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Raj Television Network Ltd.

BSE: 532826 Sector: Media
NSE: RAJTV ISIN Code: INE952H01027
BSE 00:00 | 24 Apr 2020 Raj Television Network Ltd
NSE 05:30 | 01 Jan 1970 Raj Television Network Ltd

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OPEN 36.45
PREVIOUS CLOSE 34.10
VOLUME 14
52-Week high 52.90
52-Week low 28.10
P/E 28.36
Mkt Cap.(Rs cr) 180
Buy Price 33.75
Buy Qty 44.00
Sell Price 37.20
Sell Qty 3.00
OPEN 36.45
CLOSE 34.10
VOLUME 14
52-Week high 52.90
52-Week low 28.10
P/E 28.36
Mkt Cap.(Rs cr) 180
Buy Price 33.75
Buy Qty 44.00
Sell Price 37.20
Sell Qty 3.00

Raj Television Network Ltd. (RAJTV) - Director Report


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Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the company' or ‘RAJTV) along with the audited statements for thefinancial year ended March 31st 2019.

As mandated by the Ministry of Corporate Affairs your company has prepared thefinancial statement (standalone) for the year ended March 31 2019 as per IndianAccounting Standard (‘IND AS') notified under Sec 133 of the Companies Act 2013 readwith notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time. TheStandalone financial performance of the Company for the financial year ended March 312019 is summarized below:

1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY:

(Rs in Lacs)
Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from Operations 6220.00 6157.48
Other Income 133.83 182.76
Total Revenue 6353.84 6340.25
Less : Total Expenses 4866.13 5123.69
Profit/(Loss) before interest Depreciation & Amortization and Tax 1487.70 1216.56
Interest 500.30 543.12
Profit/(Loss) before Depreciation and Tax (PBDT) 987.40 673.44
Depreciation & Amortization 627.12 1201.85
Profit/(Loss) Before Tax (PBT) 360.28 4.01
Provision for taxation 179.21 141.26
Profit /(Loss) After tax (PAT) 539.50 (137.25)
Balance brought forward 1945.11 2082.36
Adjustment of depreciation as per Transition provisions Nil Nil
Amount available for appropriations 2484.61 1945.11
Final Dividend – on Equity Shares - -
Tax on Dividend - -
General Reserve - -
Surplus carried to Balance Sheet 2484.61 1945.11

STANDALONE PERFORMANCE:

On standalone basis your company reported the revenue from operation and other incomewas

• Your Company achieved revenue from operations Rs. 6353.84 lakhs as against Rs.6340.24 lakhs in the P.Y. The Total Expenditure for the period is Rs.5993.55 lakhs asagainst Rs.6336.23lakhs in the Previous Year.

• The performance of the Company is marginally affected by downfall inadvertisement income due to reduction in the viewership rating for the channels due to thechange in the rating parameters by new rating agency.

• During the fiscal 2019 your Company achieved a Net Profit of Rs. 539.50 lakhsas compared Net Loss after tax of previous year Rs. 137.25 Lakhs as compared.

2. CAPITAL EXPENDITURE

As on 31st March 2019 the Fixed Assets stood at Rs.1642709117 lakhs and net fixedassets of Rs.964087529/- Additions during the year amount to Rs.58925625/- lakhs.The other Intangible assets stood at Rs.134886685/-.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company. Based on internal financial control framework and compliance systemsestablished in the Company the work performed by statutory internal and secretarialauditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the Financial Year 2018-19.

4. DIVIDEND DIVIDEND DISTRIBUTION POLICY AND TRANSFER TO RESERVE

Your directors are pleased to recommend for the approval of shareholders a finaldividend of 2 % (Rs.0.10 (Ten Paisa) per equity shares of face value of Rs. 5/-). TheFinal dividend if declared shall be distributed to the members within 30 days from theAGM.

The outflow on account of equity dividend and the tax on such dividend distributionbased on current Paid-up Equity Share Capital of the Company would aggregate toRs.6089643/- resulting in pay-out of 11.28%of the Net Profit After Tax for the Financialyear 2018-19.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 top five hundred listed entities based on market capitalization arerequired to formulate a Dividend Distribution Policy. However since April 2017 yourcompany has been re-classified its class of scrip by the stock exchanges as small cap andhence this regulation does not apply to the Company. However the Board approved andadopted Dividend Distribution policy is available on the Company's Website: viz.www.rajtvnet.in

5. 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 borrowingswhichdenotes that the instruments with this rating are considered as having safety regardingtimely servicing of financial obligations.

