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Raj Television Network Ltd.

BSE: 532826 Sector: Media
NSE: RAJTV ISIN Code: INE952H01027
BSE 00:00 | 30 Jun 37.60 0.55
(1.48%)
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39.75

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39.80

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37.40

NSE 00:00 | 30 Jun 37.40 0.80
(2.19%)
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37.35

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37.75

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OPEN 39.75
PREVIOUS CLOSE 37.05
VOLUME 4082
52-Week high 68.30
52-Week low 33.00
P/E 179.05
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.75
CLOSE 37.05
VOLUME 4082
52-Week high 68.30
52-Week low 33.00
P/E 179.05
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raj Television Network Ltd. (RAJTV) - Director Report

Company director report

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31 2021 was Rs. 78.54 crore asagainst Rs. 59.44 crore during the previous year ended March 31 2020. Profit BeforeTax was Rs. 35 lakhs as against Rs. 34 lakhs in the previous year. Profit After Taxwas Rs. 13 lakhs as against Rs. 11 lakhs in the previous year.

BUSINESS OVERVIEW

Your Company one of the largest Television Broadcasters in India operating SatelliteTelevision Channels across five languages of Tamil Telugu Kannada Malayalam and Hindiwith viewers across the globe and increased viewership of its channels with Channels beingthe most watched channel in India. The Company produces its own content / acquires therelated rights. There is no change in the nature of business of the Company.

DIVIDEND AND TRANSFER TO RESERVE

During the year under review 31.03.2021 the Board of Directors has not recommended anydividend on the Equity Shares of the Company.

TRANSFER TO RESERVE

During the financial year 2020-21 no amount has been transferred to the GeneralReserve.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) The Annual Accounts of the Company have been prepared on a going concern basis.

(b) In the preparation of the Statement of Profit & Loss for the financial yearended March 31

2021 and Balance Sheet at that date ("financial statements") the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.

(c) Appropriate accounting policies have been selected and applied them consistentlyand made such judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at the end of the financial yearand of the profit of the Company for that period;

(d) 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.

(e) Requisite internal financial controls to be followed by the Company were laid downand that such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The outbreak of Coronavirus(COVID-19) pandemic has caused significant disturbance to the economic activity across theglobe. Businesses have been forced to temporarily cease or limit their operations sinceMar-20 in India. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services triggeredsignificant disruptions across businesses resulting in one of the worst economicslowdowns that the country has seen. In many countries businesses are being forced tocease or limit their operations for long or indefinite periods of time. Measures taken tocontain the spread of the virus including travel bans quarantines social distancingand closures of non-essential services have triggered significant disruptions tobusinesses worldwide resulting in an economic slowdown. The Company has assessed theimpact of COVID-19 on its financial statements based on the internal and externalinformation available with us to the extent known up to the date of approval of thesefinancial statements and based on current estimates. This assessment and the outcome ofthe pandemic as regards the aforesaid matter is highly dependent on thecircumstances/developments as they evolve in the subsequent periods.

CAPITAL EXPENDITURE

As on 31st March 2021 the Fixed Assets stood at Rs. 1646301379 and netfixed assets of Rs. 901023267 /- Additions during the year amount to Rs.3592262/-. The other Intangible assets stood at Rs. 201660600 /-. .

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 I to this Report.Further details relating to the Corporate Social Responsibility Committee are provided inthe Corporate Governance Report which forms part of this report.

CREDIT RATING

During the year under review Brickwork Ratings India Private Ltd had reaffirmed therating assigned to the Company at ‘BWR BBB-' for the company's Bank borrowings whichdenotes that the instruments with this rating are considered as having safety regardingtimely servicing of financial obligations.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of the business.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and theNational Stock Exchange of India Limited.

BUSINESS DESCRIPTION

Your Company had undergone competitive business environment and changing customerpreferences and with the new regulatory system of Channel Distribution through cableOperators. Further the company is also exploring various options for raising revenuegeneration with much focus on regional market consolidation and exploring various newplatforms of revenue generation.

Your Company today is an established Television Company in the Tamil broadcastingindustry in South India. The Network is presently runs 13 Channels and has 13 Channellicenses in various languages and genre. Your company has own uplinking station andExclusive Transponder facility. Your company broadcasts the channels in whole of India aswell as parts of Southeast Asia and the Middle East.

