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T.V. Today Network Ltd.

BSE: 532515 Sector: Media
NSE: TVTODAY ISIN Code: INE038F01029
BSE LIVE 15:40 | 11 Dec 388.85 -6.75
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NSE 15:57 | 11 Dec 390.05 -6.75
(-1.70%)
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OPEN 396.90
PREVIOUS CLOSE 395.60
VOLUME 19975
52-Week high 433.60
52-Week low 211.00
P/E 20.16
Mkt Cap.(Rs cr) 2,320
Buy Price 388.85
Buy Qty 269.00
Sell Price 0.00
Sell Qty 0.00
OPEN 396.90
CLOSE 395.60
VOLUME 19975
52-Week high 433.60
52-Week low 211.00
P/E 20.16
Mkt Cap.(Rs cr) 2,320
Buy Price 388.85
Buy Qty 269.00
Sell Price 0.00
Sell Qty 0.00

T.V. Today Network Ltd. (TVTODAY) - Director Report

Company director report

Your Directors have the pleasure of presenting their 18th Annual Report together withthe audited financial statements for the year ended March 312017.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 312017 are summarizedbelow for your consideration:

(' in Crores)

(standalone)

(Consolidated)

Particulars Year ended March 312017 Year ended march 312016 Year ended march 312017 Year ended march 312016
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‘Performance' are extracted from the Standalone and Consolidated Financial Statementswhich 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 recognizedaccounting practices and policies to the extent applicable. Beginning April 1 2016 theCompany has for the first time adopted Ind AS with a transition date of April 1 2015.

PERFORMANCE

On standalone basis your Company's revenue from operations for FY 2016-17 at '572.77Crores has been higher by 5.67 % over last year ('542.02 Crores in FY 2015-16). Profitbefore tax has been '162.02 Crores as compared to '113.75 Crores in the last year. Profitafter tax has been '107.88 Crores as compared to '60.84 Crores during the last year.

Your Company's business model is such that it mainly depends on revenues fromadvertisements. Your Company due to its impeccable reputation leadership position of theflagship channel “Aaj Tak” and confidence reposed by its viewers and clientsmanaged to achieve a highly satisfactory performance.

In recognition of its qualitative coverage and mass appeal your Company's channelshave 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) EntertainmentSpecial English (headlines Today) Entertainment Special Hindi (Aaj Tak)

Entertainment Talk Show English (headlines Today) Entertainment Talk Show Hindi (AajTak)

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 ChannelHindi (Aaj Tak)

News Videographer English (headlines Today)

Most Popular Social Media TV News Brand (Aaj Tak) Entertainment News AnchorHindi (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 IntegratedRural marketing - Aaj Tak safaigiri India's Most Trusted Hindi News Channel Brand: (AajTak) 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 andAwards

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 AudienceMeasurement System BARC with a Market Share of 16.8% (15+ NCCS All HSM Wk 14'16-13'17Relative Share basis Imp '000 out of 12 Hindi News Channels). Aaj Tak has also crossedaverage weekly 100 million viewers touching a maximum of 146.25 millions in 2016-17 (15+NCCS All HSM Wk 14'16-13'17Coverage).

INDIA TODAY TELEVISION

India Today Television was rebranded in Week 21'15 and it opened as the clear No.2channel of the genre. In the last quarter (Jan-Mar'17) the channel grew with a relativeshare of 22.7% from the first quarter (April - June'16) at 16.9%. In Prime time thechannel was the clear No.2 throughout the year.

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak's Universe shareincreased from 0.38 (April - June'16) to 0.39 (Jan-Mar'17) in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India in the financial year 2016-17.

DIVIDEND

Based on the Company's performance the Directors are pleased to recommend for yourconsideration and approval payment of dividend amounting to '2/- @ 40% per equity share of'5/- each fully paid up for the financial year 2016-17. The final dividend on equityshares if approved by the members would involve a cash outflow of '14.36 Crores(including Corporate Dividend Tax amounting to '2.43 Crores).

