T.V. Today Network Ltd
Directors Reports
Your Directors have the pleasure of presenting their Twenty Fourth (24th)
Annual Report of T.V Today Network Limited (T.V. Today/Company) together with the Audited
Financial Statements for the year ended March 31,2023.
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
2022-23. The highlights of the standalone and consolidated financial statements of the
Company for the FY 2022-23 and FY 2021- 22 are as under:
|
Standalone |
Consolidated |
| Particulars |
Year Ended March 31,2023 |
Year Ended March 31,2022 |
Year Ended March 31,2023 |
Year Ended March 31,2022 |
| Income from operations |
878.23 |
930.10 |
878.23 |
930.10 |
| Other income |
43.56 |
43.73 |
43.57 |
43.89 |
| Profit before Finance Costs,Depreciation and Amortization |
174.65 |
288.51 |
174.83 |
288.30 |
| Finance costs |
3.34 |
2.64 |
3.34 |
2.64 |
| Depreciation and amortization |
41.28 |
42.33 |
41.28 |
42.33 |
| Profit before exceptional items and tax |
130.03 |
243.54 |
130.21 |
243.33 |
| Exceptional items |
9.85 |
- |
9.85 |
- |
| Profit before tax |
120.18 |
243.54 |
120.36 |
243.33 |
| Tax expense |
32.12 |
61.82 |
32.12 |
61.82 |
| Net Profit |
88.06 |
181.72 |
88.24 |
181.51 |
| Other comprehensive income for the year, net of tax |
0.10 |
0.68 |
0.10 |
0.68 |
| Total comprehensive income for the year |
88.16 |
182.40 |
88.34 |
182.19 |
| Total comprehensive income Attributable to: |
|
|
|
|
| Owners of the Company |
NA |
NA |
88.34 |
182.19 |
| Non-controlling interests |
NA |
NA |
- |
- |
| Basic earning per share |
14.76 |
30.46 |
14.79 |
30.42 |
| Diluted earning per share |
14.76 |
30.46 |
14.79 |
30.42 |
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 2022-23 was at Rs. 921.79
Crores. Profit before tax was Rs. 120.18 Crores as compared to Rs. 243.54 Crores in the
last year. Profit after tax was Rs. 88.06 Crores as compared to Rs. 181.72 Crores 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
channels "Aaj Tak", "Aaj Tak HD", "Good News Today" and
English news channel "India Today", rapidly growing digital business and
confidence reposed by its viewers and clients, the Company managed to achieve a
satisfactory performance.
AAJTAK
Aaj Tak maintained its Leadership among Hindi News Channels in the new Audience
Measurement System BARC {Source: BARC I HSM I 22-40 AB I 01st Apr'22 to 31st
Mar'23, Rolled Data, Gross AMA in Mn}. Aaj Tak has also maintained the Pole Position
across major News Breakouts and Critical News Broadcasts such as Independence and Republic
Day Celebrations, Hon'ble PM Modi's Live Address at the India Today Conclave, Hon'ble
President Draupadi Murmu's Election Victory and Swear-in, National Occasions and even
State Level Critical Breaking News such as declaration of Eknath Shinde as Chief Minister
of Maharashtra.
GOOD NEWS TODAY
Good News Today has higher reach than many of top Hindi News Channels {Source: BARC I
HSM I 15+ Free Platform | Apr'22 to Mar'23, Avg Monthly Cume Reach} and has been ahead of
many renowned News Channels - Zee News, ABP News, Zee Hindustan, Times Now Navbharat in
terms of viewership {Source: BARC | HSM | 15+ Free Platform | Week 14'22 to Week 13'23,
Avg Weekly Gross AMA'000s}
INDIA TODAY TELEVISION
India Today Television has also obtained leadership positions in critical News and
Events such as Hon'ble PM Modi's Live Address at the India Today Conclave, Hon'ble FM
Nirmala Sitharaman's interview at our Budget Special Event and Congress Leader Rahul
Gandhi's Live Address post Disqualification from Lok Sabha.
