T.V. Today Network Ltd
Directors Reports
Your Directors have the pleasure of presenting their Twenty Third (23rd) Annual Report
together with the Audited Financial Statements for the year ended March 31, 2022.
FINANCIAL RESULTS
In compliance with the provisions of the Companies Act, 2013 (‘Act'), and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations') the Company has prepared its standalone and consolidated financial
statements as per Indian Accounting Standards (Ind AS) for the FY 2021-22. The highlights
of the standalone and consolidated financial results of the Company for the FY 2021-22 and
FY 2020- 21 are as under:
( Rs in Crore)
|
|
|
|
( Rs in Crore) |
|
(Standalone) |
(Consolidated) |
| Particulars |
Year Ended March 31, 2022 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
Year Ended March 31, 2021 |
| Income from operations |
930.10 |
782.98 |
930.10 |
782.98 |
| Other income |
43.73 |
36.94 |
43.89 |
37.13 |
| Profit before Finance Costs, Depreciation and |
288.51 |
235.88 |
288.30 |
236.21 |
| Amortization |
|
|
|
|
| Finance Costs |
2.64 |
2.44 |
2.64 |
2.44 |
| Depreciation and Amortisation |
42.33 |
40.13 |
42.33 |
40.13 |
| Profit before tax |
243.54 |
193.31 |
243.33 |
193.64 |
| Tax expense |
61.82 |
62.14 |
61.82 |
62.14 |
| Net Profit |
181.72 |
131.17 |
181.51 |
131.50 |
| Other comprehensive income for the year, net of tax |
0.68 |
0.41 |
0.68 |
0.41 |
| Total comprehensive income for the year |
182.40 |
131.58 |
182.19 |
131.91 |
| Total comprehensive income Attributable to: |
|
|
|
|
| Owners of the Company |
NA |
NA |
182.19 |
131.91 |
| Non-controlling interests |
NA |
NA |
0.00 |
0.00 |
| Basic earning per share |
30.46 |
21.98 |
30.42 |
22.04 |
| Diluted earning per share |
30.46 |
21.98 |
30.42 |
22.04 |
Other comprehensive income for the year, net of tax 0.68 0.41 0.68 0.41 Total
comprehensive income for the year 182.40 131.58 182.19 131.91 Total comprehensive income
Attributable to: Owners of the Company NA NA 182.19 131.91 Non-controlling interests NA NA
0.00 0.00 Basic earning per share 30.46 21.98 30.42 22.04 Diluted earning per share 30.46
21.98 30.42 22.04
Note:
The above statements and the financial figures given under the head ‘Financial
Results' are extracted from the standalone and consolidated Financial Statements 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 and other recognized
accounting practices and policies, to the extent applicable.
PERFORMANCE
On standalone basis your Company's total income for FY 2021-22 is at Rs973.83 Crore.
Profit before tax was Rs243.54 Crore as compared to Rs193.31 Crore in the last year.
Profit after tax was Rs181.72 Crore as compared to Rs131.17 Crore during the last year.
A large part of your Company's revenue continues to come from advertising. Due to its
brands, content, impeccable reputation, sustained leadership position of the flagship
channel "Aaj Tak", perception and popularity of English news channels
"India Today", successful launch of "Good News Today", rapidly growing
digital business and confidence reposed by its viewers and clients, the Company managed to
achieve a satisfactory performance.
PANDEMIC COVID-19_
Since March 2020, when the Coronavirus pandemic forced the Central and State
Governments to declare successive phases of Lockdown, the Company has taken comprehensive
measures to promote business continuity along with rigorous staff health and safety
protocols. All media brands and programming services are on with the same commitment to
Gold Standard of Journalism and are aided by the initiatives mentioned below: Covid-19
Mitigation: _ Despite being a 24*7 essential service, our offices were operating with
an In-Office Workforce of 10% to 25% at peak load. Substantial staff had been deputed to
Work From Home with computing equipment and connectivity provided. Reporting staff was
Working From the Field.