FUTURE PROJECTS

Your company undertakes several production projects with the right mix of self-producedand outsourced productions to mitigate financial risk and obtain large revenues. Withself-produced content the company gets complete right over the content and can build itsown intellectual property base. The company plans to have more in house media contents inTamil language in various genres.

Your company has an advantage of being a mass channel with its extensive line up ofattractive programming to cater the entire family. The channels of the network reach awide variety of audiences as It satisfies people of all ages The Channel offers a rightmix of movies serials debates cultural educational cookery handicrafts and religiousprogrammes satisfying the needs of the entire community ranging from Urban to the ruralaudience. There are no significant changes in nature of business during the Financial Year2020-21

SHARE CAPITAL

The paid-up equity share capital as on 31st March 2021 was Rs.259566720 consistingof 51913344 equity shares of Rs.5/- each fully paid-up. The Company has not issued anyshares or any other securities including ADR/GDR/FCCB/ WARRANTS/BONDS ESOP during theyear.

SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Company has no Subsidiary Joint Ventures or Associate Companies and same status ismaintained during the F.Y 2020-21

MATERIAL SUBSIDIARY COMPANY

As per Regulation 16 of the Listing Regulations your Company has no materialsubsidiary company.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 (2) of the Companies Act 2013 an amount of Rs. 20389.50/-being unclaimed dividend pertaining to the financial year 2013-14 (interim dividendpayment date 20.02.2014) had been transferred during the year to the Investor Educationand Protection Fund established by the Central Government.

PUBLIC DEPOSITS:

During the year 2020-2021 the Company has neither invited nor accepted any depositsfrom the public or its employees.

DIRECTORS

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

BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and Listing Agreements /Listing Regulations your Board had constituted various Board Committees including AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship Committeeand Corporate Social Responsibility Committee. Details of the constitution of theseCommittees which are in accordance with regulatory requirements have been uploaded onthe website of the Company viz. www.rajtvnet.in . Details of scope constitution terms ofreference number of meetings held during the year under review along with attendance ofCommittee Members therein form part of the Corporate Governance Report annexed to thisreport. A detailed report on Corporate Social Responsibility activities initiated by theCompany during the year under review in compliance with the requirements of Companies Act2013 is annexed to this report

CORPORATE GOVERNANCE AND POLICIES

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 (‘ListingRegulations') and applicable provisions of Companies Act 2013. A detailed report oncorporate governance together with a certificate from the Statutory Auditors incompliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015of the Listing Agreement is attached as part of this report vide Annexure I. Compliancereports in respect of all laws applicable to the Company have been reviewed by the Boardof Directors.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year 2020-21the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

The Company has a balanced Board with combination of Executive and Non- ExecutiveDirectors. The Board currently comprises of (10 ten) Directors including 1 (one)Non-Executive Woman Director 5 (five) Executive Directors and 5 (five) IndependentDirectors. There is no change in the Board of Directors & Key Managerial Personnel ofyour company during the financial year 2020-21.

DETAIL OF FEES PAID TO THE STATUTORY AUDITORs

Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 regarding submission of annual report by listed entities.

Auditors Remuneration FY 2020-2021 (Rs.) FY 2019-2020 (Rs.)
a. Statutory audit fees Paid to Statutory Auditor M/s N Naresh & Co. Chartered Accountants FRN: 011293S 200000 200000
b. Tax Audit fees Paid to M/s Pratapkaran Paul & Co. Chartered Accountants 002777S 150000 150000
c. Certification and other matters Paid to M/s Pratapkaran Paul & Co. Chartered Accountants FRN 002777S 400000 400000
Total 750000 750000
Auditors Remuneration Paid to
Internal Auditors Shri. Jaganatha Kannan F.C.A Chartered Accountant (FRN: 001736S) Chennai 300000/- 300000/-

Composition of Board of Directors as on 31.03.2021 of the company as given below: -

Category of Directors No of Directors Percentage to total no of Directors
Executive Director(s) 4 40%
Woman Director Non-Independent 1 10%
Non-Executive Independent Directors 5 50%
Total 10 100%