TV Today Network reaches out to 259 Mn viewers each month from Apr'22 to Mar'23
Source: BARC I India I 2+ I 01st Apr'22 to 31st Mar'23, Monthly
Cume Rch, Rolled Data.
ISHQ 104.8 FM
Your Company operates a radio station under the brand name of Rs.104.8 Ishq FM'. Ishq
FM is Rs.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 on its romantic
music and its innovative soundscape creates an immersive listening experience.
Ishq FM plays quality programming that caters to the interests of the audience in a
surefire way of gaining popularity. The Radio Jockeys create a loyal following & human
connection with humour & celebrity interviews interspersed bringing in the fun
element.
During the year under review, the brand focused on localization of content, music &
content innovation and taking the brand on-ground. The revamp of drivetime shows, Ye Dilli
Hai & Laukar Mumbai to local positioning garnered favourable preference for the brand.
With programming innovation at its core & focus on local community & city-led
content, some engaging initiatives were executed. For Diwali, Gift Stock Exchange gave its
listeners a chance to win exciting gifts. For Independence Day, Azaadi Kiraye Se gave
listeners a chance to get Ishq to take over the burden of their house rentals. A Talent
Hunt - Voice of Ishq in Kolkata helped Ishq find worthy on-air talent.
During the year, Ishq FM hosted a series of public service initiatives like Samvidhan
India, April Cool, Janta Claus & Yeh Public Sab Janti Hai taking relevant information
to the masses.
On the Music innovation front, Ishq FM became the first radio station in the country to
introduce the digitally popular music genre, lo-fi on its airwaves- every night 12 se 2,
the Lo-Fi Show. The brand also did a campaign ‘Ads Kam, Gaane Zyada' highlighting
that the station plays maximum music per hour in comparison to any other radio station.
Ishq FM hosted the 2nd edition of the Ishq Music Awards, celebrating music
and romance together with various music artists by felicitating the best of them. Ishq FM
also organized Concerts in Delhi & Mumbai- Ishq Sufiana with Nooran Sisters &
Nizami Bandu & Ishq with Papon.
During the year, the radio station was felicitated with 5 awards at Golden Mikes and 25
awards at ACEF Global Customer Engagement Forum & Awards in 2022.
DIGITAL BUSINESS
India Today is the country's pioneering news organisation that has grown into the
number one video general news publisher along with leadership in the broadcast and
publishing arena.
With assets such as aajtak.in, indiatoday.com, and businesstoday.in, we are India's
biggest news brand which serves almost 1/3rd of general news text and video
audiences and is de-facto No.1 on CTV audiences.
We have digital-first initiatives, which are scaling fast on D2C revenues too. We are
relentlessly focused on building, measuring, engaging, and monetizing exclusive assets
produced by India's most revered editorial team. Our goal is to understand, lead and
dominate the consumer pathway from trial to conversion through content personalization and
curation.
TAK CHANNELS
The India Today Group's, Tak channels, were launched with the core philosophy of
‘Aapki News, Aapke Liye, Aapke Time Par'. As part of this philosophy, Tak's portfolio
includes multiple interest-based and news- based channels. The India Today Group's 22
dedicated digital-first video-channels have a presence across 11 content genres and six
languages including National News, International News, Business News, Regional News,
Sports News, Crime News, Entertainment, Astrology, Fitness, Lifestyle and Literature. The
social- media subscriber base of all digital-first channels grew by 11% during the last
one year. Further, the digital first channels have garnered 15.2 Billion video views
across social platforms. (Source: Facebook Insights, Youtube Analytics, Apr'22-Mar'23) and
a collective fan-base of 81.6 Million (Source: YouTube Subscriber Mar'23).
Apart from this, following youtube channels of the Company saw the maximum subscriber
growth during the year under review — Sahitya Tak, Mumbai Tak, Gujarat Tak, Astro Tak
& Crime Tak has witnessed a subscriber growth of 45%, 43%, 39%, 32%, & 28%
respectively.
