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T.V. Today Network Ltd.

BSE: 532515 Sector: Media
NSE: TVTODAY ISIN Code: INE038F01029
BSE 09:52 | 27 Oct 304.65 2.85
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303.35

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NSE 09:44 | 27 Oct 305.85 3.05
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OPEN 303.35
PREVIOUS CLOSE 301.80
VOLUME 485
52-Week high 380.00
52-Week low 195.00
P/E 11.67
Mkt Cap.(Rs cr) 1,818
Buy Price 304.25
Buy Qty 16.00
Sell Price 304.70
Sell Qty 1.00
OPEN 303.35
CLOSE 301.80
VOLUME 485
52-Week high 380.00
52-Week low 195.00
P/E 11.67
Mkt Cap.(Rs cr) 1,818
Buy Price 304.25
Buy Qty 16.00
Sell Price 304.70
Sell Qty 1.00

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

Company director report

Your Directors have the pleasure of presenting their Twenty First (21st) Annual Reporttogether with the Audited Financial Statements for the year ended March 31 2020.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act 2013 (‘Act') andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations') the Company has prepared its standalone and consolidated finan-cialstatements as per Indian Accounting Standards (Ind AS) for the FY 2019-20. The highlightsof the standalone and consolidated financial results of the Company for the FY2019-20 and FY 2018- 19 are as under:

( Rs in Crores)
Particulars

(Standalone)

(Consolidated)

Year Ended March 31 2020 Year Ended March 31 2019 Year Ended March 31 2020 Year Ended March 31 2019
Income from operations 856.37 739.00 857.22 742.24
Other income 42.20 36.36 42.31 36.38
Other Gain/ (losses) (net) 0.99 0.30 0.99 0.30
Profit before Exceptional items Finance Costs Depreciation and Amortization 261.10 234.97 259.26 236.26
Finance Costs 2.83 0.82 2.83 0.82
Depreciation and Amortisation 38.50 31.51 38.50 31.51
Profit before exceptional items and tax 219.77 202.64 217.93 203.93
Exceptional Items - - - -
Profit before tax 219.77 202.64 217.93 203.93
Tax expense 77.61 72.60 78.57 72.83
Net Profit 142.16 130.04 139.36 131.10
Attributable to:
Owners 142.16 130.04 139.36 131.10
Non-controlling interests N/A N/A - -
Balance amount brought forward 764.33 650.09 767.22 651.92
Amount available for appropriation 906.49 780.13 906.58 783.02
Transactions with Non-controlling interests - - - -
Other comprehensive income for the year (0.79) 0.38 (0.79) 0.38
Transfer to General Reserve - - - -
Change in opening retained earnings on account Ind AS-116 (2.52) - (2.52) -
Dividend on equity shares for previous year (13.42) (13.42) (13.42) (13.42)
Dividend distribution tax on dividend for previous year (2.76) (2.76) (2.76) (2.76)
Interim dividend on equity shares for current year (119.32) - (119.32) -
Dividend distribution tax on Interim dividend on equity shares for current year (24.53) - (24.53) -
Balance Carried forward 743.15 764.33 743.24 767.22

Note: The above statements and the financial figures given under the head‘Financial Results' are extracted from the Standalone and Consolidated FinancialStatements which have been prepared in accordance with the Indian Accounting Standards(Ind-AS) as notified under Section 133 of the Companies Act 2013 read with Companies(Indian Accounting Standards) Rules 2015 and relevant amendment rules thereafter andother recognized accounting practices and policies to the extent applicable. Further dueto acquisition of newspaper undertaking of Mail Today Newspapers Private Limited andamalgamation of India Today Online Private Limited during the financial year w.e.fappointed date i.e. January 1 2017 previous year's figures have been restated.

PERFORMANCE

On standalone basis your Company's total income for FY 2019-20 at Rs 899.56 Crores hasbeen higher by 15.97 % over last year ( Rs 775.66 Crores in FY 2018-19). Profit before taxhas been Rs 219.78 Crores as compared to Rs 202.64 Crores in the last year. Profit aftertax has been Rs 142.16 Crores as compared to Rs 130.04 Crores during the last year.