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Reg 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided in Section 178(3) of the Companies Act 2013 is available at theCompany's website www.rajtvnet.in. Further information about elements of remunerationpackage of individual directors is provided in the extract of Annual Return Form MGT - 9.The Company ‘Raj Television Network Limited' ("company") is a TelevisionBroadcasting Company operating News Non-news and Current Affairs Channels under theLicense from Ministry of Information and Broadcasting and are governed by guidelines andinstructions of Ministry of Information and Broadcasting. The License requirements beforeappointment of any person to the Board our company must obtain prior clearance from theMinistry of Home Affairs New Delhi and from the Ministry of Information and BroadcastingNew Delhi as required in term of Clause 5.10 of the "Guidelines for up-linking ofNews and Current affairs TV Channels from India" and also in term of Clause 5.11 ofthe "Policy Guidelines for Downlinking of Television Channels". There is nochange in the Board of Directors & Key Managerial Personnel of your company during thefinancial year 2020-21.

BOARD MEETINGS:

During the Financial year 2020-2021 company has conducted 3 board meetings as detailedbelow:

Purpose Meeting date
Financial Results To consider and approve the financial results for the period ended December 31 2020 12-Feb-21
Financial Results To consider and approve the financial results for the period ended September 30 2020 09-Nov-20
Financial Results a meeting of the Board of Directors of the Company will be held on Thursday July 30 at the Registered office of the company 30-Jul-20

Due to the pandemic lock down in the state company could conduct only 3 board meetingsduring the financial year in line with SEBI Circular and MCA Circular for relaxation inconducting board meetings due to covid-19 lock down restrictions.

BOARD DIVERSITY

The Company recognizes that a Board of diverse and inclusive culture is integral to itssuccess. Ethnicity age and gender diversity are areas of strategic focus to thecomposition of our Board. The Board considers that its diversity including genderdiversity is a vital asset to the business. The Board has adopted the Board Diversitypolicy which can be accessed at www.rajtvnet.in.

RETIREMENT BY ROTATION

As per the provisions of the Companies Act 2013 Mr. M. Regunathan Wholetime Directorof the Company will retire at the ensuing AGM and being eligible seeks re-appointment.The Board of Directors recommend his re-appointment. The information on the particulars ofdirector eligible for re-appointment in terms of Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been provided in annexureto the notice convening the Annual General Meeting.

BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessingtheir own performance and brings out the importance of the contributions of individualdirectors. It is a mechanism by which Board members candidly reflect on how well the Boardis meeting its responsibilities.

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and Reg 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. With the objective of evaluating the performance of DirectorsNomination and Remuneration Committee has formulated a structured questionnaire aftertaking into consideration the various aspects viz. composition of the Board and itscommittees Board's function its culture quality and timely flow of informationfrequency of meetings execution and performance of specific duties obligations andgovernance.

Board has carried out an annual performance evaluation of its own performance theperformance of various committees of the Board Individual Directors and the Chairmanbased on adopted questionnaire. A note on the familiarizing programme adopted by theCompany for the orientation and training of the Directors and the manner in which theBoard evaluation process undertaken in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the Corporate Governance Report which forms part of this Report.

Further the Independent Directors of the Company met on 12th February 2021to review the performance of the Non executive directors Chairman of the Company and theaccess the quality quantity and timeliness of flow of information between the Companymanagement and the Board to effectively perform their duties. The details offamiliarization program conducted for Independent Directors of your Company are availableon your Company's website www.rajtvnet.in. The Independent Directors of your Company in aseparate meeting held 12th February 2021 without presence of other Directorsand management evaluated performance of the Chairman Managing Director and otherNon-Independent Directors along with performance of the Board/Board Committees based onvarious criteria recommended by Nomination & Remuneration Committee. A report on suchevaluation done by Independent Directors was taken on record by the Board and further yourBoard in compliance with requirements of Companies Act 2013 evaluated performance ofall Independent Directors based on various parameters including attendance contributionetc.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

SHARE CAPITAL

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

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION

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

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 bench markingour corporate governance policies with the best in the media industry. The report onManagement Discussion and Analysis Corporate

Governance as well as the Practicing Company Secretaries' certificate regardingcompliance of conditions of Corporate Governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

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

PARTICULARS OF EMPLOYEES

Raj Television Network Limited had 338 employees as of March 31 2021 (previously 504).In accordance 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 provided in the Annual Report which forms part of this Report.However as per the provisions of Section 136 of the Companies Act 2013 the AnnualReport is being sent to all the Shareholders of the Company excluding the aforesaidinformation. The said information is available for inspection at the registered office ofthe Company during working hours.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board ofDirectors are included in the Corporate Governance Report which forms part of thisreport.