Taks and The Lallantop are the Digital First News channels of the India Today Group.
The digital first brands have presence across social media platforms. Furthermore, for the
Taks and Lallantop, the Company has launched the own destination platforms / websites
including UP Tak (www.uptak.in). MP Tak (www.mptak. in), Mumbai Tak (www.mumbaitak.in),
Sports Tak (www. thesportstak.com), Rajasthan Tak (www.rajasthantak. com), Kisan Tak
(www.kisantak.in), Gujarat Tak (www.guiarattak.in), Crime Tak (www.crimetak.in) and The
Lallantop (www.thelallantop.com).
Apart from the digital growth, Taks have organized various on-ground shows during the
year like Gujarat Tak Baithak, MP Tak Baithak, KisanTak Summit and UP Tak Utsav. This is
over and above the various new launches including website, App and Youtube channels.
BUSINESS TODAY DIGITAL
Business Today ("BT") has today become the country's most renowned platform
for business news and analysis. Business Today Digital (www.Businesstodav.in) reported
205% growth in Total Monthly Unique Visitors on Comscore Multiplatform-from 4.64 million
in March 2022 to 14.14 million in March 2023, it has improved its Comscore Business News
segment rank on Monthly Unique Visitors from No. 14th in July'22 to No. 4th
in March'23. www.businesstoday.in has entered the top 5 in the business and economy
category. Business Today now has a consistent userbase of over 20 million per month with
page views above 36 million, as per Google Analytics data.
Business Today launched some of the Key digital assets during the year like BT Markets
Today, BT Tech Today, BT Money Today, BTTV, BTMAG, BT Upstart, Markets Analytics and
Company/Equity Pages, Sector and Industry Coverage (Banking, Commodities, Information
Technology, Auto, Pharma, Energy, Real Estate, and Telecom). Business Today launched some
key monetisable digital assets and Events curated during the year are BT India@ 100, BT
Davos, BT Banking and Economy Summit, Market Today Summit, BT Best Banks Awards. Further
Business Today has recently launched its Hindi site BTBazaar.in to enter in vernacular
space.
BUSINESS TODAY TELEVISION (BTTV)
Business Today Television (BTTV) has emerged as India's fastest multi-platform business
news channel that has set a new bar in the coverage of business and the economy of the
world's fifth-largest and fastest- growing economy. One of the latest innovations by the
India Today Group, BTTV is part of the 30-year-old Business Today megabrand and
complements the group's strategic vision for its brand to achieve leadership across
‘on stands, online, and on air'.
BTTV is available on TV, web, and social media platforms including YouTube, Facebook,
LinkedIn, Twitter and Instagram. The channel provides in-depth, engaging coverage
including real-time breaking news, analysis, expert views, and long-form shows on a
variety of topics, from the corporate world to stock markets to the macro and the new
economy, as well as a variety of powerful event IPs.
With over 101 million views over the year and over 6 million subscribers across various
platforms including YouTube, Facebook, www.businesstoday.in and bazaar.businesstoday.in,
BTTV has established itself as one of the top business news destinations and is a major
player in the digital media space. BTTV's content finds particular favour with consumers
in the 24-45 years age category.
The year also saw the launch of BTBazaar, the Hindi VoD offering and
bazaar.businesstoday.in. In the short period since inception, the new offerings are
growing at a fast clip. One of the most original indepth documentary in recent memory, was
Money- Gaatha, which explains the otherwise mundane story of currency to the masses, in an
easy, accessible manner. The story of currency over millennia, from the first
"phooti-kaudi", to the "damdi", to the "dhela", to the
"pai", "paisa", "aana", "rupiya" and now the era
of digital currency is told in this effort to chart a significant element of human history
that started with the barter system, the exchange of goods and services without the use of
money.