Your Company's business depends heavily on revenues from advertisements. Due to itsimpeccable reputation sustained leadership position of the flagship channel "AajTak" continuing improvement in viewership of English news channels "IndiaToday" increased focus on "Tez" and rapidly growing digital business andconfidence reposed by its viewers and clients managed to achieve a highly satisfactoryperformance.

PANDEMIC COVID-19

Since March 2020 when the Coronavirus pandemic forced the Central and StateGovernments to declare successive phases of Lockdown the Company has taken comprehensivemeasures to promote business continuity along with rigorous staff health and safetyprotocols. All media brands and programming services are on with the same commitment toGold Standard of Journalism and are aided by the initiatives mentioned below:

Reduced sta_: Despite being a 24*7 essential service our offices are operatingwith an In-O_ce Workforce of 10% to 25% at peak load. Substantial staff has been deputedto Work from Home with computing equipment and connectivity provided. Reporting staff isWorking From the Field.

Social Distancing through "No Mixing": Further Office staff has beendivided between offices. In the eventuality of sealing or quarantining on a large scaleemployees from another office's premises may take over. Anchors have been provided homebroadcast equipment. No mixing of staff is permissible between offices work groups orshifts. This is to contain potential spread. Testing of emergency transmission servicesand switchovers has been done multiple times. No in-person meetings may be done (even inoffice); videoconferencing or teleconferencing is used.

Social Distancing through changes in office arrangements: Distance between employeeseating areas has been kept. A strict zoning policy is followed in office (e.g. no mixingon floors single eating on cafeteria table 2 riders in a lift distance in queues andbreakout areas sole riders in fleet vehicles etc.). Common touch surfaces have beenmitigated – e.g. automated dispensers toothpick touches for lift buttons andswitches etc.). Company meals are being provided to prevent external infection; staff mayalso get personal tiffins. No external visitors are permitted. Contactless delivery forreceiving materials is followed.

Safety equipment: All staff working in office have been provided masks and faceshields. Reporting staff has been provided PPEs wherever needed. Their equipment has alsobeen modified to ensure social distancing e.g. long microphone sticks. Sanitizers areavailable at multiple places in the office and fleet cars.

Attention to common services staff: Housekeeping staff and security staff isrestricted. Canteen staff is limited to dedicated service provider only. Health of FleetDrivers is reviewed regularly.

Containment Zone alternatives: On a daily basis containment zones are reviewedversus employee addresses. If an employee's home is in a containment zone s/he has tomove to a company guest house. The guest house has only members of the organization asresidents.

Office entry restrictions: Other than those allowed to be In-Office all entrycards have been deactivated. Employees are required to fill a Well-Being Survey whichcovers antecedents of the last 14 days. For e.g. if an employee has travelled is from acontainment or hotspot zone gone for hospital visits has reported family orself-sickness etc. entry is not permitted.

Sanitization and hygiene: Floors and equipment (such as voice over mics videoediting equipments) are sanitized after usage and after each shifts. Bacti Barrier asuper coating of a natural non-toxic substance on all office surfaces has been done toprevent microbial accumulation. This lasts for 6 months.

Personal Protocols and Widespread Awareness: Regular communication on latest waysto stay safe ICMR guidelines MHA advisories are regularly shared. Communication is sentby top management so it receives priority attention.

Medical Protocols Treatment and Testing: The Company has a fully equipped medicalroom that operates with a doctor and nursing staff 24*7. It has tie-ups with localhospitals testing agencies and mobile services. Thermal checks are done at entry andexits. Medical Insurance cards have been shared. All FAQs including updations ininformation received from authorities are communicated.

Medical Help Desk: A Medical Help Desk supports all employees and their familiesacross the country on symptoms hospitalization coordinates with health authorities etc.It also monitors all sick individuals on a daily basis and raises an alert for COVID-likesymptoms. The Medical Help desk is a single point of contact on every health quarantinehotspot or COVID issue.

AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new AudienceMeasurement System BARC with a Market Share of 16.0% (15+ NCCS All HSM April 1st 2019– March 31st 2020 Relative Share basis Imp '000 out of 14 Hindi News Channels). AajTak has also crossed average weekly 101 million viewers touching a maximum of 188 millionin 2019-20 (15+ NCCS All HSM Wk 14'19-13'20 Coverage).

INDIA TODAY TELEVISION

India Today Television has shown substantial growth compared to other leading Englishnews channels in Q4 w.r.t Q3 channel has registered 78% growth in this period.