Social Distancing through "No Mixing": _ Further, Office Staff had been
divided between offices. In the eventuality of sealing or quarantining on a large scale,
employees from another office's premises were positioned to take over. Anchors had been
provided home broadcast equipment. No mixing of staff was permissible between offices,
work groups, or shifts. This was to contain potential spread. Testing of emergency
transmission services and switchovers had been done multiple times. No in-person meetings
were done (even in office); videoconferencing or teleconferencing was used.
Social Distancing through changes in office _ arrangements: Distance between
employee seating areas has been kept. A strict zoning policy is followed in office (e.g.
no mixing on floors, single eating on cafeteria table, 2 riders in a lift, distance in
queues and breakout areas, sole riders in fleet vehicles etc.). Common touch surfaces have
been mitigated – e.g. automated dispensers, toothpick touches for lift buttons and
switches, etc.). Company meals were being provided to prevent external infection; staff
also got personal tiffins. No external visitors were permitted. Contactless delivery for
receiving materials is followed.
Safety equipment: _ All staff working in office have been provided masks and face
shields. Reporting staff had been provided PPEs, wherever needed. Their equipment has also
been modified to ensure social distancing, e.g. long microphone sticks. Sanitizers are
available at multiple places in the office and fleet cars.
Attention_ to common services staff – Housekeeping staff and security staff
was restricted. Canteen staff was limited to dedicated service provider only. Health of
Fleet Drivers was reviewed regularly.
Containment_ Zone alternatives: On a daily basis, containment zones were reviewed
versus employee addresses. If an employee's home was in a containment zone, s/he had to
move to a company guest house. The guest house had only members of the organization as
residents.
Office entry restrictions: _ Other than those allowed to be In-Office, all entry
cards have been deactivated. Employees are required to fill a Well-Being Survey which
covers antecedents of the last 14 days. For e.g. if an employee has travelled, is from a
containment or hotspot zone, gone for hospital visits, has reported family or
self-sickness etc. entry is not permitted.
Sanitization_ and hygiene: Floors and equipment (such as voice over mics, video
editing equipments) are sanitized after usage and after each shifts. Bacti Barrier, a
super coating of a natural, non-toxic substance on all office surfaces has been done to
prevent microbial accumulation. This lasts for 6 months.
Personal Protocols and Widespread Awareness: _ Regular communication on latest ways
to stay safe, ICMR guidelines, MHA advisories are regularly shared. Communication is sent
by top management so it receives priority attention.
Medical Protocols, Treatment and Testing: _ The Company has a fully equipped
medical room that operates with a doctor and nursing staff 24*7. It has tie-ups with local
hospitals, testing agencies and mobile services. Thermal checks are done at entry and
exits. Medical Insurance cards have been shared. All FAQs, including updations in
information received from authorities are communicated.
Medical Help Desk: _ A Medical Help Desk supports all employees and their families
across 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-like
symptoms. The Medical Help desk is a single point of contact on every health, quarantine,
hotspot or COVID issue.
AAJ TAK _
"AAJ TAK" maintained its leadership position in FY 2021-22 and was the clear
leader during key news events such as coverage of Death of CDS Bipin Rawat, Kashi
Vishwanath Corridor Inauguration; Security breach of PM Modi, Republic Day, Union Budget
Day, demise of Lata Mangeshkar, Assembly Election Exit Poll, Assembly Election Results
Day, and Russian Invasion of Ukraine. Aaj Tak is the only news channel reaching to 10
Crore viewers every week in 2022 (Wk 1-13'22).
INDIA TODAY TELEVISION_
"India Today Television" was clear No.1 among young audience (22-30M,
Megacities) and was No. 2 in audience group 22+ M AB, in prime time (18:00-24:00).
GOOD NEWS TODAY _
The new Hindi News channel "Good News Today" from the Network crosses Zee
News in the free network in last week of the FY. In free network Good News Today reaches
to more number of audiences than News18 India, India TV, ABP News and Zee News.
ISHQ 104.8 FM _
Your Company operates a radio station under the brand name of ‘104.8 Ishq FM'.
Ishq FM is ‘India's only Romantic Radio Station' and currently operates in the top 3
metro cities of Delhi, Mumbai and Kolkata. The station has its listeners hooked onto its
romantic music and innovative programming which also explores love, romance and modern day
relationships.