DIVIDEND
During the year under review, your Company has declared the highest ever dividend to
its shareholders in a financial year. The details of dividend declared/ recommended are as
under:
|
Financial Year 2022-23 |
Financial Year 2021-22 |
| Type of Dividend |
Rate per equity share |
Dividend per share (in Rs.) |
Dividend payout (in Rs. crore) |
Rate per equity share |
Dividend per share (in Rs.) |
Dividend payout (in Rs. crore) |
| Special Interim Dividend |
1340% |
67 |
399.78 |
- |
- |
- |
| Final Dividend |
60% |
3 |
17.90* |
60% |
3 |
17.90 |
| Total Dividend Payout |
|
|
417.68 |
|
|
17.90 |
* The Board of Directors in their meeting held on May 16, 2023 has recommended final
dividend of Rs.3 (@60%) per equity share of face value of Rs.5 each amounting to Rs.17.90
Crores subject to approval of shareholders in the ensuing Annual General Meeting.
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.indiatodav.com/aaitaknew/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, 2023.
SHARE CAPITAL
For the financial year ended 2023, there was no change in the capital structure of the
Company. The Authorized Share Capital of the Company stood at Rs.1,34,00,00,000/- (Rupees
One Hundred and Thirty Four Crores only) divided into 25,80,00,000 (Twenty Five Crore
Eighty Lacs) Equity Shares of Rs.5/- (Five Only) each and 5,00,000 (Five Lac) Preference
Shares of Rs.100/- (One Hundred Only) each as on March 31, 2023.
The issued, subscribed and paid up equity share capital of the Company stood at
Rs.29,83,43,075/- consisting of 5,96,68,615 Equity Shares of Rs.5/- each as on March
31,2023.
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
and no amount of principal or interest was outstanding as at the end of the financial
year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the Directors of the Company.
a RE-APPOINTMENT OF DIRECTORS
Subsequent to the end of year under review, following changes have occurred in the
directorships of the Company:-
(i) Based on the recommendations of Nomination and Remuneration Committee and the Audit
Committee, the Board of Directors in their meeting held on February 03, 2023, subject to
the approval of shareholders vide special resolution, approved the re-appointment and
remuneration of Mr. Aroon Purie (DIN: 00002794) as Chairman and Whole Time Director of the
Company, not liable to retire by rotation, for a period of 5 (Five) years with effect from
April 01, 2023 to March 31,2028. On April 09, 2023, the above mentioned resolutions were
passed through Postal Ballot by Shareholders with requisite majority.
(ii) Based on the recommendations of Nomination and Remuneration Committee and the
Audit Committee, the Board of Directors in their meeting held on February 03, 2023,
subject to the approval of shareholders vide ordinary resolution, approved the
re-appointment of Ms. Kalli Purie Bhandal (DIN: 00105318) as Vice Chairperson &
Managing Director of the Company, liable to retire by rotation, for a period of 5 (Five)
years with effect from April 01,2023 to March 31, 2028 and approved the remuneration,
subject to the approval of shareholders vide special resolution, for a period of 3 (three)
years with effect from April 01, 2023 to March 31,2026. On April 09, 2023 the above
mentioned resolutions were passed through Postal Ballot by Shareholders with requisite
majority.
The details of voting of above mentioned Resolution(s) passed through Postal Ballot by
Shareholders are provided in the Corporate Governance Report that forms part of this
Annual Report.
a RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION
In terms of the provisions of the Companies Act, 2013, Mr. Devajyoti N. Bhattacharya
(DIN: 00868751), Non-Executive and Non Independent Director of the Company, retires at the
ensuing Annual General Meeting ("AGM") and being eligible, seeks reappointment.
A resolution seeking shareholders' approval for his re-appointment forms a part of the
Notice of the ensuing AGM.
a KEY MANAGERIAL PERSONNEL
Based on recommendation of NRC, the Board of Directors in their meeting held on
February 11, 2022 had appointed Mr. Dinesh Bhatia as Group Chief Executive Officer of the
Company which was subject to the approval of Ministry of Information and Broadcasting
(MIB). In this regard, during the year under review, the Company has received the said
approval of MIB dated May 18, 2022. Accordingly, Mr. Dinesh Bhatia was appointed as Chief
Executive Officer (CEO) and designated as Group CEO of your Company with effect from May
18, 2022.
