the technology been fully absorbed- Yes
(c) if not fully absorbed, areas where absorption has not taken place
and the reasons thereof-N.A
4. The expenditure incurred on Research and Development:
Your Company is doing research to explore new technology available and
to meet this requirement various conferences and workshops are attended
as well keep constant engagement with vendors to understand the new
products that were launched.
(c) Transaction in Foreign Currency :
i) Value of Imports : Rs. 45,536,119
(CIF basis)
ii) Expenditure in foreign
currency (Accrued basis)
(a) Traveling Expenses : Rs. 15,759,008
(b) Production Cost : Rs. 129,125,107
(c) Repair and Maintenance : Rs. 15,085,838
(d) Others : Rs. 21,040,105
(e) Income in foreign : Rs. 124,564,082
currency
(Accrued basis)
33. statement under sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34. Acknowledgment
Your Directors place on record their deep appreciation of the
contribution made by all section of employees with dedication,
commitment and team effort which helped your Company in achieving the
performance during the year despite stiff competition from the existing
as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the
Central Government, bankers, shareholders and investors at large and
look forward to their continued support.
for and on behalf of the Board of directors
Sd/-
Aroon Purie
Chairman &
Managing Director
DIN No.0002794
Place: New Delhi Address : 6, Palam Marg,
Date: 20th July, 2015 Vasant Vihar, New Delhi, 110057
Mar 31, 2013
TO THE MEMBERS
The Directors are pleased to present the Fourteenth Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March 2013.
1. Financial Results
The financial results of the Company for the year ended 31st March 2013
are summarized below for your consideration.
(Rs. in Crores)
Particulars Year Ended Year Ended
31stMar''13 31stMar''12
Income from operations 312.67 308.43
Other income 7.36 5.61
Profit before Finance, 41.95 31.90
Charges, Amortization,
Depreciation and Tax
Finance Charges
(including Interest) 3.34 1.43
Depreciation 21.03 14.04
Profit before tax 17.58 16.42
Provision for Tax 5.37 5.90
Net Profit 12.21 10.51
Balance amount brought forward 166.46 161.68
Profit Available
for appropriation 178.67 172.19
Transferred to General Reserve 0.65 0.55
Proposed Dividend 4.46 4.46
Corporate Dividend Tax 0.76 0.72
Balance Carried forward 172.80 166.46
2. Performance
During the financial year under review, your Company''s revenue from
operations has been Rs. 312.67 Crores compared to Rs. 308.43 Crores
last year, an increase of 1.37 %. Profit before tax has been Rs 17.58
Crores compared to Rs. 16.42 Crores last year, increase of 7.06% over
the last year. Profit after tax has been Rs.12.21 Crores compared to
Rs. 10.51 Crores last year, registering an increase of 16.17 % over the
last year.
Your company''s business model is such that it mainly depends on Ad
Revenues. Your Company due to its Channel''s impeccable reputation and
leadership position of the flagship channel "AAJ TAK", and confidence
reposed by its viewers and clients managed to achieve a reasonably
satisfactory performance.
In recognition of its leadership position, your Company''s Channels have
been conferred with the following prestigious awards:
- ITA Award for best Hindi News -Aaj Tak Channel 2012
- Visual Communication Awards at CII - Aaj Tak Design Excellence Awards
2012
- Gold Awards 2012 - Best Hindi News - Aaj Tak Channel
News Television Awards 2013:
- Best Business News Program - Aaj Tak
- Best Crime Show - Aaj Tak
- Current Affairs Feature - Aaj Tak
- Sports Feature - Aaj Tak
- Public Debate Show - Aaj Tak
- Entertainment News Anchor - Aaj Tak
- Set Design (Actual) - Aaj Tak
- Best Use of Graphics in a Promo - Aaj Tak
- Promo for a Channel - Aaj Tak
- Promo Campaign by a News Channel - Aaj Tak
- Daily Prime Time News Show - Aaj Tak
- TV News Presenter - Aaj Tak
- TV News Anchor - Aaj Tak
AAJ TAK
Aaj Tak continued to maintain its leadership position for the 12th
consecutive year. Aaj Tak share has increased from 17.7% in
Jan-March''12 to 20.3% in Jan-March''13. Aaj Tak continues to dominate by
being the channel of choice during key events. Whether it''s a national
or an international event, the credibility of Aaj Tak is unmatched. As
per IRS Data, Aaj Tak maintains absolute leadership with viewership of
65.7 million (CS viewer). Also, Aaj Tak was bestowed with the Best
Hindi News Channel by the Indian Television Awards in 2012
consecutively 12th Year.
HEADLINES TODAY
Headlines Today share has increased from 9.7% in Jan-March''12 to 23.6%
in Wk14-20''13. In 2012 held News Television Academy Awards, Headlines
Today was bestowed with 6 awards, including Best Entertainment Anchor
Denzil O'' Connell, Best Reporter Neha Dixit, Best Investigative report
- Inside Lanka''s Killing Fields, Best Investigative Feature - Telangana
tangle and Best Current Affairs Programme (Home & International) -
Inside Libya.
TEZ
Tez was launched to cater to the news viewer who has little time and
wants condensed news. "Tez" had continued to maintain its share in HSM.
In Mumbai, Tez has a higher market share than NDTV India and IBN 7
(Source:-TAM,MKT- MUMBAI,TG-CS15 ,Period-Jan-Mar''13).
DILLI AAJ TAK
Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The
channel has a news-you-can-use format, and has been No.1 in Delhi since
the date of its launch. Dilli Aaj Tak maintains a solid monopoly in
DelhI with 86.2% share in Wk14-40''13 as compared to 82.8% in
Jan-March''12. In Phase 1 of digitization implementation Dilli Aaj Ta k
share reduced to 72.1% in Oct-Dec''12 and then grown substantially after
that.
