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Sun TV Network Ltd.

BSE: 532733 Sector: Media
NSE: SUNTV ISIN Code: INE424H01027
BSE 11:52 | 19 Aug 486.50 7.35
(1.53%)
OPEN

485.70

HIGH

488.80

LOW

480.05

NSE 11:39 | 19 Aug 481.90 2.35
(0.49%)
OPEN

482.00

HIGH

489.00

LOW

479.90

OPEN 485.70
PREVIOUS CLOSE 479.15
VOLUME 20120
52-Week high 611.25
52-Week low 402.55
P/E 10.98
Mkt Cap.(Rs cr) 19,172
Buy Price 485.70
Buy Qty 1.00
Sell Price 486.20
Sell Qty 3.00
OPEN 485.70
CLOSE 479.15
VOLUME 20120
52-Week high 611.25
52-Week low 402.55
P/E 10.98
Mkt Cap.(Rs cr) 19,172
Buy Price 485.70
Buy Qty 1.00
Sell Price 486.20
Sell Qty 3.00

Sun TV Network Ltd. (SUNTV) - Director Report

Company director report

TO THE SHAREHOLDERS

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

FINANCIAL HIGHLIGHTS

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

Standalone for the year ended

Consolidated for the year ended

Particulars March 31 2021 March 31 2020 March 31 2021 March 31 2020
Total Income 3388.03 3653.35 3483.73 3780.50
Total Expenditure 1453.22 1855.47 1536.29 1956.88
Profit before share of profit / (Loss) of Joint Ventures and tax 1934.81 1797.88 1947.44 1823.62
Share of profit / (Loss) from a joint venture - - (6.42) (4.17)
Profit before tax 1934.81 1797.88 1941.02 1819.45
Income tax expense 414.40 426.05 415.78 433.96
Profit for the year 1520.41 1371.83 1525.24 1385.49
Profit for the year attributable to:
- Owners of the Company - - 1525.03 1385.16
- Non - Controlling Interest - - 0.21 0.33
Other Comprehensive Income
Net other comprehensive income not to be reclassified to profit or loss in subsequent periods 1.53 (0.54) 1.61 0.18
Other Comprehensive Income for the year attributable to:
- Owners of the Company - - 1.58 0.18
- Non - Controlling Interest - - 0.03 0.00
Total comprehensive income for the year 1521.94 1371.29 1526.85 1385.67
Total Comprehensive Income for the year attributable to:
- Owners of the Company - - 1526.61 1385.34
- Non - Controlling Interest - - 0.24 0.33
Total comprehensive income for the year 1521.94 1371.29 1526.85 1385.67
Retained Earnings at the beginning of the year 4471.43 4287.86 4571.45 4373.83
Interim Dividend 197.04 985.21 197.04 985.21
Tax on Interim Dividend - 202.51 - 202.51
Retained Earnings at the end of the year 5796.33 4471.43 5901.05 4571.45
Earnings Per Share (Face Value Rs.5/-) 38.58 34.81 38.70 35.16

SUMMARY OF OPERATIONS

The Total Income for the year ended March 31 2021 was Rs. 3388.03 crore as againstRs. 3653.35 crore during the previous year ended March 31 2020. Profit Before Tax wasRs. 1934.81 crore as against Rs. 1797.88 crore in the previous year. Profit After Tax wasRs. 1520.41 crore as against Rs. 1371.83 crore 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 Banglaand presently airing FM radio stations across India continues to have sustained andincreased viewership of its channels with Sun TV being the most watched channel in India.The Company produces its own content / acquires the related rights. The Company has thelicense to operate an Indian Premier League (‘IPL') franchise "Sun RisersHyderabad".The Company also operates an OTT platform "SUNNXT ". There is nochange in the nature of business of the Company.

DIVIDEND

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

TRANSFER TO RESERVES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

u In the preparation of the Statement of Profit & Loss for the financial year endedMarch 31 2021 and Balance Sheet at that date ("financial statements") theapplicable accounting standards have been followed along with proper explanation relatingto material departures.

u Appropriate accounting policies have been selected and applied them 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;

u 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;

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

u Proper internal financial controls were in place and that the financial controls wereadequate and were operating effectively.

u Proper systems are in place to ensure compliance of all laws applicable to theCompany;

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.

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz. M/s. Kal Radio Limited and M/s. South Asia FMLimited (SAFM). SAFM is a subsidiary which has been classified as Joint Venture (JV) asper Ind-AS in financial statements of the Company and accounted as per applicable Ind-ASaccounting standard framework. There has been no material change in the nature of businessof the subsidiaries. Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary companies may write to the Company Secretary. In terms ofproviso to sub section (3) of Section 129 of the Act the salient features of thefinancial statement of the subsidiaries is set out in the prescribed Form AOC - 1 asAnnexure II which forms part of the annual report.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year by your Company. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable.