As on March 31, 2023, the following are the Key Managerial Personnel of the Company
except the Chairman & Whole Time Director and Vice-Chairperson & Managing
Director:
| S. no. |
Name |
Designation |
| 1 |
Mr. Dinesh Bhatia |
Group Chief Executive Officer |
| 2 |
Mr. Ashish Sabharwal |
Group Head - Secretarial, Company Secretary and Compliance Officer |
| 3 |
Mr. Yatender Kumar Tyagi |
Chief Financial Officer |
a 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 and there
has been no change in the circumstances which may affect their status as Independent
Directors of the Company.
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 the Independent Directors possess strong sense of
integrity and are having requisite experience, qualification and expertise. For further
details, please refer Corporate Governance Report which forms part of this Annual 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 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
link https://www.aaitak.in/investor. During the financial year under review, no changes
were made in the Policy.
ANNUAL EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the performance of the 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 Annual Evaluation process was
completed for the financial year 2022-23. The evaluation process, procedure and outcome
have been explained in the Corporate Governance Report which forms part of this Annual
Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
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. Further at the time of appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his / her duties and responsibilities.
BOARD MEETINGS
The Board met 4 (four) times in the financial year 202223. 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 details of composition and other related information of the Audit Committee is
stated in the Corporate Governance Report which forms part of this Annual Report.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS
As at March 31, 2023, the Company has 3 (three) subsidiary companies in terms of the
provisions of the
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.
In accordance with Section 136 of the Act, the audited financial statements, including
the consolidated financial statements and related information of the Company, are
available on Company's website at https://www.aaitak.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 Companies as well as available on the website of the
Company i.e. https://www.aaitak. 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 2022-23.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
During the year under review, the Company had transferred the unpaid/unclaimed dividend
pertaining to financial year 2014-15 amounting to Rs.3,15,795/- 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 31,2023 on the website of the Company at link
https://www.aaitak.in/investor.
Further, in terms of Section 124(6) read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended,
the Company had transferred 5,657 equity shares pertaining to financial year 2014-15 to
the demat account of Investor Education and Protection Fund Authority, details of which
are uploaded on the website of the Company i.e. https://www.aaitak.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 https://www.aaitak.in/investor.
STATUTORY AUDITORS
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration
No. 101049W / E300004) were re-appointed as the Statutory Auditors of the Company in the
23rd AGM of the Company held on September 27, 2022 for a second term of five
consecutive years from the conclusion of the said AGM till the conclusion of the 28th
AGM to be held in the year 2027.
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 2022-23. The Secretarial Audit Report is annexed
herewith as Annexure II. The Secretarial Audit Report is selfexplanatory and does
not contain any qualification, reservation or adverse remark.
COST AUDITORS
The Cost Audit for financial year ended March 31,2023 was conducted by M/s. SKG &
Co (M. No. 000418).
Further, based on the recommendations of the Audit Committee, the Board has approved
the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the
Company for the financial year 2023-24 at a remuneration of Rs.1,50,000/- 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 section 148 of the
Act.
CORPORATE SOCIAL RESPONSIBILITY
At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social
outreach programmes and aims to create a social impact in the local community and the
society at large. 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 Corporate Social Responsibility ("CSR") Committee's prime
responsibility is to assist the Board in discharging its social responsibilities by way of
formulating and monitoring implementation of the obiectives set out in the Rs.Corporate
Social Responsibility Policy' ("CSR Policy"). The composition of the CSR
Committee is provided in the Annual Report on CSR Activities and Corporate Governance
Report, which forms part of this Report.