In NCCS A India Today television is No.2 behind the No.1 by a very thin margin.

TEZ

Tez maintains lead over DD News India News Zee Hindustan and NDTV India in thefinancial year 2019-20. (15+NCCS All HSM April 1st 2019 – March 31st 2020 RelativeShare basis Imp '000 out of 14 Hindi News Channels). Tez in Q4 w.r.t Q3 has registered 20%growth in Gross Impressions and 13% growth in Cume Rch'000.

ISHQ 104.8 FM

Your Company operates a radio station under the brand name of 104.8 Ishq FM. Thestation wows its listeners in top 3 metro cities of Mumbai Delhi and Kolkata withmelodious songs and innovative programming. During the year we consolidated the brand"Ishq" on the premise of disruptive campaigns like "Ishq in England"where a couple was sent to see the final match of ICC Cricket World Cup and "IshqDouble Shots" which was India's first interactive storytelling show.

Your radio channel also launched Season 2 of "What Women Want with Kareena KapoorKhan" which has become one of the biggest digital celebrity chat shows in India. The2nd season featured some of Bollywood's A-listers like Kartik Aaryan Sara Ali KhanSharmila Tagore and many others and garnered more than 60 million views across digitalplatforms.

DIGITAL BUSINESS

The digital operations of your Company also grew by 50.52% during the year. The MobileTak App of the Company is live with 24 Mobile Tak Channels including different genres likeNews Hyperlocal News Sports Tech Lifestyle etc. which has massive reach i.e. 31.96million subscribers & 7.15 million Facebook Likes.

Digital highlights:

(i) Aaj Tak crossed 30 Million subscriber mark on YouTube (as of March '20 end) andretained its position as World's No. 1 YouTube Channel in its segment.

(ii) Aaj Tak is No.1 across social media platforms like Facebook Instagram andTwitter.

(iii) Aaj Tak has maintained No. 1 rank on ComScore across Web Mobile & Appplatform almost throughout the year.

(iv) Aaj Tak launched ‘Aaj Tak Radio' that offers audio news online – Podcastoffering. (v) Aaj Tak is now available in Canada on Karostream OTT platform.

(vi) The Lallantop became the only Digital First Original News Brand to cross 10million subscribers on YouTube in Nov'19 (Source: Vidooly Report) and received YouTubeDiamond Play Button.

(vii) India Today Group Digital is ranked No. 1 in General News category on Mobile asper ComScore March 2020 report.

(viii) T.V. Today became the 1st media company to get into Gaming & eSports inIndia and successfully conducted their first event in Oct'19 at Sirifort Auditoriumwhich was attended by the Union Sports Minister.

(ix) India Today & Aaj Tak news is available across all major OTT player. The groupproperties are now available across most connected devices through its own App ecosystem.

DIVIDEND

During the year the Board on October 22 2019 had declared an interim dividend of Rs20/- per equity share of Rs 5/- each fully paid up (400% of face value) for the financialyear 2019-20. The interim dividend outflow was Rs 119.32 Crores whereas the DividendDistribution Tax was Rs 24.53 Crores.

Further based on the Company's performance the Directors are also pleased torecommend for your consideration and approval payment of final dividend amounting to Rs2.25 i.e. @ 45% per equity share of Rs 5/- each fully paid up for the financial year2019-20. The final dividend on equity shares if approved by the members would involve acash outflow of Rs 13.43 Crores. Pursuant to Regulation 43A of the SEBI ListingRegulations a Dividend Distribution Policy is available on the Company's Website viz.https:// aajtak.intoday.in/investor/ and forms part of the Annual Report as Annexure–I.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2020.

SHARE CAPITAL

During the financial year under review the Company had allotted 7500 Equity sharesunder TVTN Employee Stock Option Plan Scheme 2006 on February 07 2020. Post allotmentthe issued subscribed and paid up equity share capital of the Company increased to Rs298343075 consisting of 59668615 Equity Shares of Rs 5/- each. Pursuant to thisallotment the TVTN Employee Stock Option Plan Scheme 2006 is now closed.

