TO THE SHAREHOLDERS
Your Directors are pleased to present the Thirty First Annual Report and AuditedFinancial Accounts of the Company for the financial year ended 31st March 2016.
The financial highlights for the year ended 31st March 2016 are given below:
|Particulars || |
For the year ended Standalone
For the year ended Consolidated
| ||31st March 2016 ||31st March 2015 ||31st March 2016 ||31st March 2015 |
|Total Income ||2493.30 ||2331.45 ||2680.41 ||2494.29 |
|Total Expenditure || || || || |
|(Excluding Interest &Financial Charges) ||1178.66 ||1217.24 ||1300.53 ||1333.45 |
|Profit before interest and tax ||1314.64 ||1114.21 ||1379.88 ||1160.84 |
|Interest & Financial Charges ||2.11 ||2.22 ||2.20 ||2.29 |
|Profit Before Extraordinary items and Tax ||1312.53 ||1111.99 ||1377.68 ||1158.55 |
|Extraordinary items (net) ||17.97 ||- ||17.97 ||- |
|Profit Before Tax after Extraordinary items ||1330.50 ||1111.99 ||1395.65 ||1158.55 |
|Provision for Taxation ||463.25 ||374.76 ||475.49 ||375.96 |
|Profit before minority interest & Share in Net Profit of Associates ||867.25 ||737.23 ||920.16 ||782.59 |
|Share in Profit from Associates ||- ||- ||10.63 ||13.53 |
|Profit after taxes ||867.25 ||737.23 ||930.79 ||796.12 |
|Profit attributable to : || || || || |
|Owners of Equity ||- ||- ||913.38 ||782.04 |
|Minority Interest ||- ||- ||17.41 ||14.08 |
|Profit after taxes ||867.25 ||737.23 ||913.38 ||782.04 |
|Accumulated Profit beginning of the year ||2227.04 ||2019.14 ||2195.48 ||1942.77 |
|Interim Dividend ||610.83 ||443.35 ||610.83 ||443.35 |
|Tax on Interim Dividend ||124.35 ||85.98 ||124.35 ||85.98 |
|Profit Carried Forward ||2359.11 ||2227.04 ||2373.68 ||2195.48 |
|Earnings Per Share (Face value Rs.5/-) before extraordinary items ||21.55 ||18.71 ||22.72 ||19.84 |
|Earnings Per Share (Face value Rs.5/-) after extraordinary items ||22.01 ||18.71 ||23.18 ||19.84 |
SUMMARY OF OPERATIONS
The Total Income for the year ended 31st March 2016 was Rs. 2493.30 crores as againstRs. 2331.45 crores during the previous year ended 31st March 2015. Profit Before Taxafter extraordinary items was Rs. 1330.50 crores as against Rs. 1111.99 crores in theprevious year. Profit After Tax after extraordinary items was Rs. 867.25 crores as againstRs. 737.23 crores in the previous year.
Your Company one of the largest Television Broadcasters in India operating SatelliteTelevision Channels across four languages of Tamil Telugu Kannada and Malayalam andpresently airing FM radio stations across India continues to have sustained and increasedviewership of its channels with Sun TV being the most watched channel in India.
During the financial year ended 31st March 2016 the Board of Directors declared theInterim Dividends of Rs. 6.00/- per equity share (120%) Rs. 2.00/- per equity share (40%)and Rs. 7.50/- per equity share (150%) at the Board Meetings held on April 30 2015February 12 2016 and March 14 2016 respectively and have not recommended any FinalDividend. The dividend payout would result in a total dividend of 310% i.e. Rs. 15.50/-per equity share of face value of Rs.5.00/- each for the financial year ended 31st March2016. (Prev. Year of 225% i.e. Rs 11.25/- per equity share of face value of Rs.5.00/-each). The Payout ratio currently stands at 84.77%.
TRANSFER TO RESERVES
During the financial year 2015-16 no amount has been transferred to the GeneralReserve.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (3) (c) and 134 (5) of the Companies Act 2013 your Directorsconfirm that to the best of their knowledge and belief:
Inthe preparation of the Statement of Profit & Loss for the financial yearended 31st March 2016 and Balance Sheet as at that date ("financialstatements") the applicable Accounting Standards have been followed along withproper explanation relating to material departures;
Appropriate accounting policies have been selected and applied consistently andmade such judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;
Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. To ensure this the Companyhas established internal control systems consistent with its size and nature ofoperations. In weighing the assurance provided by any such system of internal controls itsinherent limitations should be recognized. These systems are reviewed and updated on anongoing basis. Periodic internal audits are conducted to provide reasonable assurance ofcompliance with these systems. The Audit Committee meets at regular intervals to reviewthe internal audit function;
The financial statements have been prepared on a going concern basis.
Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
Proper systems are in place to ensure compliance of all laws applicable to theCompany;
DIRECTORS AND KEY MANAGERIAL PERSONNEL
None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 (2) of the Companies Act 2013.
Retirement by Rotation
As per the provisions of the Companies Act 2013 Mrs. Kavery Kalanithi Director ofthe Company will retire at the ensuing AGM and being eligible seeks re-appointment. TheBoard of Directors recommend her re-appointment.
The information on the particulars of director eligible for re-appointment in terms ofRegulation 36(3) of the Listing Regulations has been provided in annexure to the noticeconvening the Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. K. Vijaykumar Managing Director and Chief ExecutiveOfficer Mr. V.C. Unnikrishnan Chief Financial Officer and Mr. R. Ravi CompanySecretary. There has been no change in the Key Managerial Personnel during the year underreview.