The Corporate Social Responsibility Policy ("CSR Policy") adopted by Board is
available on the Company's website at https://aaitak.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 CSR
activities of your Company are focused in key areas related to diversity and inclusion,
community investment and environmental sustainability. 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, in terms of provision of section 135 of the Act,
the Board of
Directors on the basis of recommendations of CSR Committee, has approved allocation of
Rs.4,43,09,200/- towards CSR activities for the financial year 2022-23 to Care Today Fund.
The projects undertaken during the year focussed on the following:
(i) Disaster Management;
(ii) Plantation of Trees;
(iii) Promoting and providing access to Education;
(iv) Livelihood enhancing projects;
(v) Providing Healthcare and Sanitation Support Further, out of the total amount so
earmarked
for CSR for the Financial Year, the Company spent Rs.2,14,57,861 /- during the
financial year 2022-23 and transferred the balance amount of Rs.2,28,51,339/-, which was
allocated to ongoing projects and remained unspent as on March 31, 2023, to CSR Unspent
Account on April 20, 2023.
Further, the Company spent Rs.1,09,15,426/- during the financial year 2022-23 out of
the CSR Unspent Account maintained for the ongoing projects approved in the financial year
2021-22. The balance unspent CSR amount for the financial year 2021-22 as on March 31,2023
is Rs.60,42,596/-.
Detailed reasons for unspent amount is provided in the Annual Report on Corporate
Social Responsibility activities 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 & SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI') vide Circular
SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 and regulation 34 of SEBI (LODR)
Regulations, 2015, introduced new sustainability related reporting requirements to be
reported in the specific format of Business Responsibility and Sustainability Report
(‘BRSR'). BRSR is a significant step towards giving platform to the companies to
report the initiatives taken by them in areas of environment, social and governance.
Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to
transition to BRSR from Business Responsibility Report from financial year 2022-23
onwards.
In compliance with these regulations, the Company has prepared a BRSR for FY 2022-23
which includes non-financial disclosures which are from an Environmental, Social and
Governance ("ESG") perspective and are sought under 9 principles of National
Guidelines on Responsible Business Conduct (NGRBC) for measuring the performance of the
businesses in the area of business responsibility and sustainability and the same is
presented in a separate section and 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
certificate issued by M/s PI & Associates, a firm of Company Secretaries in Practice
for the financial year 2022-23 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 organizational 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 Company 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 (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 has formulated
the following policies and uploaded them on its website:
| Name of the Policy |
Brief Description |
Web link |
| Policy on Materiality of Related party Transactions and dealing with related party
transactions |
The policy regulates the related party transactions of the Company. |
http://specials.indiatoday.com/aaitaknew/download/
Policy-on-Materiality-of-Related-Party-Transactions-
and-dealing-with-Related-Party-transactions.pdf |
| Policy for determining material subsidiaries |
The policy is used to determine the material subsidiaries and regulate the investments
of Company in material subsidiaries |
http://specials.indiatoday.com/aaitaknew/download/
Policy-for-determining-Material-Subsidiary.pdf |
| Nomination and Remuneration Policy |
This policy formulates the criteria for the appointment and evaluation of directors
and also the criteria for determining the remuneration of the directors, KMP, senior
management personnel and other employees. |
https://specials.indiatoday.com/aaitaknew/download/
Nomination-and-Remuneration-Policy.pdf |
| Vigil mechanism & Whistle Blower Policy |
The Company has adopted a vigil mechanism & whistle blower mechanism to report
concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's Code of Conduct or policy. |
http://specials.indiatoday.com/aaitaknew/download/ Vigil Mechanism Whistle Blower
Policy.pdf |
| Name of the Policy |
Brief Description |
Web link |
| Corporate Social Responsibility Policy |
The Company has adopted Corporate Social Responsibility Policy for Sustainable
Development of the Society and to improve the quality of life of the communities through
long term stakeholder value creation |
http://specials.indiatoday.com/aaitaknew/download/ CSR-Policy-TVTN-Final.pdf |
| Policy on determination of Materiality |
This policy has been framed to ensure the determination of materiality of an
event/information and reporting of transactions thereof |