DEPOSITS

The Company has not accepted any deposit and as such no amount of principal orinterest 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 BhattacharyaDirector of the Company is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible has offered himself for re-appointment. The Board recommendshis re-appointment.

A brief resume nature of expertise details of other directorships and otherinformation of Mr. Devajyoti Bhattacharya as stipulated in Secretarial Standard 2 andRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 RemunerationCommittee at its meeting held on February 09 2017 had appointed Mr. Ashish Sabharwal asthe Company Secretary of the Company w.e.f March 012017. He has been designated as theGroup 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 ChiefCorporate Affairs Officer in addition to his existing responsibilities.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheIndependent Directors have also confirmed that they have complied with the Company's codeof 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 itssuccess. A diverse Board among others will enhance the quality of decisions by utilisingdifferent skills qualifications professional experience and knowledge of the Boardmembers necessary for achieving sustainable and balanced development. Accordingly theBoard has adopted a Policy on Nomination Remuneration and Board Diversity which sets outthe criteria for determining qualifications positive attributes and independence of aDirector. The detailed policy is available on the Company's website athttp://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 theDirectors and the Board evaluation process undertaken in compliance with the provisionsof 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 ofthis Annual Report.

BOARD MEETINGS

The Board met 6 (six) times in the financial year 2016-17.The period between any twoconsecutive 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 theCorporate 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 financialyear 2016-17.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 312017 the Company has 3 (three) Subsidiary Companies in terms of theprovisions of Companies Act 2013 namely T.V. Today Network (Business) Limited IndiaToday 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‘India Today Online Private Limited' from Living Media India Limited by way of gift(i.e. without any consideration).Accordingly India Today Online Private Limited becamewholly owned subsidiary of the Company.

Further the Company had during the year also acquired 25.21% of the total paid-upEquity share capital of ‘Mail Today Newspapers Private Limited' by way of gift (i.e.without any consideration) from A.N. (Mauritius) Limited. Consequent upon the saidacquisition the Company along with its wholly owned Subsidiary Company India TodayOnline Private Limited holds 100 % of the paid-up share capital of ‘Mail TodayNewspapers Private Limited'. With this Mail Today Newspapers Private Limited became asubsidiary of the Company in which the Company along with its wholly owned subsidiaryholds 100% the paid-up share capital.

The Consolidated Financial Statements have been prepared by the Company in accordancewith the applicable Accounting Standards issued by Institute of Chartered Accountants ofIndia. The audited Consolidated Financial Statements together with Auditor's Report formpart of the Annual Report.

In terms of the provisions of Section 136(1) of Companies Act 2013 the auditedfinancial statements of T.V. Today Network (Business) Limited India Today Online PrivateLimited and Mail Today Newspapers Private Limited Subsidiary Companies have been placedon 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 theshareholders at the registered office of the Company. The Company shall provide the copyof the financial statements of its subsidiary companies to the shareholders upon theirrequest.

No Company has become/ceased to be Associate or Joint Venture during the financial year2016- 17.

A report on the performance and financial position of Subsidiary Companies as per theCompanies 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 andKolkata pursuant to the Grant of Permission Agreements each dated 16 March 2011(“GOPA”) (the “Radio Business”) under ‘Policy Guidelines onExpansion of FM Radio Broadcasting Services through Private Agencies (Phase II)' dated 24September 2008 as amended (“Phase II Policy”).

The Company had filed a writ petition before the Hon'ble Delhi High Court (“WritPetition”) challenging the order of the Ministry of Information and Broadcasting(“MIB”) disallowing the sale of the Radio Business to Entertainment Network(India) Limited (“ENIL'). However during the year under review the Company hasdecided not to undertake agreement to sell which was proposed to be entered into withENIL for the sale of the abovementioned Radio Business.