3. Dividend
Your directors are pleased to recommend for your consideration and
approval payment of dividend @ 15% amounting to Rs. 0.75 per equity
share of Rs. 5/- each for the financial year 2012-13. Total amount of
dividend outgo for the financial year shall be Rs. 5.22 Crores
(including Corporate Dividend Tax amounting to Rs. 0.76 Crores).
4. Deposits
During the year, your Company has not accepted/ renewed deposits from
the Public within the meaning of Section 58A, 58AA and other relevant
provisions of the Companies Act, 1956, if any.
5. Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of your Company, Mr. Rakesh Kumar
Malhotra and Mr. Anil Mehra, Directors, liable to retire by rotation at
the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. Your directors recommend re-appointment
of Mr. Rakesh Kumar Malhotra and Mr. Anil Mehra as directors on the
Board of the Company.
6. Director''s Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors'' subscribe to Directors'' Responsibility Statement and confirm
that:
- in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- they had selected such accounting policies and applied them
consistently and made judgement 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 2012-13 and of the profit
of the company for that period;
- they had taken 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;
- the annual accounts had been prepared on a going concern basis.
7. Subsidiary Company
The Audited Statement of Accounts, alongwith the report of the Board of
Directors and the Auditor''s Report pursuant to Section 212 of the
Companies Act, 1956 of the wholly owned subsidiary Company, TV Today
Network (Business) Limited, for the year ended on 31st March 2013 is
annexed.
8. Consolidated Accounts
In accordance with the requirement of Accounting Standard 21 of the
Institute of Chartered Accountants of India to present consolidated
accounts, your Company, has prepared the consolidated Accounts which is
annexed herewith.
9. Investments
Your Company has made a strategic investment in Mail Today Newspapers
Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52
Crore. This investment is towards entering into the Print Media
utilizing the synergies of content and brand. The same has been further
elaborated in Note no. 40 of the Financial statement which is self
explanatory.
10. Auditors
The statutory auditors of your Company M/s Price Waterhouse, Chartered
Accountants holds office up to the conclusion of the forthcoming Annual
General Meeting and have offered themselves for re-appointment. They
have confirmed that, if re-appointed, their appointment would be within
the limits prescribed under Section 224 (1B) of the Companies Act,
1956. Your directors recommend their re-appointment as Statutory
Auditors of the Company.
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board of Directors has appointed
M/s. SKG & Co., Cost Accountants, as the Cost Auditor for the financial
year ended March 31st , 2013.
11. Auditor''s Report
There are no qualifications of the Auditors on the Accounts of the
Company for the financial year ended 31st March 2013 requiring further
comment from the Board of Directors.
12. Corporate Governance
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders'' value.
The report on Corporate Governance for the financial year 2012-13 is
given in a separate section titled "Report on Corporate Governance" and
Certificate of Company Secretary in Practice as required under the
revised Clause 49 of the listing agreement is appended herewith which
forms part of this Annual Report.
13. Employees Stock Option Plan
Human Resource is the key to the success of any organization. The
Company has always valued its human resources and has tried to adopt
the best HR practices. To retain and nurture well-performing employees
who are contributing to the growth of the Company, your Company
introduced stock option plan (ESOP) for its employees and Directors in
2006.The disclosures in compliance with clause 12 of the Securities and
Exchange Board of India (Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the
Annexure appended herewith.
A certificate from Statutory Auditors, with regard to the
implementation of the Company Employees'' Stock Option Scheme, would be
placed before the shareholders in the next Annual General Meeting, and
a copy of the same shall be available for inspection at the registered
office of the Company.
14. Management Discussion and Analysis
Separate report on Management Discussion & Analysis is appended
herewith.
15. The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
In terms of the requirement of clause (e) of sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
particulars with respect to "Conservation of Energy, Technology
Absorption and foreign exchange earnings and outgo" are given as under:
(a) Conservation of Energy : Not Applicable
(b) Technology Absorption : Not Applicable
(c) Transaction in Foreign Currency :
i) Value of Imports : Rs. 60,602,098
(CIF basis) ii) Expenditure in foreign currency (Accrued basis)
(a) Traveling Expenses : Rs. 7,770,870
(b) Production Cost : Rs.118,396,663
(c) Repair and Maintenance : Rs. 11,645,250
(d) Others : Rs. 1,587,219 (e) Income in foreign currency : Rs.
71,780,993
(Accrued basis)
16. Particulars of Employees
Particulars of Employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 (as amended) is annexed hereto and forms part of this
report.
17. Acknowledgement
Your Directors place on record their deep appreciation of the
contribution made by all section of employees with dedication,
commitment and team effort which helped your Company in achieving the
performance during the year despite stiff competition from the existing
as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the
Central Government, bankers, shareholders and investors at large and
look forward to their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place : New Delhi Anil Mehra Aroon Purie
Date :May 27th, 2013 Director Chairman & Managing Director
Mar 31, 2012
The Directors are pleased to present the Thirteenth Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March 2012.
1. Financial Results
The financial results of the Company for the year ended 31st March 2012
are summarized below for your consideration.