APPOINTMENT OF MR. R. MAHESHKUMAR AS PRESIDENT
As a part of our ongoing effort to strengthen our Management Team the Company appointedMr. R. Maheshkumar as President with effect from 1st November 2015. Mr. R. Maheshkumar 46is a Chartered Accountant with over 23 years' experience out of which more than 15 yearshas been with Media Industry.
CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015
As required under Regulation 34 and Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") with the Stock exchanges we continue to be a pioneer in benchmarkingour corporate governance policies with the best in the media industry. The report onManagement Discussion and Analysis Corporate Governance as well as the Auditor'scertificate regarding compliance of conditions of Corporate Governance forms part of theAnnual Report.
Various information required to be disclosed under the Companies Act 2013 and ScheduleV of SEBI (LODR) Regulations 2015 is set out in the Annexure - I and forms part of thisreport.
AUDITORS AND SECRETARIAL AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules framed thereunder as amended from time to time theappointment of M/s. S.R. Batliboi & Associates LLP Chartered Accountants (ICAI FirmRegistration No: 101049W) as the Auditors of the Company approved by the Shareholders atthe 29th Annual General Meeting (AGM) for a term of three years i.e. till the conclusionof 32nd AGM which was subject to ratification at every AGM be and is hereby ratified tohold the office from the conclusion of this AGM till the conclusion of the 32nd AGM of theCompany to be held in the year 2017 at such remuneration plus applicable taxesout-of-pocket expenses etc. as may be mutually agreed between the Board of Directors ofthe Company and the Auditors.
As per the provisions of Section 204 of the Companies Act 2013 and Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Smt. Lakshmmi Subramanian Senior Partner of M/s. Lakshmmi Subramanian &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as Annexure VI.
There are no qualifications reservations or adverse remarks or disclaimers in theAuditors and Secretarial Auditors Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with Section 135 of the Companies Act 2013 the Company has constituteda Corporate Social Responsibility Committee. The CSR Committee of the Company has approveda CSR policy. The Annual report on CSR activities as required under Companies (CorporateSocial Responsibility Policy) Rules 2014 has been appended in Annexure II to this Report.Further details relating to the Corporate Social Responsibility Committee are provided inthe Corporate Governance Report which forms part of this report.
Your Company has two subsidiaries viz. M/s. Kal Radio Limited and M/s. South Asia FMLimited. There has been no material change in the nature of business of the subsidiaries.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary. In terms of proviso to subsection (3) of Section 129 of the Act the salient features of the financial statement ofthe subsidiaries is set out in the prescribed Form AOC - 1 as Annexure V which forms partof the annual report.
MATERIAL SUBSIDIARY COMPANY
As per Regulation 16 of the Listing Regulations your Company has no materialsubsidiary company whose turnover or net worth exceeds 20% of the consolidated turnoveror net worth respectively of your Company and its subsidiaries in the immediatelypreceding accounting year.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 (2) of the Companies Act 2013 an amount of Rs. 0.02 croresbeing unclaimed dividend pertaining to the financial year 2007-08 had been transferredduring the current year to the Investor Education and Protection Fund established by theCentral Government.
Your Company has not accepted any Deposits from the public in terms of Section 73 ofthe Companies Act 2013 during the financial year under review.
PARTICULARS OF EMPLOYEES
Sun TV Network Limited had 1906 employees as of 31st March 2016 (previously 2005). Inaccordance with the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the required information is annexed and forms part of this Report. However as per theprovisions of Section 136 of the Companies Act 2013 the Directors Report is being sentto all the Shareholders of the Company excluding the aforesaid annexure. Any shareholderinterested in obtaining a copy of the said annexure may write to the Company Secretary atthe Registered Office of the Company.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of financial year to which this financial statementsrelate to and the date of this Report.
INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITHRULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014
(A) CONSERVATION OF ENERGY
The Company is engaged in Satellite Television Broadcasting operations and theinformation as intended under Section 134 (3)(m) does not arise.
(B) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
The Company uses the latest high definition (HD) digital technology in broadcasting itsprograms. The outdated technologies are constantly identified and updated with latestinnovations.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|PARTICULARS ||31st March 2016 ||31st March 2015 |
|Foreign Exchange Earnings ||144.18 ||148.85 |
|Foreign Exchange Outgo ||49.94 ||60.86 |
CONSOLIDATED FINANCIAL STATEMENTS
As required by Accounting Standard - AS 21 on Consolidated Financial Statements issuedby The Institute of Chartered Accountants of India the Audited Consolidated FinancialStatements of the Company are attached. The Audited Consolidated Financial Statements alsoaccount for the minority interest of your Company's subsidiary South Asia FM Limitedpursuant to the strategic alliance with Red FM.
The Managing Director & Chief Executive Officer and the Chief Financial Officerhave submitted a certificate to the Board regarding the financial statements and othermatters as required under Regulation 17(8) of the Listing Regulations which forms part ofthe report.
APPRECIATION AND ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their deep appreciation of thededication hard work solidarity co-operation support and commitment of employees atall levels in maintaining the sustained growth of your Company and remain in the forefrontof media and entertainment business.
Your Directors thank and express their gratitude for the support and co-operationreceived from the Central and State Governments mainly the Ministry of Information andBroadcasting and the Department of Telecommunication and other stakeholders includingviewers producers vendors financial institutions banks investors service providersas well as regulatory and governmental authorities and stock exchanges for theircontinued support.
| ||On behalf of the Board |
|Place: Chennai ||Kalanithi Maran |
|Date: July 8 2016 ||Chairman |