Ishq FM which is positioned as a masstige radio brand, made a paradigm shift in its
content & marketing strategy last year, to make the product more mass by revamping its
RJ line-up, changing the content tonality & jock talk to being pre-dominantly Hindi.
In line with the content strategy, the brand explored different content IPs- a celebrity
talk show - ‘Ishq with Nusrat Bhalobashaye Bold' hosted by MP & Actor
Nusrat Jahan to an on-air & digital storytelling series ‘Ishq Mein Kabhi
Kabhi' with ‘Aparshakti Khurana'. Ishq FM also launched the first edition
of ‘Dear Ishq', a digital poetry and storytelling festival featuring some of
the biggest poets and storytellers in an evening full of Kissey, Kahaniyaan & Poetry.
Music being the core of the brand, Ishq FM launched ‘Ishq Music Awards', a
listener's choice awards celebrating & felicitating the best romantic music created by
artists in 2021. The station also launched other music centric initiatives like Ishq
Top 20, a countdown of the best romantic songs of the week, as well as Indie Meri
Jaan – an initiative giving independent artists from across the country a
platform to showcase their music and their musical journey.
DIGITAL BUSINESS _
Your Company emerged as the No. 1 video news publisher towards the end of financial
year. Aaj Tak crossed the 50 million subscriber mark on YouTube and retains its position
as the World's Most Subscribed and Watched News Channel on YouTube, and also became the
first in News space to get a Custom Play Button. Aaj Tak and India Today are also the
first news channels to be available on Alexa.
The social-media subscriber base of all digital-first channels grew by 20% during the
last one year. The India Today Group's 20 dedicated digital-first video-channels have a
presence across 11 content genres and five languages including National News,
International News, Business News, Regional News, Sports News, Crime News, Entertainment,
Astrology, Fitness, Lifestyle and Literature. Further, the digital first channels have
garnered 11.1 Billion video views across social platforms. (Source: Facebook Insights,
Youtube Analytics, Apr'21-Mar'22) and a collective fan-base of 82 Million (Source: YouTube
Subscriber, Facebook Likes | Mar'22).
Apart from this, the top 5 performing Youtube channels – Sahitya Tak, UP Tak, Biz
Tak, Crime Tak & Mumbai Tak, witnessed a subscriber growth of 77%, 55%, 49%, 45% &
41% respectively.
Taks and The Lallantop are Company's own brand destination initiative to achieve
leadership position in the Digital First News Business. The digital first brands have
presence across social media platforms. Furthermore, they have their own websites, Andriod
and iOs apps.
The new version of the Tak App is India's first personalized video-only news app. This
version of the app has been built on the core philosophy of "Aapki News, Aapke Liye,
Aapke Time Par". It is backed by a recommendation engine that helps users to
get news feed based on their preference and consumption behaviour. The app offers
short-form content, and long-form content and lives with interactivity, where users
can chat with like-minded people and express their opinion through voting. The app also
has native language navigation.
DIVIDEND
During the period under review, based on the Company's performance, the Directors are
also pleased to recommend for your consideration and approval payment of final dividend
amounting to Rs3.00 per share i.e. @ 60% per equity share of Rs5/- each fully paid up, for
the financial year 2021-22. The final dividend on equity shares, if approved by the
members would involve a cash outflow of Rs17.90 Crore. Pursuant to Regulation 43A
of the SEBI Listing Regulations, a Dividend Distribution Policy is in place, which is
available on the Company's Website at https://specials.indiatoday.
com/aajtaknew/download/dividend-distribution-policy-tvtn.pdf
GENERAL RESERVE
The Company has not transferred any amount to the General Reserve for the financial
year ended March 31, 2022.
SHARE CAPITAL
For the Financial Year ended 2022, the issued, subscribed and paid up equity share
capital of the Company is Rs29,83,43,075 consisting of 5,96,68,615 Equity Shares of Rs5/-
each. During the financial year under review, there was no change in the capital structure
of the Company.
DEPOSITS
The Company has not accepted any deposit and as such, no amount of principal or
interest was outstanding as at the end of the financial year.