(Rs. in Crores)
Particulars Year Ended Year Ended
31s,Mar'12 31s,Mar,11
Income from operations 308.43 293.38
Other income 5.61 9.42
Profit before Finance,
Charges, Amortization,
Depreciation and Tax 31.90 35.40
Finance Charges
(including Interest) 1.43 0.95
Depreciation 14.04 16.01
Profit before tax 16.42 18.45
Provision for Tax 5.90 6.03
Net Profit 10.51 12.42
Balance amount
brought forward 161.68 155.10
Profit Available
for appropriation 172.19 167.52
Transferred to
General Reserve 0.55 0.65
Proposed Dividend 4.46 4.46
Corporate Dividend Tax 0.72 0.72
Balance Carried forward 166.46 161.68
2. Performance
During the financial year under review, your Company's revenue from
operations has been Rs.308.43 Crores compared to Rs. 293.38 Crores last
year, an increase of 5.12%. Profit before tax has been Rs 16.42 Crores
compared to Rs. 18.45 Crores last year, registering a decline of 11 %
over the last year. Profit after tax has been Rs.10.51 Crores compared
to Rs. 12.42 Crores last year, registering a decline of 15.37% over the
last year.
Your company's business model is such that it mainly depends on Ad
Revenues. Your Company due to its Channel's impeccable reputation and
leadership position of the flagship channel "AAJ TAK", and
confidence reposed by its viewers and clients managed to achieve a
reasonably satisfactory performance.
In recognition of its leadership position, your Company's Channels have
been conferred with the following prestigious awards:
News Television Awards 2012
- TV News reporter - Neha Dixit
- Entertainment News Anchor - Denzil
- Investigative report - Inside Lanka's Killing Fields
- Entertainment News Show - Revisiting Ramayan- Saas and the city
- Investigative Feature - Telangana tangle
- Current Affairs Programme (Home & International) - Inside Libiya
Promo
- Best Use of Graphics in a Promo -HLT: Vote Drop Promo
- Promo Campaign by a News Channel - DAT: Aapka Chunaav Campaign
Promos
1. Promo for a Channel - Aaj Tak: Badal Gaya India
Aaj Tak
- Current Affairs Programme (Home & International) - Doctoron ki
D-Company
- Special Awards - Anna /Lok Pal Show - Aaj Tak
Tez
- Entertainment News Show - Dhoonthe Reh Jaaoge AAJ TAK
Aaj Tak continued to maintain its leadership position for the 11th
consecutive year. Aaj Tak reach has increased from 48.64 million in FY
2009-10 to 51.54 million in 2011-12. Aaj Tak continues to dominate by
being the channel of choice during key events. Whether it's a national
or an international event, the credibility of Aaj Tak is unmatched. As
per IRS Data, Aaj Tak maintains absolute leadership with a reach of
62.2 million (CS viewer). Also, Aaj Tak was bestowed with the Most
Trusted Channel Award by the Brand Trust Survey, Aaj Tak was voted no.
1 across all television categories.
HEADLINES TODAY
Year 2011-12 was the year of news. Be it Anna's movement for Lokpal or
the Cricket world cup, Headlines Today reported from the front and was
successful in binding the audience to the news. Headlines Today
maintained a reach of approx 10 Million in FY 2011-12. Moreover, at the
recently held News Television Academy Awards, Headlines Today was
bestowed with 6 awards, including Best Entertainment Anchor Denzil O'
Connell, Best Reporter Neha Dixit, Best Investigative report - Inside
Lanka's Killing Fields, Best Investigative Feature - Telangana tangle
and Best Current Affairs Programme (Home & International) - Inside
Libya.
TEZ
Tez was launched to cater to the news viewer who has little time and
wants condensed news. "Tez" had reach of 21.28 million viewers in FY
11-12 in the country as compared to 14.51 million in FY 2009-10. In
Mumbai, Tez has a higher market share than Zee News and IBN 7
(Source:-TAM, MKT- MUMBAI,TG-CS4 , Period-FY11-12).
DILLI AAJ TAK
Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The
channel has a news-you-can-use format, and has been No.1 in Delhi since
the date of its launch with an average reach of 3.92 million in 2011-12
as compared to 3.80 million in FY 2009-10. Dilli Aaj Tak Also maintains
a solid monopoly in Delhi .Our MCD election coverage beat even the
national players in Delhi.
3. Dividend
Your directors are pleased to recommend for your consideration and
approval payment of dividend @ 15% amounting to Rs. 0.75 per equity
share of Rs. 5/- each for the financial year 2011-12. Total amount of
dividend outgo for the financial year shall be Rs. 5.18 Crores
(including Corporate Dividend Tax amounting to Rs. 0.72 Crores).
4. Deposits
During the year, your Company has not accepted/ renewed deposits from
the Public within the meaning of Section 58A, 58AA and other relevant
provisions of the Companies Act, 1956, if any.
5. Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of your Company, Mr. Anil Vig and
Mr. Ashok Kapur, Directors, liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. Your directors recommend re-appointment of Mr. Anil
Vig and Mr. Ashok Kapur as directors on the Board of the Company.
6. Director's Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors' subscribe to Directors' Responsibility Statement and confirm
that:
- in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- they had selected such accounting policies and applied them
consistently and made judgment 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 2011-12 and of the profit
of the company for that period;
- they had taken 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;
- the annual accounts had been prepared on a going concern basis.
7. Subsidiary Company
The Audited Statement of Accounts, along with the report of the Board of
Directors and the Auditor's Report pursuant to Section 212 of the
Companies Act, 1956 of the wholly owned subsidiary Company, TV Today
Network (Business) Limited, for the year ended on 31 st March 2012 is
annexed.
8. Consolidated Accounts
In accordance with the requirement of Accounting Standard 21 of the
Institute of Chartered Accountants of India to present consolidated
accounts, your Company, in compliance with the said requirement has
prepared the consolidated Accounts which is annexed herewith.