6. CHANGE IN THE NATURE OF BUSINESS

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

7. LISTING

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

8. 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 and 3 more licenses are in the pipeline to launch3 more channels. Your company has own uplinking station and Exclusive Transponderfacility. Your company broadcasts the channels in whole of India as well as parts ofSouth East Asia and the Middle East.

9. 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 Year2018-19.

10. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2019 was Rs.259566720 consistingof 51913344 equity shares ofRs.5/ - each fully paid-up. The Company has not issued anyshares or any other securities including ADR/GDR/FCCB/ WARRANTS/ BONDS ESOP during theyear.

11. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Company has no Subsidiary Joint Ventures or Associate Companies and same status ismaintained during the F.Y 2018-19.

13. PUBLIC DEPOSITS:

During the year the Company has neither invited nor accepted any deposits from thepublic or its employees.

14. 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 Risk Management Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee and Corporate Social Responsibility Committee.

Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.www.rajtvnet.in . Details of scope constitution terms of reference number of meetingsheld during the year under review along with attendance of Committee Members therein formpart of the Corporate Governance Report annexed to this report. A detailed report onCorporate Social Responsibility activities initiated by the Company during the year underreview in compliance with the requirements of Companies Act 2013 is annexed to thisreport

15. 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.

16. 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 the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

17. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at the link:www.rajtvnet.in.

Your Company has always responded in a responsible manner to the growing needs of thesociety. A number of enriching and enlivening activities that contribute to the communityin the areas of health education environment and preservation of the country's richculture and heritage have been taken up. Annual Report on CSR Activities undertaken by theCompany for the Financial Year 2018-19 is annexed with this report vide Annexure III.

18. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

The Board has appointed Mr A. Kaliyamurthy retired IPS officer as an additionaldirector -Non Executive Independent Director to the Board during the Board meeting heldon 29th October 2018 in compliance to Reg 17 (Reg. 27 (2) of SEBI (LODR)2015 of the Listing Agreement entered with the stock exchanges.

Board of directors shall have an optimum combination of executive and non-executivedirectors with at least one-woman director and not less than fifty percent of the board ofdirectors shall comprise of non-executive directors.

The composition of the Board of Directors as on March 31 2019 are given below:

Category of Directors No of directors Percentage to total no of Directors
Executive Director(s) 4 40.%
Woman Director 1 10.%
Non-Executive Independent Directors 5 20.%
Total 9 100%

There is no change in the Board of Directors & Key Managerial Personnel of yourcompany during the financial year 2018-19 except as mentioned above.

In accordance with the provisions of the Act and Articles of Association of the CompanyMr. M. Raghunathan (Holding DIN: 00662769) Whole time Director will be retire at theensuing Annual General Meeting and beingeligible seek reappointment. The Board ofDirectors recommends their re-appointment. Item seeking his re-appointmentalong with hisdetailed profile has been included in the notice convening the AGM. Your Directorsrecommend the resolutionfor your Approval.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Reg 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended fromtime to time.

Shri D R Kaarthikeyan& Shri Mohan Kameswaran were appointed as IndependentDirectors of the Company during the 20th AGM held on 19th September2014for a period of 5 years. The said period of five yearsends on 18 the September 2019.Considering the past performance of Shri D R Kaarthikeyan& Shri Mohan KameswaranasDirectors ofthe Company their consent and necessary disclosures to continue asIndependent Directors of the Company and that theycontinue to meet criteria ofIndependence the Board of Directors on August 10 2019 had approved theirre-appointments asIndependent Directors of the Company for the second term from 19thSeptember 2019 to to September 18 2024 subject to approvalof the shareholders andhas recommended their re-appointments for approval of the shareholders in the forthcomingAnnualGeneral Meeting by way of Special Resolutions.

The Company had approved through Postal Ballot the continuation of directorship of ShriA Arjuna Pai and Shri D R Kaarthikeyan non-executive independent directors of thecompany who have attained age of above 75 years from the effective date of the saidAmendment Regulations i.e. April 01 2019 till the expiry of their present term (18thSeptember 2019 for D R Kaarthikeyan& For Shri A Arjuna Pai up to 30thSeptember 2022). The Boardof Directors on August 10 2019 had also approved thereappointment of Shri D R Kaarthikeyanas Independent Director of theCompany for the secondterm from September 19 2019 to 18th September 2024 who has attained the ageof 75 years subject tothe approval of the shareholders in the forthcoming Annual GeneralMeeting by way of Special Resolution.