AMENDMENTS IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION
To expand its digital presence and broaden the scope of activities, the Company altered
the "Object Clause" of Memorandum of Association to inter-alia include areas of
skill based e-games, education, news aggregation, cinematograph trade etc. which was
approved by the shareholders via postal ballot on April 14, 2022.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
INDUCTIONS, RE-APPOINTMENT, RETIREMENT_ & RESIGNATIONS
During the year under review, Board of Directors in their meeting held on February 11,
2022 has appointed Mr. Dinesh Bhatia as Chief Executive Officer and Key Managerial
Personnel ("KMP") of the Company designated as "Group Chief Executive
Officer" subject to the approval of the Ministry of Information and Broadcasting
(MIB). Application has been made to MIB in this regard. The appointment of Mr. Dinesh
Bhatia shall be effective from the date of approval of MIB. Pursuant to the provisions of
the Act, Ms. Kalli Purie Bhandal, Vice Chairperson and Managing Director of the Company,
is liable to retire by rotation at the forthcoming AGM and being eligible, has offered
herself for re-appointment. The Board recommends her re-appointment.
INDEPENDENT DIRECTORS _
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Regulation 16 of
SEBI Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Company's code of conduct for Directors and Senior Management Personnel.
All the Independent Directors of the Company have registered themselves in the data
bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA).
Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment
& Qualification of Directors) Rules, 2014, all the Independent Directors have
passed or were exempted to undertake online proficiency self-assessment test conducted by
the IICA. In the opinion of the Board, all independent directors possess strong sense of
integrity and having requisite experience, qualification and expertise. For further
details, 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 its
success. A diverse Board, among others, will enhance the quality of decisions by utilising
different skills, qualifications, professional experience and knowledge of the Board
members necessary for achieving sustainable and balanced development. In terms of SEBI
Listing Regulations and Act, the Company has in place Nomination & Remuneration
Policy. The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual Directors including the chairperson and the
Independent Directors. The Policy encourages the appointment of women at senior executive
levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain
and motivate best available talent. The Policy is available on the website of the Company
at https://aajtak.intoday.in/investor/. During the financial year, no changes were made in
the Policy.
ANNUAL EVALUATION AND FAMILIARISATION_ PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the performance of Board, its Committees and
Individual Director including Independent Directors. The questionnaires were prepared
after taking into consideration the various facets related to working of Board, its
Committee and roles and responsibilities of Director. The Board and the Nomination and
Remuneration Committee reviewed the performance of the individual Directors including
Independent 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 Board
after seeking inputs from all the Directors on the basis of various criteria. The Board of
Directors expressed their satisfaction with the evaluation process.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors and Non-executive Directors. The
details of the evaluation process are set out in the Corporate Governance Report which
forms part of this Annual Report.
A note on the familiarisation programme adopted by the Company for training of the
Independent Directors, is set out in the Corporate Governance Report which forms part of
this report.
BOARD MEETINGS
The Board met 4 (four) times in the financial year 2021-22. The period between any two
consecutive 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 the
Corporate Governance Report that forms part of this Annual Report.
AUDIT COMMITTEE
The composition and other related information of the Audit Committee is stated in the
Corporate Governance Report.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS
As at March 31, 2022, the Company has 3 (three) subsidiary companies in terms of the
provisions of Act, namely, T V Today Network (Business) Limited, Mail Today Newspapers
Private Limited and Vibgyor Broadcasting Private Limited. The Company has no material
subsidiary in accordance with the SEBI Listing Regulations.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Act, consolidated financial statements of the
Company 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 our
subsidiaries in the prescribed format AOC-1 is annexed as Annexure I. The
statements provide the details of performance, financial positions of each of the
subsidiaries.
In accordance with Section 136 of the Act, the
auditedfinancialstatements,includingtheconsolidated financial statements and related
information of the Company, are available on Company's website at
https://aajtak.intoday.in/investor/. Audited accounts of each of its subsidiaries are not
being annexed to this report. The audited financial statements of the subsidiary are
available for inspection at the Company's registered office and registered office of the
subsidiary Company as well as available on the website of the Company i.e.
https://aajtak.intoday.in/ investor/. The Company will provide the copy of the financial
statements of its subsidiary companies to the members upon their request.