9. Investments
Your Company has made a strategic investment in Mail Today Newspapers
Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52
Crore. This investment is towards proposed entry into the Print Media
utilizing the synergies of content and brand. The same has been further
elaborated in Note no. 40 of the Financial statement which is self
explanatory.
10. Auditors
The statutory auditors of your Company M/s Price Waterhouse, Chartered
Accountants holds office up to the conclusion of the forthcoming Annual
General Meeting and have offered themselves for re-appointment. They
have confirmed that, if re-appointed, their appointment would be within
the limits prescribed under Section 224 (1B) of the Companies Act,
1956. Your directors recommend their re-appointment as Statutory
Auditors of the Company.
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board of Directors has appointed
M/s. Jitender, Navneet & Co., Cost Accountants, as the Cost Auditor for
the financial year ended March 31st, 2012.
11. Auditor's Report
There are no qualifications of the Auditors on the Accounts of the
Company for the financial year ended 31st March 2012 requiring further
comment from the Board of Directors.
12. Corporate Governance
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders' value.
The report on Corporate Governance for the financial year 2011-12 is
given in a separate section titled "Report on Corporate Governance" and
Certificate of Company Secretary in Practice as required under the
revised Clause 49 of the listing agreement is appended herewith which
forms part of this Annual Report.
13. Employees Stock Option Plan
Human Resource is the key to the success of any organization. The
Company has always valued its human resources and has tried to adopt
the best HR practices. To retain and nurture well-performing employees
who are contributing to the growth of the Company, your Company
introduced stock option plan (ESOP) for its employees and Directors in
2006.The disclosures in compliance with clause 12 of the Securities and
Exchange Board of India (Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the
Annexure appended herewith.
A certificate from Statutory Auditors, with regard to the
implementation of the Company Employees' Stock Option Scheme, would be
placed before the shareholders in the next Annual General Meeting, and
a copy of the same shall be available for inspection at the registered
office of the Company.
14. Management Discussion and Analysis
Separate report on Management Discussion & Analysis is appended
herewith.
15. The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
In terms of the requirement of clause (e) of sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
particulars with respect to "Conservation of Energy, Technology
Absorption and foreign exchange earnings and outgo" are given as under:
(a) Conservation of Energy : Not Applicable
(b) Technology Absorption : Not Applicable
(c) Transaction in Foreign
Currency :
i) Value of Imports : Rs. 264,408,514 (CIF basis)
ii) Expenditure in foreign currency (Accrued basis)
(a) Traveling Expenses : Rs. 20,023,167
(b) Production Cost : Rs. 79,802,299
(c) Repair and Maintenance : Rs. 1,123,041
(d) Others : Rs. 1,961,195
(d) Income in foreign
currency : Rs. 90,086,865 (Accrued basis)
16. Particulars of Employees
Particulars of Employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 (as amended) is annexed hereto and forms part of this
report.
17. Acknowledgement
Your Directors place on record their deep appreciation of the
contribution made by all section of employees with dedication,
commitment and team effort which helped your Company in achieving the
performance during the year despite stiff competition from the existing
as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the
Central Government, bankers, shareholders and investors at large and
look forward to their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi Anil Mehra Aroon Purie
Date : May 18th, 2012 Director Chairman &
Managing Director
Mar 31, 2011
TO THE MEMBERS
The Directors are pleased to present the Twelth Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March 2011.
1. Financial Results
The financial results of the Company for the year ended 31st March 2011
are summarized below for your consideration.
(Rs.in Crores)
Particulars Year Ended Year Ended
31st Mar'11 31st Mar'10
Income from operations 293.26 284.82
Other income 9.54 23.10
Profit before Finance,
Charges, Amortization
Depreciation and fax 35.40 75.13
Finance Charges
(Including Interest) 0.95 7.05
Depreciation 16.0l 21.10
Profit before tax 18.45 46.98
Provision for Tax 6.03 16.12
Net Profit 12.42 30.86
Balance amount brought forward 155.10 134.30
Profit Available for approbation 167.52 165.17
Transferred to General Reserve 0.65 5.00
Proposed Dividend 4.46 4.33
Corporate Dividend Tax 0.72 0.74
Balance Carried forward 161.68 l55.10
2. Performance
During the financial year under review your Company's revenue from
operatipns has been Rs.293.26 Crores compared to Rs. 284.82 Croses last
year Profit after tax was lower at Rs. 12.42 Crores compared to Rs.
30.86 Crores last year.
Your company's business model is such that it mainly depends on Ad
Revenues. Your Company due to its Channel's impeccable reputation and
leadership position of the flagship: channel "AAJ TAK", and confidence
reposed by its viewers and clients managed to achieve a reasonably
satisfactory performance.
In recognition of Its leadership position, your Company's Channels have
been conferred with the following prestigious awards:
News Television Awards 2011
- Best Crime Show (Hindi) - Vardaat (Aaj Tak)
- Best Entertainment Show (Hindi) - Bheja Fry (Tez)
- Best Promo - Raksha Bandhan (Dilli Aaj Tak)
- Best Investigative Feature-Honour Killers In Uniform (Headlines
Today)
- Best Prime Time Newscast -HTquestiors Journalist Ethics
Laadli Media Awards 2011
- Best News Feature-Branded a Witch, Hunted for Life
(Headlines Today)
Indian Television Academy Award 2010
- Best Hindi News Channel - Aaj Tak
AAJTAK
Aaj Tak continued-to maintain its leadership position for the
lOth consecutive year despite intense competition in the Hindi news
genre. Viewers reposed confidence in Aaj Tak for the 10th consecutive
year due to its editorial excellence, fair and unbiased reporting,
launch of new innovative News shows catering to different segments of
society and a motivated team of-well-qualified professionals.