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

INDUCTIONS RETIREMENT & RE-APPOINTMENT

During the period under review Ministry of Information and Broadcasting vide itsletter dated June 20 2019 had granted approval for appointment of Mrs. Neera Malhotra asan Additional Independent Woman director of the Company. Further the members in theAnnual General Meeting ("AGM") held on September 12 2019 had approved theappointment of Mrs. Neera Malhotra as the Independent Director of the Company for a periodof 5 years with effect from June 20 2019.

Pursuant to the provisions of the Act Ms. Kalli Purie Bhandal Vice-Chairperson andManaging Director of the Company is liable to retire by rotation at the forthcoming AGMand being eligible has offered herself for re-appointment. The Board recommends herre-appointment. Ms. Kalli Purie Bhandal is not debarred from re-appointment pursuant toany order of SEBI or any other authority.

Mr. Rajeev Gupta Independent Director will be completing his present term asIndependent Director of the Company on March 04 2021.

On the recommendation of the Nomination and Remuneration Committee the Board in itsmeeting held on May 14 2020 subject to the approval of shareholders by specialresolution has re-appointed Mr. Rajeev Gupta as Independent Director of the Company for afurther term of five years w.e.f. March 05 2021. The Company has received requisitenotice in writing from a member proposing his name for the office of Independent Director.It is also confirmed that Mr. Rajeev Gupta is not debarred from reappointment pursuant toany order of SEBI or any other authority. Accordingly the Board recommends hisre-appointment at the ensuing AGM.

Brief resume nature of expertise details of directorships held in other companies ofthe Director(s) proposed to be re-appointed along with their shareholding in the Companyas stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI ListingRegulations is appended as an annexure to the Notice of the ensuing AGM.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16 of SEBIListing Regulations. The Independent Directors have also confirmed that they have compliedwith the Company's code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs Manesar (‘IICA'). Interms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone (1) year from the date of inclusion of their names in the data bank. The IndependentDirectors whosoever is required shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense ofintegrity and having requisite experience qualification and expertise. For furtherdetails please refer Corporate Governance Report.

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. In terms of SEBIListing Regulations and Act the Company has in place Nomination & RemunerationPolicy.

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andpersons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of directors and othermatters as provided under subsection (3) of Section 178 of the Act (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force). ThePolicy also lays down broad guidelines for evaluation of performance of Board as a wholeCommittees of the Board individual Directors including the chairperson and theIndependent Directors. The Policy encourages the appointment of women at senior executivelevels and thereby promoting diversity. The Policy is designed to attract recruit retainand motivate best available talent. The Policy is available on the website of the Companyat https://aajtak.intoday.in/investor/. During the financial year no changes were made inthe Policy.

ANNUAL EVALUATION AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations a structuredquestionnaire was prepared for evaluating the performance of Board its Committees andIndividual Director including Independent Directors. The questionnaires were preparedafter taking into consideration the various facets related to working of Board itsCommittee and roles and responsibilities of Director. The Board and the Nomination andRemuneration Committee reviewed the performance of the individual Directors includingIndependent Directors on the basis of the criteria and framework adopted by the Board.Further the performance of Board as a whole and committees were evaluated by the Boardafter seeking inputs from all the Directors on the basis of various criteria. The Board ofDirectors expressed their satisfaction with the evaluation process.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of Board as a whole and performance of the Chairman was evaluatedtaking into account the views of the Executive Directors and Non-executive Directors. Thedetails of the evaluation process are set out in the Corporate Governance Report whichforms part of this Annual Report.

A note on the familiarisation programme adopted by the Company for training of theIndependent Directors is set out in the Corporate Governance Report which forms part ofthis report.

BOARD MEETINGS

The Board met 4 (four) times in the financial year 2019-20. 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 that forms part of this Annual Report.

AUDIT COMMITTEE

The composition and other related information of the Audit Committee is stated in theCorporate Governance Report. All recommendations of the Audit Committee were accepted bythe Board during the financial year 2019-20.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS

As at March 31 2020 the Company has 3 (three) subsidiary companies in terms of theprovisions of Act namely T.V. Today Network (Business) Limited Mail Today NewspapersPrivate Limited and Vibgyor Broadcasting Private Limited. The Company has no materialsubsidiary in accordance with the SEBI Listing Regulations.