No company has become/ceased to be Associate or Joint Venture during the financial year
2021-22.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
During the year, the Company has transferred the unpaid/unclaimed dividend amounting to
Rs2,08,195/- to the Investor Education and Protection Fund ("IEPF") Account
established by the Central Government. The Company has also uploaded the details of unpaid
and unclaimed amounts lying with the Company as on March 31, 2022 on the website of the
Company i.e. http://aajtak.intoday.in/investor/ Further, in terms Section 124(6) read with
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company
transferred 5,197 Equity Shares pertaining to the financial year 2013-14, to the demat
account of Investor Education and Protection Fund Authority, details of which are uploaded
on the website of the Company at i.e. http://aajtak.intoday.in/ investor/ Shares which are
transferred to IEPF can be claimed back by the shareholders from Investor Education and
Protection Fund Authority by following the procedure prescribed under the aforesaid rules.
The detailed procedure is also available on the website of the Company at
http://aajtak.intoday.in/investor/.
STATUTORY AUDITORS
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration
No. 101049W / E300004) were appointed as the Statutory Auditors of the Company to hold
office from the conclusion of the 18th Annual General Meeting (AGM) until the conclusion
of the ensuing AGM and are eligible for reappointment. The Company has received
confirmation from the Auditors to the effect that their appointment, if made, will be in
accordance with the limits specified under the Act and the firm satisfies the criteria
specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors)
Rules 2014. The Board is of the opinion that continuation of M/s. S.R. Batliboi &
Associates LLP, as Statutory Auditors will be in the best interests of the Company and
therefore, the members are requested to consider their re-appointment as Statutory
Auditors of the Company, for another term of five years, from the conclusion of the
ensuing AGM, till the conclusion of 28th AGM of the Company, at such remuneration as
approved by the members of the Company.
AUDITORS' REPORT
The Auditors' Report read along with notes to accounts is self-explanatory and
therefore does not call for further comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI &
Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit
of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed
herewith as Annexure II. The Secretarial Audit Report is self- explanatory and does
not contain any qualification, reservation or adverse remark.
COST AUDITORS
The Cost Audit for financial year ended March 31, 2021 was conducted by M/s. SKG &
Co (M. No. 000418). Based on the recommendations of the Audit Committee, the Board has
approved the reappointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of
the Company for the financial year 2022-23 on a remuneration of Rs1,50,000/- plus
applicable taxes and out of pocket expenses that may be incurred by them during the course
of audit. As required under the Act, the remuneration payable to the Cost Auditor is
required to be placed before the Members in a general meeting for their ratification.
Accordingly, a resolution seeking Member's ratification for the remuneration payable to
M/s. SKG & Co., Cost Auditors is included in the Notice of the ensuing AGM. The
Company has maintained accounts and records as specified under sub-section (1) of 148 of
the Act.
CORPORATE SOCIAL RESPONSIBILITY
At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social
outreach programmes. Over the years, the Company has aligned its business processes and
goals 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 has constituted a
CSR Committee. The composition of the CSR Committee is provided in the Report on CSR
Activities and Corporate Governance Report, which forms part of this Report.
During the year, the Board on the recommendation of the Corporate Social Responsibility
Committee, to align with the requirements of the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021 issued by Ministry of Corporate Affairs,
reviewed and adopted the revised Corporate Social Responsibility Policy, effective from
May 28, 2021, which is available on the Company's website at https://
aajtak.intoday.in/investor/. The Policy recognizes that corporate social responsibility is
not merely compliance; it is a commitment to support initiatives that measurably improve
the lives of underprivileged. The Policy also lays down the list of activities for CSR
Projects, Programs and activities.
The Policy lays emphasis on transparent monitoring mechanism for ensuring
implementation of the projects undertaken/ proposed to be undertaken by the Company in
accordance with the overall objective of the CSR policy. Further, during the year under
review, the Board of Directors on the basis of recommendations of CSR Committee, has
approved allocation of Rs4,25,44,300/- towards CSR activities for the financial year
2021-22 to Care Today Fund. The projects undertaken during the year focussed on the
following: (i) Plantation of trees; (ii) Promoting and providing access to e-Education;
(iii) Livelihood enhancing projects; (iv) Disaster Management projects and (v) Covid
Relief Activities.