In the meanwhile the Company has decided to re-organize its radio business by migratingits Radio Business from the Phase-II Policy to the ‘Policy Guidelines on Expansion ofFM Radio Broadcasting Services through Private Agencies (Phase III)' dated 25 July 2011as amended (“Phase III Policy”) issued by MIB. Pursuant to the terms andconditions of the offer letter dated April 20 2017 of MIB the Company has executed Grantof Permission Agreement(s) under Phase III Policy (“Phase III GOPA”) on May 232017 for its Radio Business and has also furnished a performance bank guarantee and paida migration fee of an amount of '713679767/- and other charges and interest to MIB.

The Company has also withdrawn the abovesaid writ petition before the Hon'ble DelhiHigh Court (“Writ Petition”) challenging the order of the Ministry ofInformation and Broadcasting (“MIB”) disallowing the sale of the Radio Businessto Entertainment Network (India) Limited (“ENIL”).

EMPLOYEES STOCK OPTION PLAN

To retain promote and motivate the best talent in the Company and to develop a senseof ownership among employees the Company has instituted an Employees Stock Option Scheme2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is incompliance with the SEBI (Share Based Employee Benefits) Regulation 2014.

A detailed report with respect to options exercised vested lapsed exercise pricevesting period etc. under TVTN ESOP 2006 is disclosed on the website of the Company athttp:// aajtak.intoday.in

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

STATUTORY AUDITORS

The Company's Statutory Auditors M/s. Price Waterhouse Chartered Accountants (ICAIFirm Registration No. 301112E) hold office till the conclusion of forthcoming AnnualGeneral 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 canbe 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 ofthe ensuing annual general meeting to the conclusion of twenty third annual generalmeeting subject to ratification by the shareholders at every annual general meeting.

The Company has received a letter from M/s S.R. Batliboi & Associates LLPChartered Accountants (ICAI Firm Registration No. 101049W/E300004) to the effect thattheir appointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013. You are requested to consider their appointment.

AUDITORS' REPORT

The Auditors' Report read along with notes to accounts is selfexplanatory and thereforedoes not call for further comments. The Auditors' Report does not contain anyqualification 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 hadappointed M/s PI & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the financial year 2016-17. The Secretarial AuditReport is annexed herewith as Annexure III. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 312016 was conducted by M/s. SKG &Co (M. No. 000418). The said Cost Audit Report was filed on September 212016.

Based on the recommendations of the Audit Committee the Board has approved there-appointment of M/s. SKG & Co (M. No. 000418) as the Cost Auditors of the Companyfor the financial year 2017-18 on a remuneration of '1.20 lacs plus applicable taxes andout of pocket expenses that may be incurred by them during the course of audit. Asrequired under the Companies Act 2013 the remuneration payable to the Cost Auditor isrequired to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Member's ratification for the remuneration payable toM/s. SKG & Co. Cost Auditors is included in the Notice convening the ensuing AnnualGeneral Meeting.

CORPORATE SOCIAL RESPONSIBILITY

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

As part of its initiatives under CSR the Company has undertaken projects in the areasof hygiene and sanitation (aligned to Swachh Bharat Abhiyan) and programme for thechildren with special needs. These projects are in accordance with the CSR Policy of theCompany and Schedule VII of the Companies Act 2013.

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

The Company has also formulated a Corporate Social Responsibility Policy which isavailable on the Company's website at http://aajtak.intoday.in.

During the year the Board of Directors on the basis of recommendations received fromCSR Committee had approved an amount of '24644772 to Education Today (ImplementingAgency) towards Vasant Valley School expansion plan in accordance with Schedule VII of theCompanies Act 2013. The school expansion programme (Blue Room Programme) is only forimproving the lives of the children with special needs. By incorporating the variousaspects of special education in this facility we will be able to provide them with allservices under one roof which will make it easy for the parents and the children withmultiple disorders.