AUDITORS AND AUDITORS' REPORT

I. Statutory Auditors

At the 22nd Annual General Meeting held on September 30 2017 theShareholders had approved appointment of M/s N. Naresh & Co. Chartered Accountants(Firm Registration No. 011293S) as Statutory Auditors of the Company until conclusion of28th Annual General Meeting to be held in the year 2022 subject to ratification by theShareholders every year. Pursuant to the amendment to Section 139 of the Act with effectfrom May 7 2018 the requirement of seeking Shareholders ratification for continuance ofStatutory Auditor at every Annual General Meeting is no longer applicable and accordinglythe Notice of ensuing AGM does not include the proposal for seeking Shareholdersratification for continuance of Statutory Auditors. The Company has received certificateof eligibility from M/s N. Naresh & Co. Chartered Accountants (Firm Registration No.011293S) in accordance with the provisions of the Act read with rules made thereunderand a confirmation that they continue to hold valid Peer Review Certificate as requiredunder Listing Regulations.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

II. Secretarial Auditor

During the year under review the Secretarial Audit of your Company was carried M/s V.Nagarajan & Co. Practising Company Secretary in compliance with Section 204 of theAct and their unqualified Secretarial Audit report is annexed to this report as Annexure.The Secretarial Audit Report does not contain any qualification reservation or adverseremark. Additionally in line with SEBI Circular dated February 8 2019 an AnnualSecretarial Compliance Report confirming compliance of all applicable SEBI RegulationsCirculars and Guidelines by the Company was issued by the Secretarial Auditors and filedwith the Stock Exchanges is annexed to this report as Annexure. The remarks provided inthe report are self-explanatory.

III. Cost Audit

In compliance with the requirements of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 M/s S.Subashini & Co CostAccountants (having Firm Registration Number:100482 and membership number 22904) wasengaged to carry out Audit of Cost Records of the Company for Financial Year 2020-21Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY2020-21 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules 2014 formspart of the Notice of ensuing Annual General Meeting. The Company has maintained costaccounts and records in accordance with the provisions of Section 148(1) of the Act readwith the Companies (Cost Records and Audit) Rules 2014.

IV. Internal Auditors

Shri. Jaganatha Kannan F.C.A Chartered Accountant (FRN: 001736S) Chennai continueto be the Internal Auditors of your company for the financial year 2020-21

DETAILS OF FRAUDS REPORTED BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013 andrules made thereunder.

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 these financial statementsrelate to and the date of this Report.

ANNUAL RETURN

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

DISCLOSURES

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the period under review (FY 2020-2021) company has no transactions to bereported under the disclosure of Particulars of loans guarantees and investments made bythe Company required under section 186 (4) of the Companies Act 2013.

TRANSACTIONS WITH RELATED PARTIES:

All contracts/arrangements/ transactions entered by the Company during the financialyear with related parties were on an arm's length basis in the ordinary course ofbusiness and in compliance with the applicable provisions of the Companies Act 2013 andListing Regulations. During FY 2020-21 there are no materially significant Related PartyTransactions by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. None of the transactions with related parties fall under the scope of Section188(1) of the Act. Information on material transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014in form AOC-2 is annexed to this report. All related party transactions specifying thenature value and terms and conditions of the transactions including the arms-lengthjustification are placed before the Audit Committee for its approval and statement of allrelated party transactions carried out is placed before the Audit Committee for its reviewon a quarterly basis. During the year under review there have been no materiallysignificant related party transactions by the Company as defined under Section 188 of theAct and Regulations 23 the Listing Regulations and accordingly no transactions arerequired to be reported in Form AOC-2 as per Section 188 of the Companies Act 2013.

RISK MANAGEMENT

Your Company has well-defined operational processes to ensure that risks areidentified and the operating management is responsible for identifying and implementingmitigation plans for operational and process risks. Key strategic and business risks areidentified and managed by senior management team. Your Company continues to strengthen itsrobust Risk Management Framework and the same was reviewed by the Audit Committeeperiodically. The Committee meets for focused interaction with business identifying andprioritizing strategic operational risk and formulating appropriate mitigation strategiesand conducting frequent review of the progress on the management of the identified risk.Your company believes that managing risk helps in maximizing return. The company'sapproach in addressing business risks includes periodical review of such risks and therebymitigating it effectively. The risk management framework is reviewed periodically by theBoard and the Audit Committee.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has adequate internal financial controls and processes for orderly andefficient conduct of the business including safeguarding of assets prevention anddetection of frauds and errors ensuring accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. The Audit Committeeevaluates the internal financial control system periodically and at the end of eachfinancial year and provides guidance for strengthening of such controls wherevernecessary.