In spite of intense competition and cluttered news space, Aaj Tak
continues to dominate by being the channel of choice during key
events. Whether it's a national or an international event, the
credibility of Aaj Takls is unmatched.
HEADLINES TODAY
2010-11 was a year of consolidation and: perception building for
Headlines Today. The past year established Headlines Today as a force
when it came to investigative and incisive news reporting.
Headlines Today have led from the front breaking stories of national
and international importance.
Headlines Today Reach has grown to 11.1 million, in 2010-11 as compared
to 10.15 million in 2009-10.
TEZ
Tez was launched to cater to those viewers who have little time and
want condensed news in quickest possible way mostlym the target group
of male, 25-44 years; Tez retained its ratings over the preceding year
with both reach and time spent also going up considerably
In the full year of operation ended March 31, 2011, "Tez" had reached
24.28 Million viewers as compared to 14.51 million last year. During
the quarter January-March 2011, the reach of "Tez" was 25.83 million
compared to 17.58. million durinq the same quarter last year.
DILLI AAJ TAK
Dilli Aaj Tak is TV Today's only metro centric 24 hrs news channel. In
the course of its five year journey so far since the launch in 2006,
the channel has not only redefined local news coverage but also acted
as an objective & positive catalyst in bringing out changes that affect
the lives of people of Delhi & NCR.The channel's news radar has always
picked issues ranging from daily water-power crisis to local body polls
assembly & parliament elections & very big events like commonwealth
games & their impact on overall capital canvas. Through its performance
year after year it has carved a niche when compared with national
broadcasters. It has truly lived its catch line "Aap Ka Shahr Aap Tak"
by consolidating its connect with viewers by raising their issues,
their problems through live & interactive programming & emerging as an
aggressive & unbiased campaigner for a decent life in a metropolitan
space like Delhi.
The channel has a news-you-can-use format, and has been No.1 in Delhi
since the date of its launch in Delhi with an average viewership of
4.26 million in 2010-11 as compared to 3.80 million in 2009-10. During
the quarter January-March 2011, the reach of "Dilli Aaj Tak" was 4.28
million compared to 4.51 million during the same quarter last year
3. Dividend
Your directors are pleased to recommend for your consideration and
approval payment of dividend @ 15% amounting to Rs. 0.75 per equity
share of Rs.5/-each for he financial year2010-11. Total amount of
dividend outgo for the financial year shall be Rs. 5.18 Crores
(including Corporate Dividend Tax amounting to Rs. 0.72 Crores)
4. Deposits
During the year, your Company has not accepted/ renewed deposits from
the Public within the meaning of Section 58A, 58AA and other relevant
provisions of the Companies Act, 1956, if any.
5. Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of your Company, Mr. Anil Mehra
and Mr. Rajeev Thakore Directors, liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. Your directors recommend, re-appointment of Mr.
Anil Mehra and Mr. Rajeev Thakore as Directors on the Board of the
Company.
6. Director's Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors' subscribe to Directors' Responsibility Statement and confirm
that:
- In the preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- they had selected such accounting policies and applied them
consistently and made judgement 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 2010-11 and of the profit
of the company for that period;
- they had taken 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;
- the annual accounts had been prepared on a going - concern basis.
7. Subsidiary Company
The Audited Statement of Accounts, along with the report of the Board
of Directors and Auditor's' Report pursuant,': to Section 212 of the
Companies Act 1956 of the wholly owned subsidiary Company, TV Today
Network (Business) Limited, for the year ended on 31st March 2011 is
annexed.
8. Consolidated Accounts
In accordance with the requirement of Accounting Standard 21 of the
Institute of Chartered Accountants of India to present consolidated
accounts, your Company, in compliance with the said requirement has
prepared the consolidated Accounts which is annexed herewith.
9. Investments
Your Company has made a strategic investment in Mail Today Newspapers
Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.50
Crore during the year ended March 31, 2011 .This investment is towards
considering a foray into the Print Media utilizing the synergies of
content and brand. The same has been further elaborated in Note no. 11
of the Financial statement which is self explanatory.
10. Auditors
The statutory auditors of your Company M/s Price Waterhouse, Chartered
Accountants holds office up to the conclusion of the forthcoming Annual
General Meeting and have offered themselves for re-appointment. They
have confirmed that, if re-appointed, their appointment would be within
the limits prescribed under Section 224 (1B) of the Companies Act,
1956. Your directors recommend their re-appointment as Statutory
Auditors of the Company.
11. Auditor's Report
There are no qualifications of the Auditors on the Accounts Of the
Company for the financial year ended 31st March 2011 requiring further
comment from the Board of Directors.
12. Corporate Governance
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders' value.
The report on Corporate Governance for the financial year 2010-11 is
given as a separate section titled "Report on Corporate Governance" and
Certificate of Company Secretary in Practice as required under the
revised Clause 49 of the listing agreement is appended herewith which
forms part of this Annual Report.
13. Employees Stock, option plan
Human Resource is the key to the success of any organization. The:
Company has always valued its human resources and has tried to adopt
the best HR practices. To retain and nurture well-performing employees
who are -contributing to the growth of the Company, your Company
introduced stock option plan (ESOR). for its employees and Directors in
2006.The disciosures in compliance with clause 12 of the Securities and
Exchange Board of India (Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the
Annexure appended herewith.
A certificate from Statutory Auditors, with regard to the
implementation of the Company Employees' Stock Option Scheme, would be
placed before the shareholders in the next Annual General Meeting, and
a copy of the same shall be available for inspection at the registered
office of the Company.