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

AUDITORS AND SECRETARIAL AUDITORS

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

As per the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed 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 for the financial year under review isannexed herewith as Annexure III.

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

INTERNAL AUDITORS

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

COST AUDIT

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

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.

MATERIAL SUBSIDIARY COMPANY

As per Regulation 16 of the Listing Regulations your Company has no materialsubsidiary company whose turnover or net worth exceeds 10% 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. 328475/-being unclaimed dividend pertaining to the financial year 2012-13 & 2013-14 had beentransferred during the year to the Investor Education and Protection Fund established bythe Central Government.

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.

RETIREMENT BY ROTATION

As per the provisions of the Companies Act 2013 Mr. R. Mahesh Kumar ManagingDirector of the Company will retire at the ensuing AGM and being eligible seeksre-appointment. The Board of Directors recommend his re-appointment.

The information on the particulars of director eligible for re-appointment in terms ofRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been provided in annexure to the notice convening the Annual GeneralMeeting.

CHANGES IN BOARD OF DIRECTORS

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

KEY MANAGERIAL PERSONNEL

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

SHARE CAPITAL

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

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year there were no alterations made in the Memorandum and Articles 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 CompanySecretaries' certificate regarding compliance of conditions of Corporate Governance formspart 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

Sun TV Network Limited had 1188 employees as of March 31 2021 (previously 1352). 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 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.

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.

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.suntv.in.

NUMBER OF MEETINGS OF THE BOARD

During the financial year Four Board Meetings were held. The details of meetings arefurnished in the Corporate Governance Report. The intervening gap between the Meetings didnot exceed one hundred and twenty days.

INDEPENDENT DIRECTORS' DECLARATION

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(1)(b) of the Listing Regulations.

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.suntv.in. Further information about elements of remunerationpackage of individual directors are provided in the extract of Annual Return Form MGT - 9.

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.suntv.in.

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.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements (NoteNo. 7&9).

INTERNAL FINANCIAL CONTROL

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

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public in terms of Section 73 ofthe Companies Act 2013 during the financial year under review.

RISK MANAGEMENT

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

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

INDEPENDENT DIRECTORS' MEETING

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

BOARD EVALUATION

In terms of applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out a formal annual evaluation of its own performancethe directors individually as well as the functioning of its committees. A detailedexplanation has been given in the Corporate Governance Report.

POLICY ON INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations2015 as amended the Code of Conduct to regulate monitor and report trading by DesignatedPersons and their Immediate and the policy for fair disclosure of unpublished pricesensitive information has been made available on the Company's website (www.suntv.in)

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted anAnti-Sexual Harassment policy in line with the provisions of the Sexual Harassment ofWomen at workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder. During the year under review no complaints on sexual harassment werereceived. The Company has constituted Internal Complaints Committee with four members toconsider and resolve sexual harassment complaints. The Committee met once in the financialyear ended March 31 2021.

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

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

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 TECHNOLOGY ABSORPTION ADAPTATION AND

INNOVATION

The Company is engaged in Satellite Television Broadcasting operations and theinformation as intended under Section 134 (3)(m) does not arise. The Company uses thelatest high definition (HD) digital technology in broadcasting its programs. The outdatedtechnologies are constantly identified and updated with latest innovations.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS March 31 2021 March 31 2020
Foreign Exchange Earnings 187.32 211.58
Foreign Exchange Outgo 88.61 82.48

CONSOLIDATED FINANCIAL STATEMENTS

As required by Indian Accounting Standard - Ind-AS 110 & Ind-AS 27 on ConsolidatedFinancial Statements issued by The Institute of Chartered Accountants of India theAudited Consolidated Financial Statements of the Company are attached. The AuditedConsolidated Financial Statements also account for the non-controlling interest of yourCompany's subsidiary.

COMPLIANCE WITH SECRETRIAL STANDARDS

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

CERTIFICATIONS

The Managing Director and the Chief Financial Officer have submitted a certificate tothe Board regarding the financial statements and other matters as required underRegulation 17(8) of the Listing Regulations and the Managing Director has confirmed theCode of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 an Independentprofessional has given a Certificate on Corporate Governance Compliance and a Certificatestating that none of the Directors are disqualified which forms part of the report.

APPRECIATION AND ACKNOWLEDGEMENT

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 : August 13 2021 Chairman

.