DEPOSITS

Your Company has not accepted any public deposit under Chapter V of the Companies Act2013.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport. Annual Return As required under Section 134(3)(a) of the Act the Annual Returnfor the financial year 2020-21 is put up on the Company's website and can beaccessed at https://www.rajtvnet.in(http://www.rajtvnet.in/Raj_Net/PDF/2019/Raj_TV_2020_Annual_Report.pdf).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received during theyear 2020-21.

DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 DURINGTHE YEAR. No applications have been made and no proceedings are pending against theCompany under the Insolvency and Bankruptcy Code 2016 for the period 2020-2021.

VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of Listing Regulations to report concerns about unethical behaviour. Thedetails of the policy have been disclosed in the Corporate Governance Report which is apart of this report and is also available at website of the company www.rajtvnet.in

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is into the business of Broadcasting of General Entertainment TelevisionChannels. Since this business does not involve any manufacturing activity most of theinformation required to be provided under Section 134(3) (m)) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are Nil / Not Applicable. However theinformation as applicable is given hereunder:

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy consumption and every endeavour is made to ensure optimal use of energy avoid wastages and conserve energy as far as possible.
(ii) the steps taken by the company for utilizing alternate
sources of energy
( iii ) the capital investment on energy conservation
equipment

b) Technology Absorption:

(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution Your Company uses latest technology and equipment's into its Broadcasting business. However since the Company is not engaged in any manufacturing the information in connection with technology absorption is Nil.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported.
(b) the year of import;
(c) whether the technology been fully absorbed.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof.
(iv) the expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are given inAdditional Information to the financial statements forming part of Notes on Accounts ofthe company.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance to environmentally friendly and safeoperations. The company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources.

SHAREHOLDING OF DIRECTORS/PROMOTERS AND PROMOTER GROUP:

The Managing Director and other whole time Directors along with their spouse anddependent children constituting promoters and Promoter group hold more than two percent ofthe equity share of the Company in their individual capacity. Independent Directors do nothold any share in the Company.

PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and Takeover) Regulations. 1997 thePromoters promoter Group and the persons acting in concert representing Promoters andpromoter Group has not pledged any shares as at on 31st March 2021.

INDEPENDENT DIRECTORS' MEETING

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

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toNSE & BSE where the Company's Shares are listed.

SHARES IN SUSPENSE ACCOUNTS:

As required under Requirements of the Listing Regulations 456 numbers of outstandingshares are lying in the suspense account at the beginning and end of the year. The Companyhas not been approached by any of these shareholders. The voting rights on the sharesoutstanding in the suspense account as on March 31 2021shall remain frozen till therightful owner of such shares claims the shares.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to thank all their valued customers businessassociates and vendors for their kind support. The Directors also record theirappreciation for the sincere and dedicated efforts put in by all Employees. Employees areour vital and most valuable assets. Your directors value the professionalism andcommitment of all employees of the Company and place on record their appreciation of thecontribution made by employees of the Company at all levels that has contributed to yourCompany's success and remain in the forefront of media and entertainment business. YourDirectors thank and express their gratitude for the support and co-operation received fromthe Central and State Governments / regulatory authorities viz. the Ministry ofInformation & Broadcasting the Department of Telecommunication Ministry of CorporateAffairs Reserve Bank of India Securities and Exchange Board of India Foreign InvestmentPromotion Board the Stock Exchanges and Depositories and other stakeholders includingviewers producers vendors financial institutions banks investors Service providersand all our stakeholders. Your directors also place on record their appreciation of thetireless efforts of Team RAJTV a dedicated and loyal band of people who have displayedunswerving commitment to their work in these challenging times and helped the Companydeliver good results.

For and on behalf of the Board of Directors

Raajhendhran. M Ravindran M
Chairman & Managing Director Director
Place: Chennai
Date: 13 Aug 2021

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