http://specials.indiatoday.com/aaitaknew/download/
Policy-on-determination-of-Materiality.pdf |
| Dividend Distribution Policy |
The Company has adopted the Dividend Distribution Policy to determine the distribution
of dividends in accordance with the provisions of applicable laws. |
https://specials.indiatoday.com/aaitaknew/download/
dividend-distribution-policy-tvtn.pdf |
| Business Responsibility & Sustainability Policy |
The objective of this policy is to define the Company's position regarding ESG and
provide the guidelines related to ESG for decision-making processes. |
http://specials.indiatoday.com/aaitaknew/download/ BRSR-Policy-2022-23.pdf |
| Archival Policy |
Through this policy the Company seeks to preserve and manage the records of the
Company in a consistent and logical manner. |
https://specials.indiatoday.com/aaitaknew/download/ ARCHIVAI POIICY.pdf |
| Risk Management Policy |
The objective of the policy is to establish a framework for the management of risks
and increase overall awareness of risks throughout the Company. |
http://specials.indiatoday.com/aaitaknew/download/ Risk Management Policy.pdf |
| Policy for Registrar and Share Transfer Agent. |
The Policy is framed to provide uniform guidelines on matters relating to dividend
distribution, transfer and transmission of shares, working of the RTA and internal
controls to be implemented with regard to the said matters. |
https://specials.indiatoday.com/aaitaknew/download/
POLICY-FOR-REGISTRAR-AND-SHARE-TRANSFER- AGENT.pdf |
| Code of practices & procedures for fair disclosure of unpublished price sensitive
information |
This policy aims to prevent the misuse of unpublished price sensitive information
within the Organization and practice of selective disclosures to the public. |
https://specials.indiatoday.com/aaitaknew/download/ CodeofPracticesand-12-4-2019.pdf |
| Policy on Preservation of Documents |
This policy establishes the framework needed for the effective records management of
the Company and provides standards for classifying, managing and storing those records. |
http://specials.indiatoday.com/aaitaknew/download/
Policy-on-Preservation-of-Documents.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.
While the Vigil Mechanism & Whistle blower policy encourages complainants to make
protected disclosures in good faith, it also forbids raising concerns with malicious
intent.
During the year under review, no complaints were received under Vigil Mechanism &
Whistle Blower Policy and no employee was denied access to the Chairman of the Audit
Committee.
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. 26 of the Notes to Accounts of the 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://www.aaitak.in/investor
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on materiality of Related Party Transactions and dealing with
Related Party Transactions. During the year under review, the Policy has been amended to
incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy
can be accessed on the Company's website at https://www.aaitak.in/investor.
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.
Accordingly, the disclosure of Related Party Transactions as required under Section 134
(3) (h) of the Act in Form AOC-2 is not applicable for the financial year 2022-23 and
hence does not form part of the report.
During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval of the Audit Committee was obtained for the
transactions which are of a foreseen and repetitive nature.
Details of related party transactions entered into by the Company, in terms of Ind
AS-24 are mentioned in Note No. 21 of the notes forming part of the Standalone financial
statements.
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 Rule 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.
During the year under review, except, Mr. Aroon Purie who drew remuneration of
Rs.4,25,99,065 /- 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 was in receipt of any remuneration or commission from any holding company or
subsidiary company of the Company for the Financial Year 2022-23.
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 2022-23 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, 2023, 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, 2023 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 portal and is also disclosed on
the website of the Company at: http:// specials.indiatodav.com/aaitaknew/download/
prevention-of-sexual-harassment-policy-2021.pdf.
No complaint of sexual harassment was received during the financial year 2022-23.
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.
(iv) No change in the nature of the business of the Company happened during the
financial year under review.
ACKNOWLEDGMENT
Your Directors place on record their deep appreciation for the contribution made by
employees at all levels. Their dedication, commitment and team effort helped your Company
in achieving the performance during the year.
Your Directors also acknowledge with thanks the continued 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 16, 2023 |
New Delhi - 110057 |
  Â