During the year under review Hon'ble National Company Law Tribunal (NCLT) vide itsorder dated July 22 2019 sanctioned the Composite Scheme of arrangement &amalgamation amongst Mail Today Newspapers Private Limited (Mail Today) India TodayOnline Private Limited (ITOPL) the Company and their respective shareholders &creditors. Consequent upon which ITOPL a wholly owned subsidiary of the Company standsdissolved with effect from August 07 2019 and all the assets rights titles and interestof ITOPL stands transferred and vested in the Company.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Act consolidated financial statements of theCompany and all its subsidiaries have been prepared which form part of the Annual Report.Further a statement containing the salient features of the financial statements of thesubsidiaries in the prescribed format AOC-1 is annexed as Annexure II. Thestatements provide the details of performance financial positions of each of thesubsidiaries.

In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company areavailable on Company's website at https://aajtak.intoday.in/investor/. Audited accounts ofeach of its subsidiaries are not being annexed to this report. The audited financialstatements of the subsidiary are available for inspection at the Company's registeredoffice and respective registered office of the subsidiary Companies. The Company willprovide the copy of the financial statements of its subsidiary companies to the membersupon their request.

No company has become/ceased to be Associate or Joint Venture during the financial year2019-20.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year the Company has transferred the unpaid/unclaimed dividend amounting toRs 194640/- to the Investor Education and Protection Fund (IEPF) Account established bythe Central Government. The Company has also uploaded the details of unpaid and unclaimedamounts lying with the Company as on March 31 2019 on the website of the Company http://aajtak.intoday.in/investor/.

Further in terms Section 124(6) read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) as amendedthe Company has transferred 2093 Equity Shares to the demat account of Investor Educationand Protection Fund details of which are uploaded on the website of the Companyhttp://aajtak.intoday.in/investor/.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can requestthe Company / Registrar and Transfer Agent as per the applicable provisions in theprescribed Form for claiming the unpaid dividend / shares from IEPF. The process forclaiming the unpaid dividend / shares out of the IEPF is also available on the Company'swebsite at http://aajtak.intoday.in/investor/.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the period under review the National Company Law Tribunal ("NCLT")Principle Bench at New Delhi has sanctioned the Composite Scheme of Arrangement andAmalgamation amongst Mail Today Newspapers Private Limited (Mail Today) India TodayOnline private Limited (ITOPL) the Company and their respective shareholders andcreditors vide its order dated July 22 2019 which was filed with the Registrar ofCompanies on August 07 2019.

Pursuant to NCLT Order ITOPL wholly owned subsidiary of the Company stands dissolvedwithout being wound-up and newspaper undertaking of Mail Today got demerged to theCompany. Accordingly all the properties assets rights claims and obligations of ITOPLand newspaper undertaking of Mail Today have been transferred and vested in the Company ona going concern basis with effect from the Appointed Date i.e. January 1 2017. Asinformed in our last reports the proposed restructuring would be in the best interest ofthe restructured companies and their respective shareholders and creditors.

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 had instituted an Employees Stock Option Scheme2006 (TVTN ESOP 2006) with the approval of the members. The said scheme was in compliancewith the SEBI (Share Based Employee Benefits) Regulation 2014. As on March 31 2020there were no ESOP Options which were outstanding and therefore the existing TVTN ESOPScheme 2006 stands closed.

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 athttps://aajtak.intoday.in/investor/.

A certificate from Statutory Auditors with regard to the implementation of the CompanyTVTN ESOP 2006 would be placed before the members in the ensuing AGM and a copy of thesame shall be available for inspection at the registered office of the Company and duringthe course of the ensuing AGM.

STATUTORY AUDITORS

At the eighteenth (18th) AGM of the Company the members approved the appointment ofM/s. S.R. Batliboi & Associates LLP Chartered Accountants (ICAI Firm Registration No.101049W / E300004) as the Statutory Auditors to hold office till the conclusion of twentythird (23rd) AGM of the Company.

AUDITORS' REPORT

The Auditors' Report read along with notes to accounts is self-explanatory andtherefore does 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 Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s PI &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company for the financial year 2019-20. The Secretarial Audit Report is annexedherewith as

Annexure III. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

COST AUDITORS

The Cost Audit for the financial year ended March 31 2019 was conducted by M/s. SKG& Co (M. No. 000418). The said Cost Audit Report was filed on August 30 2019.