Further, out of the total amount so earmarked for CSR, the Company spent
Rs2,55,86,278/- during the financial year 2021-22 and transferred the balance amount of
Rs1,69,58,022/- which was allocated to ongoing projects and remained unspent as on March
31, 2022, to CSR Unspent Account on April 12, 2022. Detailed reasons for unspent amount is
provided in the Annual Report on Corporate Social Responsibility u/s 135 of the Act, which
is annexed as Annexure III to this Report. A detailed update on the CSR initiatives
of the Company is also provided in the Corporate Social Responsibility section, which
forms part of the Annual Report.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI Listing Regulations, the Business Responsibility Report,
describing the initiatives taken by the Company from environmental, social and governance
perspective forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review, as
stipulated under the SEBI Listing Regulations, is presented in a separate section, forming
part of this Annual Report.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance forms part of the Annual Report along with the
Certificate on Corporate Governance as required under SEBI Listing Regulations. The
Practicing Company Secretaries' certificate for the financial year 2021-22 does not
contain any qualifications, reservations or adverse remarks.
INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has adequate Internal control/Internal Financial control systems
commensurate with the size and nature of its business. An internal audit programme
covering various activities and periodical reports are submitted to the management. The
Company has a well defined organisational structure, authority levels and internal rules
and guidelines for conducting business transactions.
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of business, including adherence to the Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
RISK MANAGEMENT
The Company has a duly approved Risk Management Policy and constituted Risk Management
Committee as required under SEBI Listing Regulations. The Committee oversees the Risk
Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The purpose of the Committee is
to assist the Board of Directors in fulfilling its oversight responsibilities with regard
to enterprise risk management.
The Company faces constant pressure from the evolving marketplace that impacts
important issues in risk management and threatens profit margins. The Company emphasizes
on those risks that threaten the achievement of business objectives of the Group over the
short to medium term. Your Company has adopted the mechanism for periodic assessment to
identify, analyze, and mitigate the risks.
The appropriate risk identification method depends on the application area (i.e. nature
of activities and the hazard groups), the nature of the project, the project phase,
resources available, regulatory requirements and client requirements as to objectives,
desired outcome and the required level of detail.
All the senior executives have the responsibility for over viewing management's
processes and which results in identifying, assessing and monitoring risk associated with
organization's business operations and the implementation and maintenance of policies and
control procedures to give adequate protection against key risk of the Company.
Further, in carrying out the risk management processes, the senior executives of the
Company consider and assess the appropriateness and effectiveness of management
information and other systems of internal control, encompassing review of the external
Auditor's report to management on internal control and action taken or proposed resulting
from those reports.
The risk management and internal control systems within the organization encompass all
policies, processes, practices and procedures established by management and / or the Board
to 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 managed efficiently and
effectively in carrying out the business; Significant financial, managerial and operating
information is accurate, relevant, timely and reliable; and There is an adequate level of
compliance with policies, standards, procedures and applicable laws and regulations.
POLICIES OF THE COMPANY
The Company as per the provisions of Act and SEBI Listing Regulations formulated the
following policies:
| Name of the Policy |
Web link |
| Policy on Materiality of Related party Transactions and dealing with related party
transactions |
http://specials.indiatoday.com/ aajtaknew/download/Policy-on-
Materiality-of-Related-Party- Transactions-and-dealing-with-
Related-Party-transactions.pdf |
| Name of the Policy Policy for determining Material subsidiaries |
Web link 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/CSR-Policy- TVTN-Final.pdf |
| Policy on determination of Materiality Dividend Distribution Policy |
http://specials.indiatoday.com/ aajtaknew/download/Policy-on-
determination-of-Materiality.pdf http://specials.indiatoday.com/
aajtaknew/download/Dividend- |
| Business Responsibility Policy |
Distribution-Policy-tvtn.pdf https://specials.indiatoday.com/
aajtaknew/download/Business- Responsibility-Policy.pdf |
| Archival Policy |
https://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 in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and Whistle blower policy under which the persons covered under the policy
including Directors and employees are free to report misuse or abuse of authority, fraud
or suspected fraud, violation of Company rules, manipulations, negligence causing danger
to public health and safety, misappropriation of monies, and other matters or activity on
account of which the interest of the Company is affected. The reportable matters may be
disclosed to the vigilance officer who operates under the supervision of the Audit
Committee. Persons covered under the Policy may also report to the Chairman of the Audit
Committee.