14. Management Discussion and Analysis
Separate report on Management Discussion & Analysis is appended
herewith.
15. The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
In terms of the requirement of clause (e) of sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
particulars with respect to "Conservation of Energy, Technology
Absorption and foreign exchange earnings and outgo" are given as under:
(a) Conservation of Energy : Not Applicable
(b) Technology Absorption : Not Applicable
(c) Transaction in Foreign Currency :
i) Value of Imports : Rs. 21,134,543
(CIF basis)
ii) Expenditure in foreign currency (Accrued basis)
(a) Traveling Expenses : Rs. 14,338,051
(b) Production Cost : Rs. 96,010,286
(c) Repair and Maintenance : Rs. 3,026,682
(d) Others : Rs. 15,876,959
(d) Income in foreign currency : Rs. 82,547,314
(Accrued basis)
16. Particulars of Employees
Particulars of Employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 (as amended) is annexed hereto and forms part of this
report.
17. Acknowledgement
Your Directors place on record their deep appreciation of the
contribution made by all section of employees with dedication,
commitment and team effort which helped your Company in achieving, the
performance during the year despite stiff competition from the existing
as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the
Central Government, bankers, shareholders and investors at large and
look forward to their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
Anil Mehra Aroon Purie
Director Chairman &
Managing Director
Place: New Delhi
Date : May 30th, 2011
Note : As per the provisions of Sections 219(1) (b) (iV) of the
Companies Act, 1956, read with amended Clause 32 of the Listing
Agreement with the Stock Exchanges, the Annual Report is being sent to
all shareholders of the Company excluding Particulars of Employees
under Section 217(2A) of the Companies Act, 1956 read with companies
(Particulars of Employees) Rules, 1975. Any shareholder interested in
obtaining such particulars may write to Company Secretary at the Company's
New Delhi office at Videocon Tower, E-1, Jhandewalan Extension Delhi-10
055.
Mar 31, 2010
The Directors are pleased to present the Eleventh Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March 2010.
1. Financial Results
The financial results of the Company for the year ended 31st March 2010
are summarized below for your consideration.
(Rs. in crores)
Particulars Year Ended Year Ended
31St Mar10 31St Mar09
Income from operations 284.82 249.99
Other income 23.10 24.21
Profit before Finance, Amortization,
Depreciation and Tax 75.13 68.46
Interest and Finance Charges 7.05 0.14
Depreciation 21.10 19.42
Profit before tax 46.98 48.74
Provision for Tax 16.12 15.19
Net Profit 30.86 33.55
Balance amount brought forward 134.30 110.84
Profit Available for appropriation 165.17 144.39
Transferred to General Reserve 5.00 5.00
Proposed Dividend 4.33 4.35
Corporate Dividend Tax 0.74 0.74
Balance Carried forward 155.10 134.30
1. ESOP expenses have been regrouped and included in the employee
cost.
2. The figures above are not comparable with the results for the year
ended March 31, 2009, as the current financial results for the year
ended on 31st March, 2010 include merged results of FM Radio
broadcasting business.
2. Performance
During the financial year, the FM Radio broadcasting business of Radio
Today Broadcasting Limited was merged with your Company. Hence the
financial results for the year ended on 31st March, 2010 reflect the
merged results of Television and FM Radio broadcasting business.
During the financial year under review, your Companys revenue from
operations has been Rs.284.82 Crores compared to Rs. 249.99 Crores last
year, an increase of 14 %. Profit before tax has been Rs 46.98 Crores
compared to Rs. 48.90 Crores last year, registering a decline of 4 %
over the last year. Profit after tax has been Rs.30.86 Crores compared
to Rs. 33.55 Crores last year, registering a decline of 8 % over the
last year. Since the results of FM Broadcasting business has been
merged with the financial year ended on 31st March, 2010, the figures
are not comparable with that of the previous financial year
Your companys business model is such that it mainly depends on Ad
Revenues. Your Company due to its Channels impeccable reputation and
leadership position of the flagship channel "AAJ TAK", and confidence
reposed by its viewers and clients managed to achieve a reasonably
satisfactory performance.
In recognition of its leadership position, your Companys Channels have
been conferred with the following prestigious awards:
News Television Award 2010
- Best Investigative News Report (English) - Centrestage (Dal Scam) on
Headlines Today
- Best Presented Popular News Show (English) - Ground Zero on Headlines
Today
- Best Show on Environment Awareness (English) - Beginning of the End
on Headlines Today
- Best News Promo (English) - Headlines Today (Enigma Called Indira)
- Best Auto Show (Hindi) - Nano Launch on Aaj Tak
- Best Business News Program - Budget ka Reality Show on Aaj Tak
- Best News Promo (Hindi) - Aaj Tak (Martyr)
- Best News Campaign (Hindi) - Aaj Tak (No. 1 Campaign)
Indian Television Academy Award 2009
- Best Hindi News Channel - Aaj Tak
- Best News & Current Affairs Anchor - Prabhu Chawla for Seedhi Baat
World Brand Congress 2009
- Most Popular Hindi News Channel - Aaj Tak
- Best Social Marketing - War on Terror
Indian News Broadcasting Awards 2009
- Best News Producer of the Year (English) - Sujay Bhattacharya for
Headlines Today
- CEO of the Year - G. Krishnan
- News Director of the Year (Hindi) - Q W Naqvi for Aaj Tak
Promax India 2009
- Best News & Current Affairs Promo - Satta Ka Semifinal (Aaj Tak)
- Best on- air Channel ident - Snail id (Tez)
AAJ TAK
Aaj Tak continued to maintain its leadership position for the 9th
consecutive year despite increased competition in the Hindi news genre
by the existing as well as new news channels launched in the last year.