Based on the recommendations of the Audit Committee the Board has approved thereappointment of M/s. SKG & Co (M. No. 000418) as the Cost Auditors of the Companyfor the financial year 2020-21 on a remuneration of Rs 145000/- plus applicable taxesand out of pocket expenses that may be incurred by them during the course of audit. Asrequired under the Act the remuneration payable to the Cost Auditor is required to beplaced before the Members in a general meeting for their ratification. Accordingly aresolution seeking Member's ratification for the remuneration payable to M/s. SKG &Co. Cost Auditors is included in the Notice convening the ensuing AGM.

The Company has maintained accounts and records as specified under sub-section (1) of148 of the Act.

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.

In accordance with the requirements of Section 135 of the Act the Company hasconstituted a CSR Committee. The composition of the CSR Committee is provided in theReport on CSR Activities and Corporate Governance Report which forms part of this Report.

The CSR Policy as recommended by the CSR Committee and approved by the Board isavailable on the website of the Company at https://aajtak.intoday. in/investor/. ThePolicy recognizes that corporate social responsibility is not merely compliance it is acommitment to support initiatives that measurably improve the lives of underprivileged.The Policy also lays down the list of activities for CSR Projects Programs andactivities.

The Policy lays emphasis on transparent monitoring mechanism for ensuringimplementation of the projects undertaken/ proposed to be undertaken by the Company inaccordance with the overall objective of the CSR policy.

Further during the year under review the Board of Directors on the basis ofrecommendations of CSR Committee has approved allocation of Rs 37726100/-towards CSR activities for the financial year 2019-20. The following projects undertakenduring the year focussed on the following:

(i) Supporting relief and rehabilitation activities for cyclone victims of Odisha;

(ii) Construction of household toilets;

(iii) Supporting relief and rehabilitation activities towards flood affected areas inAssam Bihar and Kerala;

(iv) Setting up of Library literacy promotion and education activities for inmates ofTihar Jail;

(v) Supporting acid attack survivors for their medical treatment education andrehabilitation including livelihood enhancement; and

(vi) Supporting people affected by Novel Coronavirus (COVID-19) in India.

A detailed update on the CSR initiatives of the Company is also provided in theCorporate Social Responsibility section which forms part of the Annual Report. The AnnualReport on Corporate Social Responsibility u/s 135 of the Act is annexed as Annexure IVto this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from environmental social and governanceperspective forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review asstipulated under the SEBI Listing Regulations is presented in a separate section formingpart of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with theCertificate on Corporate Governance as required under SEBI Listing Regulations. ThePracticing Company Secretaries' certificate for the financial year 2019-20 does notcontain any qualifications reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate Internal control/Internal Financial control systems whichcommensurate with the size and nature of its business. An internal audit programmecovering various activities and periodical reports are submitted to the management. TheCompany has a well defined organisational structure authority levels and internal rulesand guidelines for conducting business transactions.

The Board has adopted the policies and procedures for ensuring the orderly and e_cientconduct of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

RISK MANAGEMENT

The Company has a duly approved Risk Management Policy and constituted Risk ManagementCommittee as required under SEBI Listing Regulations. The Committee oversees the RiskManagement process including risk identification impact assessment effectiveimplementation of the mitigation plans and risk reporting. The purpose of the Committee isto assist the Board of Directors in fulfilling its oversight responsibilities with regardto enterprise risk management.

The Company faces constant pressure from the evolving marketplace that impactsimportant issues in risk management and threatens profit margins. The Company emphasizeson those risks that threaten the achievement of business objectives of the Group over theshort to medium term. Your Company has adopted the mechanism for periodic assessment toidentify analyze and mitigate the risks.

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.

All the senior executives have the responsibility for over viewing management'sprocesses and which results in identifying assessing and monitoring risk associated withorganization's business operations and the implementation and maintenance of policies andcontrol procedures to give adequate protection against key risk of the Company.

Further in carrying out the risk management processes the senior executives of theCompany consider and assess the appropriateness and effectiveness of managementinformation and other systems of internal control encompassing review of the externalAuditor's report to management on internal control and action taken or proposed resultingfrom those reports.