During the year under review, no employee was denied access to the Chairman of the
Audit Committee. No complaints were received under Vigil Mechanism
& Whistle Blower Policy during the financial year 2021-22.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in Note No 46 of the notes forming part of the Standalone
financial statements. During the financial year under review, the Company has complied
with the provisions of Section 186 of the Act read with the rules made thereunder.
ANNUAL RETURN
The Annual Return, as required under Section 92 of the Act, is available on the
Company's website at https://specials.indiatoday.com/aajtaknew/download/
MGT-7-2021-2022.pdf.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party contracts/arrangements/transactions that were entered into during the
financial 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 in
accordance with the policy of the Company on materiality of related party transactions.
All related party transactions are mentioned in Note No. 37 of the notes to the
Accounts. Accordingly, the disclosure of Related Party Transactions as required under
Section 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 are
of a foreseen and repetitive nature.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule
5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure
IV to this report.
In terms of the first proviso to Section 136 of the Act, the annual report is being
sent to all members of the Company excluding Particulars of employees as required under
section 197 of the Act read with 5(2) & (3) of the Companies (Appointment and
Managerial Personnel) Rules, 2014. The same is open for inspection at the registered
office of the Company during business hours for a period starting twenty days before the
date of the AGM. Any member interested in obtaining a copy thereof, may write to the
Company Secretary.
Except Mr. Aroon Purie, who draws remuneration of Rs3,97,10,840/- per annum from Living
Media India Limited in the capacity of Editor in Chief in Living Media India Limited,
Holding Company of the Company, no other Director of the Company is in receipt of any
remuneration or commission from any holding company or subsidiary company of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information with regard to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure V
forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts/ Tribunals
during the financial year 2021-22 which would impact 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, 2022, the applicable accounting standards have been
followed and there are no material departures from the same;
the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of
the Company for the year ended on that date; the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; the Directors have prepared the annual
accounts of the Company on a going concern basis; the Directors, have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; the Directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on
Prevention of Sexual Harassment at the Workplace in line with the provisions of the said
Act and an Internal Complaints Committee has also been set up to redress complaints
received regarding Sexual Harassment. The policy and the Internal Complaints Committee is
announced to all staff and is available on the internal policy portal and is also
disclosed on the website of the Company at
http://specials.indiatoday.com/aajtaknew/download/
prevention-of-sexual-harassment-policy-2021.pdf No complaint of sexual harassment was
received during the financial year 2021-22.
OTHER DISCLOSURES
(i) The Statutory Auditors of the Company has not reported incident related to fraud
during the financial year to the Audit Committee or Board of Directors under section
143(12) of the Act.
(ii) The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
(iii) No material changes and commitments, if any, affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this report. The Company has taken all
necessary steps to ensure smooth functioning of operations in the continued covid
situation. However, with inherent resilience of the business model position of the
Company, the Company is confident about adapting to the changing business environment.
(iv) No change in the nature of the business of the Company happened during the
financial year under review.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation for the contribution made by
employees at all levels with dedication, commitment and team effort, which helped your
Company in achieving the performance during the year.
Your Directors also acknowledge with thanks the support given by the Government,
bankers, members and investors at large and look forward to their continued support.
| For and on behalf of the Board of Directors |
|
|
Aroon Purie |
|
Chairman & Whole-time Director |
|
DIN:00002794 |
|
Address: 6, Palam Marg, |
| Place: Noida |
Vasant Vihar, |
| Date: May 12, 2022 |
New Delhi – 110057 |
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