The Blue Room programme is an early years programme in Vasant Valley School which wasstarted almost 10 years ago to meet the needs of young children with a diagnosis ofmoderate to severe Autism. This programme is not an inclusive programme. It is focussed on1:1 intervention to build on daily living skills communication and understanding socialdynamics. Occupational therapy is a major component of the programme. At present we have12 children enrolled in the Early Years Programme. As the children develop skills theyare integrated with 100 % support from a special educator with a mainstream group foractivities 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 CorporateSocial Responsibility section which forms part of the Annual Report.

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

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations2015 the Business Responsibility Report describing the initiatives taken by the Companyfrom 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 asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 theCertificate on Corporate Governance as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Practicing Company Secretaries'certificate for the financial year 2016-17 does not contain any qualificationsreservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FNANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size andnature of its business. An internal audit programme covers various activities andperiodical reports are submitted to the management. The Company has a well-definedorganisational structure authority levels and internal rules and guidelines forconducting business transactions.

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

RISK Management

The Company has formulated the Risk Management Policy through which the Company hasidentified various risks like strategy risk industry and competition risk operationrisk liability risks resource risk technological risk financial risk. The Companyfaces constant pressure from the evolving marketplace that impacts important issues inrisk management and threatens profit margins. The Company emphasizes on those risks thatthreaten the achievement of business objectives of the Group over the short to mediumterm. Your Company has adopted the mechanism for periodic assessment to identify analyzeand mitigation of the risk.

The appropriate risk identification method depends on the application area (i.e. natureof activities and the hazard groups) the nature of the project the project phaseresources available regulatory requirements and client requirements as to objectivesdesired outcome and the required level of detail.

The trend line assessment of risks analysis of exposure and potential impact arecarried out. Mitigation plans are finalized owners identified and progress of mitigationactions are regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in allcircumstances 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 Obligationsand Disclosure 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
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 inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy under which the persons covered under the policyincluding Directors and employees are free to report misuse or abuse of authority fraudor suspected fraud violation of company rules manipulations negligence causing dangerto public health and safety misappropriation of monies and other matters or activity onaccount of which the interest of the Company is affected. The reportable matters may bedisclosed to the vigilance officer who operates under the supervision of the AuditCommittee. Persons covered under the Policy may also report to the Chairman of the AuditCommittee.

During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2016-17.

DETAILS OF LOANS INVESTMENTS AND GUARANTEE

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 form part of the notes to the financial statements providedin the Annual Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extracts of theAnnual 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 thefinancial year were on an arm's length basis and were in the ordinary course of business.During the financial year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Accordingly the disclosure of Related Party Transactions as required under Section134(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 areof a foreseen and repetitive nature. The statement of transactions entered into pursuantto 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 Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure VI to this report.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in a separate annexure forming part of this report. Further the report andthe accounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act the said annexure is open for inspection at the Registered Officeof the Company. Any shareholder interested in obtaining a copy of the same may write tothe Company Secretary.

Except Mr. Aroon Purie who draws remuneration of '34210165 per annum from LivingMedia India Limited in the capacity of Editor in Chief in Living Media India LimitedHolding Company of the Company no other Director of the Company is receiving commissionfrom the Company or is in receipt of any remuneration or commission from any holdingcompany 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 ForeignExchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given asAnnexure 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/ Tribunalsduring the financial year 2016-17 which would impact the going concern status of theCompany and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is confirmed that:

• in the preparation of the annual accounts for the year ended March 312017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

• the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 312017 andof the profit of the Company for the year ended on that date;

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

• the Directors have prepared the annual accounts of the Company on a goingconcern basis;

• the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

• the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has in place a Policy on Prevention of Sexual Harassment at the Workplacein line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been set up toredress complaints received regarding Sexual Harassment. The policy and the InternalComplaints Committee is announced to all employees of the Comapny and is available on theinternal policy portal. No complaint of sexual harassment was received during theFinancial Year 2016-17.

OTHER DISCLOSURES

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

(ii) There was no change in share capital of the Company during the financial yearunder review.

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

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

ACKNOWLEDGMENT

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

Your Directors also acknowledge with thanks the support given by the Governmentbankers 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