Viewers reposed confidence in Aaj Tak for the ninth consecutive year
due to its editorial excellence, fair and unbiased reporting, launch of
new innovative current affairs programmes catering to different
segments of society and a motivated team of well- qualified
professionals.
Inspite of intense competition and a cluttered news space, Aaj Tak
continues to dominate by being the channel of choice during key events.
Whether its a national or an international event, the credibility of
Aaj Tak is unmatched.
During the year, viewership of Aaj Tak news channel has been 48.64
million compared to 43.85 million last year. During the quarter
January- March 2010, the viewership of Aaj Tak was 52.67 million
compared to 50.86 million during the same quarter last year.
HEADLINES TODAY
2009- 10 was a very fruitful year for Headlines Today.
Headlines Today emerged as one of the top news destinations with TRPs
and Time Spent reflecting it by the end of April 2010
It now has an investigation team and a bureau which is regularly
breaking stories of national importance. Headlines Today has been able
to penetrate deep into Chennai and Hyderabad markets both through its
news coverage and distribution strength.
The channel has bagged 4 prizes at the ITA awards thereby garnering
valuable industry appreciation. They include the prizes for Best
Popular News Show, Best Environmental News Documentary, Best Promo
(Enigma called Indira) and Best Investigative News Story (Dal scam).
German Bakery attacks and the Sania Wedding were breaking news stories
where viewers stayed with Headlines Today and propelled us ahead of the
competition
Headlines Today has reach of 10.15 million in 2009- 10 as compared to
10.65 million in 2008- 09. During the last quarter (Jan- Mar 2010) of
the Financial year, the reach of Headlines Today was 11.44 million
compared to 10.57 million during the same quarter last year.
Tez was launched to cater to the news viewer who has little time and
wants condensed news, mostly in the target group of Male, 25- 44 years,
SEC AB. Tez hold its own and retained its ratings over the preceding
year.
In the full year of operation ended March 31, 2010, "Tez" had reach of
14.51 million viewers in the Country as compared to 14.67 million last
year. During the quarter January- March 2010, the reach of "Tez" was
17.58 million compared to 15.57 million during the same quarter last
year.
Dilli Aaj Tak
The networks only metro centric 24 hrs news channel "Dilli Aaj Tak"
has completely changed the paradigms related to local news coverage
since its launch in 2006.The channels news radar has always picked
issues ranging from local water power crisis to assembly & parliament
elections & very recently, commonwealth games & their impact on overall
capital canvas. Through its powerful performance year after year it has
carved a niche when compared with national broadcasters. It has truly
lived its catch line "Aap Ka Shahr Aap Tak" by consolidating its
connect with viewers by raising their issues, their problems & emerging
as an aggressive & unbiased campaigner for a decent life in a
metropolitan space like Delhi. The channel has a news- you- can- use
format, and has been No.1 in Delhi since the date of its launch in
Delhi with an average viewership of 3.80 million in 2009- 10 as
compared to 2.71 million in 2008- 09. During the quarter January- March
2010, the reach of "Dilli Aaj Tak" was 4.51 million compared to 3.25
million during the same quarter last year.
3. Dividend
Your directors are pleased to recommend for your consideration and
approval payment of dividend @ 15% amounting to Rs. 0.75 per equity
share of Rs. 5/- each for the financial year 2009- 10. Total amount of
dividend outgo for the financial year shall be Rs. 5.07 Crores
(including Corporate Dividend Tax amounting to Rs.0.74 Crores).
4. Deposits
During the year, your Company has not accepted/ renewed deposits from
the Public within the meaning of Section 58A, 58AA and other relevant
provisions of the Companies Act, 1956, if any.
5. Demerger of Radio Broadcasting Business of Radio Today Broadcasting
Limited and its merger with your Company.
In the process of implementation of the composite scheme of arrangement
and in accordance with the order of Honble High Court of Delhi, a
court convened meeting of the equity shareholders of the Company was
held at Kamani Auditorium, Copernicus Marg, New Delhi - 110 001 on 21st
day of November 2009 to approve the proposed Scheme of Arrangement
between your Company and Radio Today Broadcasting Limited.
Shareholders present in person or by proxy or through authorized
representative at the meeting, represented 55.92% of total issued share
capital of the Company and 100% of those so present voted in favour of
the resolution.
In addition to the meeting of the equity shareholders, meeting of
unsecured Creditors of your Company was also held on 21st day of
November 2009 wherein the resolutions to implement the scheme of
arrangement was passed unanimously.
Subsequently, pursuant to the Composite Scheme of Arrangement, under
the provisions of the Companies Act, 1956 (The Scheme), approved by the
shareholders, sanctioned by the Honble High Court at Delhi and the
Ministry of Information and Broadcasting on November 21, 2009, February
24, 2010 and May 20, 2010 respectively, the undertaking of the radio
broadcasting business of Radio Today Broadcasting Limited, a company
engaged in the radio broadcasting and trading business (the Transferor
Company), was transferred to and vested in your Company (the Transferee
Company) with effect from 1 st April 2009 (Appointed Date). The
Scheme, a copy of which was filed with the Registrar of Companies
subsequent to the year end on 13th April, 2010, is an amalgamation in
the nature of merger. In accordance with The Scheme, all assets and
liabilities pertaining to the radio broadcasting business of the
Transferor Company, as on the appointed date, has been acquired by your
Company.
As a consequence of such merger, the financial results of your Company
for the year ending on 31st March, 2010 include the merged results of
Television and FM Radio broadcasting business.
6. Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of your Company, Mr. Anil Vig and
Mr. Rakesh Kumar Malhotra, Directors, liable to retire by rotation at
the forthcoming Annual General Meeting and being eligible, offer
themselves for re- appointment. Your directors recommend re- appointment
of Mr. Anil Vig and Mr. Rakesh Kumar Malhotra as directors on the Board
of the Company.
Mr. Ashok Kapur was appointed as Additional Director on the Board of
your Company after the last Annual General Meeting. Mr. Ashok Kapur
holds office upto the date of ensuing Annual General Meeting. Your
Directors recommend the appointment of Mr. Ashok Kapur as a Director on
the Board of the Company at the ensuing Annual General Meeting.
Ms. Koel Purie Rinchet was appointed as a Whole Time Director on the
Board of your Company after receiving clearance from the Ministry of
Information & Broadcasting w.e.f. 24th May 2010, subject to approval of
shareholders.
The Directors of your Company recommend the appointment of Ms. Koel
Purie Rinchet as Whole Time Director on the Board of the Company at the
ensuing Annual General Meeting.
7. Directors Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors subscribe to Directors Responsibility Statement and confirm
that:
- in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- they have selected such accounting policies and applied them
consistently and made judgement 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 2009- 10 and of the profit
of the company for that period;
- they have taken 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;
- the annual accounts have been prepared on a going concern basis.
8. Subsidiary Company
The Audited Statement of Accounts, along with the report of the Board
of Directors and the Auditors Report pursuant to Section 212 of the
Companies Act, 1956 of the wholly owned subsidiary Company, TV Today
Network (Business) Limited, for the year ended on 31st March 2010 is
annexed.
9. Consolidated Accounts
In accordance with the requirement of Accounting Standard 21 of the
Institute of Chartered Accountants of India to present consolidated
accounts, your Company, in compliance with the said requirement has
prepared the consolidated Accounts which is annexed herewith.
10. Buy Back of Equity Shares of the Company
Your Companys Buy- back Scheme for purchase of its Equity shares
through open market under the Stock Exchange Mechanism was opened on
16th March 2009. Under the Scheme your Company has bought back and
extinguished 2,03,752 Equity Shares from 1st April 2009 upto conclusion
of buy back i.e. 25th July 2009.
In totality your Company has bought back and extinguished 2,44,884
equity shares under Buy Back Scheme.
11. Investments
Your company has made a strategic investment in Mail Today Newspapers
Pvt. Ltd for which it has paid a sum of Rs.18.50 crores towards advance
payment for purchase of equity shares during the year ended March 31,
2010 . This investment is towards considering a foray into Hindi
newspaper market utilizing the synergies of content & brand subject to
necessary approvals. The same has been further elaborated in Note no 12
of the Financial statement which is self explanatory.
12. Auditors
The statutory auditors of your Company M/s Price Waterhouse, Chartered
Accountants holds office up to the conclusion of the forthcoming Annual
General Meeting and have offered themselves for re- appointment. They
have confirmed that, if re- appointed, their appointment would be within
the limits prescribed under Section 224
(1B) of the Companies Act, 1956. Your directors recommend their
re- appointment as Statutory Auditors of the Company
13. Auditors Report
There are no qualifications of the Auditors on the Accounts of the
Company for the financial year ended 31st March 2010 requiring further
comment from the Board of Directors.
14. Corporate Governance
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders value.
The report on Corporate Governance for the financial year 2009- 10 is
given as a separate section titled "Report on Corporate Governance" and
Certificate of Company Secretary in Practice as required under the
revised Clause 49 of the listing agreement is appended herewith which
forms part of this Annual Report.
15. Employees Stock Option Plan
Human Resource is the key to the success of any organization. The
Company has always valued its human resources and has tried to adopt
the best HR practices. To retain and nurture well- performing employees
who are contributing to the growth of the Company, your Company
introduced stock option plan (ESOP) for its employees and Directors in
2006.The disclosures in compliance with clause 12 of the Securities and
Exchange Board of India (Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the
Annexure appended herewith.
A certificate from Statutory Auditors, with regard to the
implementation of the Company Employees Stock Option Scheme, would be
placed before the shareholders in the next Annual General Meeting, and
a copy of the same shall be available for inspection at the registered
office of the Company.
16. Management Discussion and Analysis
Separate report on Management Discussion & Analysis is appended
herewith.
17. The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
In terms of the requirement of clause (e) of sub- section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
particulars with respect to "Conservation of Energy, Technology
Absorption and foreign exchange earnings and outgo" are given as under:
(a) Conservation of Energy : Not Applicable
(b) Technology Absorption : Not Applicable
(c) Transaction in Foreign Currency:
i) Value of Imports Rs. 17,189,659
(CIF basis)
ii) Expenditure in foreign currency (Accrued basis)
(a) Traveling Expenses : Rs. 12,125,759
(b) Production Cost : Rs. 131,990,652
(c) Repair and Maintenance : Rs. 2,940,188
(d) Others : Rs. 928,820
(d) Income in foreign currency : Rs. 83,477,363
(Accrued basis)
18. Particulars of Employees
Particulars of Employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 (as amended) is annexed hereto and forms part of this
report.
19. Acknowledgement
Your Directors place on record their deep appreciation of the
contribution made by all section of employees with dedication,
commitment and team effort which helped your Company in achieving the
performance during the year despite stiff competition from the existing
as well as new players in the news and current affairs genre.
Your Directors also acknowledge with thanks the support given by the
Central Government, bankers, shareholders and investors at large and
look forward to their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi Anil Mehra Aroon Purie
Date : 24th May 2010 Director Chairman &
Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article