The risk management and internal control systems within the organization encompass allpolicies processes practices and procedures established by management and / or the Boardto provide reasonable assurance that:

• Established corporate business strategies and objectives are achieved;

• Risk exposure is identified and adequately monitored and managed;

• Resources are acquired economically adequately protected and managedefficiently and effectively in carrying out the business;

• Significant financial managerial and operating information is accuraterelevant timely and reliable; and

• There is an adequate level of compliance with policies standards proceduresand applicable laws and regulations.

POLICIES OF THE COMPANY

The Company as per the provisions of Act and SEBI Listing Regulations formulated thefollowing policies:

Name of the Policy Web link
Policy on Materiality of Related party http://specials.indiatoday.com/aajtaknew/ download/Policy-on-Materiality-of-Related-
Transactions and dealing with related party transactions Party-Transactions-and-dealing-with- Related-Party-transactions.pdf
Policy for determining Material subsidiaries http://specials.indiatoday.com/aajtaknew/ download/Policy-for-determining-Material- Subsidiary.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/Corporate-Social-Responsibility- Policy.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
Risk Management Policy http://specials.indiatoday.com/aajtaknew/ download/Risk_Management_Policy.pdf
Policy for Registrar and Share Transfer Agent http://specials.indiatoday.com/aajtaknew/ download/POLICY-FOR-REGISTRAR- AND-SHARE-TRANSFER-AGENT.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 2019-20.

DETAILS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in Note No 36 of the Notes to Accounts of the financialstatements.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure V which forms an integral partof this Report and Annual Return in Form MGT- 7 is available on the Company's website athttp://specials.indiatoday.com/aajtaknew/ download/2019-20.pdf

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 any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

All related party transactions are mentioned in Note No. 27 of the notes to theAccounts. Accordingly the disclosure of Related Party Transactions as required underSection 134 (3) (h) of the Act 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 Act read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure VI to this report.

In terms of the first proviso to Section 136 of the Act the annual report is beingsent to all members of the Company excluding Particulars of employees as required undersection 197 of the Act read with 5(2) & (3) of the Companies (Appointment andManagerial Personnel) Rules 2014. The same is open for inspection at the registeredoffice of the Company during business hours for a period starting twenty days before thedate of the AGM. Any member interested in obtaining a copy thereof may write to theCompany Secretary.

Except Mr. Aroon Purie who draws remuneration of Rs 37217746/- per annum fromLiving Media India Limited in the capacity of Editor in Chief of Living Media IndiaLimited Holding Company of the Company no other Director of the Company is in receiptof any remuneration or commission from the holding company or any subsidiary company ofthe 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 theAct read with Rule 8 of the Companies (Accounts) Rules 2014 is given as Annexure VIIforming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Save and otherwise provided in this report there were no significant material orderspassed by the Regulators/ Courts/ Tribunals during the financial year 2019-20 which wouldimpact the going concern status of the Company and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for the year ended March 31 2020 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 31 2020 andof the profit of the Company for the year ended on that date;

• the Directors have taken proper and care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual the Company on a going concern basis;

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

• the Directors have devised proper systems to compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

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

The Company has complied with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and has in place a Policy onPrevention of Sexual Harassment at the Workplace in line with the provisions of the saidAct and an Internal Complaints Committee has also been set up to redress complaintsreceived regarding Sexual Harassment. The policy and the Internal Complaints Committee isannounced to all staff and is available on the internal policy portal and is alsodisclosed on the website of the Company at https://aajtak.intoday.in/investor/.

No complaint of sexual harassment was received during the financial year 2019-20.

OTHER DISCLOSURES

(i) T he Statutory Auditors of the Company has not reported incident related to fraudduring the financial year to the Audit Committee or Board of Directors under section143(12) of the Act.

(ii) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

(iii) No material changes and commitments if any of affecting the financial positionof the Company have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this Report. The outbreak of COVID –19 pandemic posed unprecedented challenges to the business. Considering the fact that thesituation is exceptional and is changing dynamically the Company is not in a positionensure to gauge with certainty the future impact on its operations. The Company has takenall necessary steps to ensure smooth functioning of operations. However with inherentresilience of the business model position the Company the Company is confident aboutadapting to the changing business environment.

(iv) N o 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 members and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Aroon Purie
Chairman
DIN:00002794
Address: 6 Palam Marg
Place: New Delhi Vasant Vihar
Date: May 14 2020 New Delhi – 110057.

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