19. BOARD MEETINGS:

The Board of Directors met 4 times during this financial year. The Board meeting wason28-05-2018 10.08.201829.10.2018 and 13.02.2019.

20. BOARD EVALUATION & FAMILIARISATION PROGRAMME

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

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees andindividualDirectors pursuant to the provisions of the Companies Act2013 and Reg 17 (10) of the SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015.

With the objective of evaluating the performance of Directors Nomination andRemuneration Committee has formulated astructured questionnaire after taking intoconsideration the various aspects viz. composition of the Board and itscommitteesBoard's function its culture quality and timely flow of informationfrequency of meetings execution and performance ofspecific duties obligations andgovernance.

Board has carried out an annual performance evaluation of its own performance theperformance of various committees ofthe Board Individual Directors and the Chairman basedon adopted questionnaire. A note on the familiarizing programmeadopted by the Company forthe orientation and training of the Directors and the manner in which the Boardevaluationprocess undertaken in compliance with the provisions of the Companies Act 2013and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided inthe Corporate Governance Report which forms part of this Report.

Further the Independent Directors of the Company met on May 28 2015 to review theperformance of the Nonexecutivedirectors Chairman of the Company and the access thequality quantity and timeliness of flow of informationbetween the Company management andthe Board to effectively perform their duties. The details of familiarizationprogramconducted for Independent Directors of your Company are available on your Company'swebsite www.rajtvnet.in

The Independent Directors of your Company in a separate meeting held 28thMay2018 without presence of other Directors and management evaluated performance of theChairman Managing Director and other Non-Independent Directors along with performance ofthe Board/Board Committees based on various criteria recommended by Nomination &Remuneration Committee. A report on such evaluation done by Independent Directors wastaken on record by the Board and further your Board in compliance with requirements ofCompanies Act 2013 evaluated performance of all Independent Directors based on variousparameters including attendance contribution etc.

The details about the appointment re-appointment Independent Directors is annexed withthis report vide Annexure

21. 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).

22 .BOARD& AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year andcomposition of Audit Committee is furnished in the Corporate Governance Report.

23. AUDITORS AND AUDITORS' REPORT

I. Statutory Auditors

Based on the recommendations of the Audit Committee and upon review of confirmations ofsatisfaction of criteria as specified in Section 141 of the Companies Act 2013 read withRule 4 of Companies (Audit & Auditors) Rules 2014 your Board had subject toapproval of the Members at the ensuing Annual General Meeting approved appointment ofM/s. N. Naresh & Co. Chartered Accountants (Firm Registration No. FRN: 011293S) asStatutory Auditors of the Company for the financial year 2018-19. A proposal forappointment of M/s N. Naresh & Co. Chartered Accountants as Statutory Auditors of theCompany until conclusion of 28th Annual General Meeting to be held in the year2022 subject to ratification by Equity Shareholders every year forms part of the Noticeof ensuing Annual General Meeting.

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

The Members has appointed M/s V. Nagarajan & Co. Practising Company Secretary toconduct Secretarial Audit for the F.Y. 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure V to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

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 Cost Accountants(having Firm Registration Number:100482 and membership number 22904) was engaged to carryout Audit of Cost Records of the Company for Financial Year 2018-19. Requisite proposalseeking ratification of remuneration payable to the Cost Auditor for FY 2018-19 by theMembers as per Rule 14 of Companies (Audit and Auditors) Rules 2014 forms part of theNotice of ensuing Annual General Meeting.

IV. Internal Auditors

Shri. Jaganatha Kannan F.C.A Chartered Accountant (FRN: 001736S) Chennai continueto be the Internal Auditors of your company for thefinancial year 2018-19.

24. DISCLOSURES

I. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the period under review company has no transactions to be reported under thedisclosure of Particulars of loans guarantees and investments made by the Companyrequired under section 186 (4) of the Companies Act 2013.

II. 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 2018-19 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 Section 188(1)of the Act. Information on material transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 in formAOC-2 is annexed to this report.

All related party transactions specifying the nature value and terms and conditionsof the transactions including the arms-length justification are placed before the AuditCommittee for its approval and statement of all related party transactions carried out isplaced before the Audit Committee for its review on a quarterly basis. During the yearunder review there have been no materially significant related party transactions by theCompany as defined under Section 188 of the Act and Regulations 23 the Listing Regulationsand accordingly no transactions are required to be reported in Form AOC-2 as per Section188 of the Companies Act 2013.

