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REPORT OF THE DIRECTORS
Your Directors are pleased to present the Thirtieth Annual Report and Audited Financial Accounts of the Company for the financial year ended 31st March 2015
SUMMARY OF OPERATIONS:
The total Income for the year ended 31st March 2015 was Rs. 2,331.45 crores as against Rs. 2,175.99 crores during the previous year ended 31st March 2014. Profit Before Tax was Rs. 1,111.99 crores as against Rs. 1,084.71 crores in the previous year. Profit After Tax was Rs. 737.23 crores as against Rs. 716.96 crores in the previous year.
Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across four languages of Tamil, Telugu, Kannada and Malayalam and presently airing FM radio stations across India continues to have sustained and increased viewership of its channels.
During the financial year ended 31st March 2015, the Board of Directors has declared Interim Dividends of Rs. 2.25/– per equity share (45%), Rs. 2.25/– per equity share (45%) and Rs. 6.75/–per equity share (135%) declared at the Board Meetings held on August 8, 2014, November 7, 2014 and February 6, 2015 respectively and have not recommended any Final Dividend. The dividend payout would result in a total dividend of 225%, i.e., Rs. 11.25/– per equity share of face value of Rs. 5.00/– each for the financial year ended 31st March 2015. (Prev. Year of 190%, i.e., Rs. 9.50/– per equity share of face value of Rs. 5.00/– each). The Payout ratio currently stands at 71.80%.
In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 your Directors confirm that, to the best of their knowledge and belief:
In the preparation of the Statement of Profit & Loss for the financial year ended 31st March, 2015 and Balance Sheet as at that date ("financial statements"), the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
Appropriate accounting policies have been selected and applied them consistently and made such 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 the end of the financial year and of the profit of the Company for that period;
Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to reviewthe internal audit function;
The financial statements have been prepared on a going concern basis.
Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
Proper systems are in place to ensure compliance of all laws applicable to the Company;
DIRECTORSAND KEY MANAGERIAL PERSONNEL
As perthe provisions of the Companies Act, 2013, Mr. K. Vijaykumar, Managing Director of the Company will retire at the ensuing AGM and being eligible, seeks re–appointment. The Board of Directors recommend his re–appointment.
The information on the particulars of director eligible for re–appointment in terms of Clause 49 of the Listing Agreement has been provided in annexure to the notice convening the Annual General Meeting.
None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 (2) of the Companies Act, 2013.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT.
As required under Clause 49 of the Listing Agreement with the Stock exchanges, we continue to be a pioneer in benchmarking our corporate governance policies with the best in the media industry. The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
Various information required to be disclosed under the Companies Act, 2013 and Listing Agreement is set out in the Annexure – I and forms part of this report.
BUSINESS RESPONSIBILITY REPORT:
As mandated by SEBI and as per Clause 55 of the Listing Agreement with the Stock Exchanges, the Business Responsibility Report ("BR report") describing the initiatives taken by the Company from an Environmental, Social and Governance ("ESG") perspective as per SEBI's prescribed format, which is also in line with the 'National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business' as prescribed by the Ministry of Corporate Affairs, has been adopted by the Company for the financial year 2014–15; which forms a part of the Annual Report. The Business Responsibility Report is also available on our website.
AUDITORS AND SECRETARIAL AUDITORS REPORT
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No: 101049W) as the Auditors of the Company approved by the shareholders at the 29th Annual General Meeting (AGM), for a term of three years, i.e. till the conclusion of 32nd AGM, which was subject to ratification at every AGM, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the 31st AGM of the Company to be held in the year 2016, at such remuneration plus applicable taxes, out–of–pocket expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.
As per the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure VI.
There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Board of Directors of the Company has, in accordance with Section 135 of the Companies Act, 2013 approved a CSR policy. The CSR
Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure II to this Report along with a compliance certificate from Secretarial Auditor. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of this report.
Your Company has two subsidiaries viz., Kal Radio Limited and South Asia FM Limited. There has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC – 1 which forms part of the annual report.
MATERIAL NON – LISTED SUBSIDIARY COMPANY
As per Clause 49 of the Listing Agreement, your Company has no material non – listed subsidiary company, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125(2) of the Companies Act, 2013, an amount of Rs. 0.76 Lakhs being unclaimed dividend, will be transferred during the current year to the Investor Education and Protection Fund established by the Central Government.
Your Company has not accepted any Deposits from the public in terms of Section 73 of the Companies Act, 2013 during the financial year ended 31st March 2015.
PARTICULARS OF EMPLOYEES
Sun TV Network Limited had 2005 employees as on 31st March 2015 (previously 2032). In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required information is annexed and forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.
INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
(A) CONSERVATION OF ENERGY
The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under Section 134 (3)(m) does not arise.
(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.
CONSOLIDATED FINANCIAL STATEMENTS
As required by Accounting Standard – AS 21 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Company's subsidiary South Asia FM Limited pursuant to the strategic alliance with Red FM.
CEO / CFO CERTIFICATION
The Managing Director & Chief Executive Officer and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49(IX) of the Listing Agreement, which forms part of the report.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co–operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business.
Your Directors thank and express their gratitude for the support and co–operation received from the Central and State Governments – mainly the Ministry of Information and Broadcasting and the Department of Telecommunication – and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.
On behalf of the Board
Date: May 29, 2015