III. 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.

IV. 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.

V . DEPOSITS& UNCLAIMED DIVIDEND :

Your Company has not accepted any public deposit under Chapter V of the Companies Act2013. During the year under review in terms of provisions of Investors Education andProtection Fund (Awareness and Protection of Investors) Rules 2014 no unclaimed dividenddeclared by the Company due for transfer to Investors Education and Protection FUND

Additionally in compliance with the requirements of The Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (IEPF Rules)as amended your Company has no Unclaimed Equity Shares to be transferred to thebeneficiary account of IEPF Authority.

VI. 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.

VII. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 2018-19.

VIII. REGULATORY ORDERS:

No significant or material orders were passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.

IX. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 the information as applicable is given hereunder:

1. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 Your Company uses latest technology and equipment's into its Broadcasting business.
(ii) the benefits derived like product improvement cost reductionproduct development or import substitution
(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)- However since the Company is not engaged in any manufacturing the information in connection with technology absorption is Nil.

(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 reasonsthereof.

(iv) the expenditure incurred on Research and Development

c) 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.

25. ENVIRONMENT AND SAFETY

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

26. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people to ensure sustainablebusiness growth and become future ready over the years your Company has been focusing onstrengthening its talent management and employee engagement processes and through theyear organisation's engagement scores has improved to highest percentile in theentertainment sector. Your Company had 487 employees as of March 31 2019and your companyprovided additional employment opportunity to people and empowered the human resourceassets during the year. Requisite disclosures in terms of the provisions of Section 197(12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 along with statement showing names andother particulars of the employees drawing remuneration in excess of the limits prescribedunder the said rules requires your company to disclose the particulars of employees whoare in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were inreceipt of remuneration of Rs. 5 lakhs or mores per month. However during the financialyear under review company does not come under the purview of the above said complianceexcept Managing Director and Whole time Directors of the Company the disclosure is madein the annexure.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act 2013 requires every listed company and such class orclasses of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel("the Code") which lays down the principles and standards that should governthe actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code howsoever insignificant or perceived assuch is a matter of serious concern for the Company. Such a vigil mechanism shall providefor adequate safeguards against victimization of persons who use such mechanism and alsomake provision for direct access to the chairperson of the Audit Committee in appropriateor exceptional cases.

The company had established a mechanism called ‘Whistle Blower Policy' foremployees to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the company's code of conduct and the same is availableat the website of the company (www.rajtvnet.in).

The Company has laid down code of conduct for Board of Directors and senior managementpersonnel. Report details of establishment of vigil mechanism (for directors and employeesto report genuine concerns) pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and as per SEBI (LODR) 2015 of the Listing Agreement.

28. Disclosures in terms of the provisions of Section 197 (12) of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the annual report.

29. 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.

30. INTERNAL FINANCIAL CONTROL

The company has an established internal control system on the -Financial reporting andthis is adequate for the size and nature of our business. The company's Internal ControlSystem is supported by well laid out systems procedures and policies for each of thefunctions and these are being followed in the normal course of operations of the Company.The adherence to the established procedures / policies is being audited by firm ofAuditors as part of the internal audit. Appropriate actions to correct deviations if anyare taken up immediately by the management. The Audit Committee of the Company providesreassurance to the Board on the existence of an effective internal control system in theoperations of the Company. The company has established a system of periodic review of theestablished internal control system and its effectiveness and takes actions for upgradingthe same to meet the changing requirements.

31. 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 2019.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toNSE & BSE where the Company's Shares are listed.

33. SHARES IN SUSPENSE ACCOUNTS:

As required under Requirements of the Listing Regulations 464 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 2018 shall remain frozen till therightful owner of such shares claims the shares.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 of the Companies Act 2013 the Directors hereby confirmthat:

(a) In the preparation of the Financial Statements of the Company - comprising of theBalance Sheet as at March 31 2019 and the Statement of Profit & Loss for the yearended on that date have been prepared on a going concern basis following applicableaccounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments andestimates related to these financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of thethe Company as atMarch 31 2019 and of the profits/ (Loss) of the Company for the year ended on thatdate;

(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 to safeguard theassets of the Company and to prevent and detect fraud and other irregularities.

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

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

28.ACKNOWLEDGEMENT:

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
Sd/- Sd/-
Place: Chennai Raajhendhran. M Ravindran M
Date: 10th August 2019 Chairman & Managing Director Director


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