Raj Television Network Ltd
Directors Reports
TO THE SHAREHOLDERS
Dear Members,
Your directors are pleased to present the Twenty Ninth (29th) Annual Report and Audited
Financial Statements of your Company for the Financial Year ended March 31, 2023.
FINANCIAL SUMMARY AND STATE OF AFFAIRS
FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st March,
2023 is summarized below. The Financial Statements for the year have been prepared in
accordance with the mandatory Accounting Standards (Ind AS).
STANDALONE FINANCIAL SUMMARY
FOR THE FINANCIAL YEAR 2022-2023
(Rs in Thousands)
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Revenue from Operations |
8,47,876.87 |
6,92,603.96 |
| Other Income |
6,610.47 |
3,754.43 |
| Total Revenue |
8,54,487.34 |
6,96,358.39 |
| Less : Total Expenses |
7,90,835.31 |
5,75,665.31 |
| Profit/(Loss) before interest, Depreciation & Amortization and Tax |
63,652.03 |
1,20,693.08 |
| Interest |
30,770.93 |
38,602.33 |
| Profit/(Loss) before Depreciation and Tax (PBDT) |
32,881.10 |
82,090.75 |
| Depreciation & Amortization |
16,367.51 |
68,706.46 |
| Profit/(Loss) Before Tax (PBT) |
16,513.59 |
13,384.29 |
| Provision for taxation |
5,259.04 |
2,521.51 |
| Profit /(Loss) After tax (PAT) for the year |
11,254.55 |
10,862.80 |
| Add: Brought forward from previous year |
2,54,504.25 |
2,43,640.45 |
| Add/Less: Other Comprehensive Income for the year |
0.00 |
0.00 |
| Less: Dividend on equity shares (incl. Taxes) |
0.00 |
0.00 |
| Retained Earnings: |
2,65,758.80 |
2,54,503.25 |
There have been no material changes and commitments that have occurred after close of
the financial year till the date of this report, which affect the financial position of
Raj Television Network Limited (‘the Company' or ‘RAJTV'). Based on the internal
financial control framework and compliance systems established in your Company, the work
performed by Statutory, Internal, Secretarial Auditors and reviews performed by the
management and/or the Audit Committee of the Board, your Board of Directors (‘Board')
is of the opinion that the Company's internal financial controls are adequate and working
effectively during the Financial Year 2022-23.
FINANCIAL HIGHLIGHTS
Your Company's Profits Before Tax for the year ended 31st March, 2023 has
increased by . 3,129.30 Thousands to . 16,513.59 Thousands as compared to .13,384.29
Thousands in the previous year. Your Company has marked an increase in the profits
vis-a-vis increase in the turnover for the Financial Year under review. We hereby bring to
your notice that the total revenue from operations of the Company is increased to .
8,47,876.87/- Thousands as compared to the previous year's revenue which was .
6,92,603.96/- Thousands.
Depreciation:
During the Financial Year 2022-23 most of the Plant & Machinery block of asset's
life got fully depreciated and hence the depreciation for the Financial Year 2022-23 has
declined as compared to the previous Financial Year 2021-22.
Inventory
During the Financial Year under review, the serial stock has been re-grouped under the
Intangible Assets under Intellectual Property Rights as compared to Inventory during the
Financial Year 2021-22.
BUSINESS OVERVIEW
Your Company, one of the largest Television Broadcasters in India operating Satellite
Television Channels across five languages of Tamil, Telugu, Kannada, Malayalam and Hindi
with viewers across the globe and increased viewership of its channels with Channels being
the most watched channel in India. Your Company produces its own content / acquires the
related rights. There is no change in the nature of business of your Company. Your Company
had undergone competitive business environment and changing customer preferences and with
the new regulatory system of Channel Distribution through cable Operators. Further your
company is also exploring various options for raising revenue generation with much focus
on regional market consolidation and exploring various new platforms of revenue
generation.
Your Company, today, is an established Television Company in the Tamil broadcasting
industry in South India. The Network is presently runs 13 Channels and has 13 Channel
licenses in various languages and genre. Your company has own up linking station and
Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as
well as parts of Southeast Asia, and the Middle East.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read along with the Companies
(Accounts) Rules, 2014, your Company has complied with the compliance requirements to the
extent applicable. The details of compliances are enumerated below:
TRANSFER TO RESERVE
During the financial year 2022-23, no amount has been transferred to the General
Reserve.
DIVIDEND
The Board of Directors met on 25th May, 2023 to take account of the full year's
performance and various growth opportunities. The Board of Directors have not declared any
interim dividend on the equity shares during the Financial Year 2022-23 and also has not
proposed declaration of any final dividend on the equity in the forthcoming Annual General
Meeting.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of Business of your Company during the Financial
Year 2022-2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED SINCE THE FINANCIAL YEAR ENDED 31ST MARCH, 2023 TILL THE DATE
OF THIS REPORT
There are no changes or commitments affecting the financial position of your Company
which has occurred from the Financial Year ended 31st March, 2023 till the date
of this report.
DEPOSITS
During the year 2022-2023, your Company has not accepted any deposits either from its
Members or Public falling within the ambit of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding deposits during
and the end of Financial Year under review.
CODE OF BUSINESS CONDUCT AND ETHICS
Your Company has in place the Code of Business Conduct and Ethics for Members of the
Board and senior management personnel (the Code) approved by the Board. The Code is
available on the Company's website at https://www.rajtvnet.in/Raj_Net/Share/Policies.asp
x.
The Code has been communicated to Directors and the senior management personnel. All
the members of the Board and senior management personnel have confirmed compliance with
the Code of Business Conduct and Ethics for the year ended 31st March, 2023. The Annual
Report contains a declaration to this effect signed by Managing Director.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has established the vigil mechanism, which is overseen by the Audit
Committee. The policy provides a formal mechanism for all Directors, employees to report
to the Management, their genuine concerns or grievances about unethical behaviour, actual
or suspected fraud and any violation of the Company's Code of Business and Ethics policy.
The Company has also provided direct access to the Chairperson of the Audit Committee on
reporting issues concerning company. This policy is amended from time to time to bring it
in line with the amendments made to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy is made available on the Company's website at
https://www.rajtvnet.in/Raj_Net/Share/Policies.asp x. .
PREVENTION OF INSIDER TRADING
Your Company has a Code of Internal Procedures and Conduct for regulating, monitoring
and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been
communicated to all the employees of the Company by conducting frequent awareness sessions
and also have ensured to obtain Annual and One time Disclosure from the designated persons
of the Company under SEBI (Prohibition of Insider trading) Regulations, 2015. The Code of
Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by
Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code has been communicated to all the employees at the
time of orientation and adhered to by the Board of Directors, senior management personnel
and the other persons covered under the code. Your Company follows closure of trading
window prior to publication of price sensitive information. Your Company has adopted Fair
Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading
Regulation and the Fair Practices Code are available on the Company's Website.
SHARE CAPITAL
The paid-up Equity share capital of your Company as on 31st March, 2023 is
25,95,66,720/- consisting of 5,19,13,344 Equity Shares of 5/- each.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
Your Company has not granted any loans or guarantees or any security in connection with
any loan to any other body corporate or person covered under the provisions of Section 186
of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
In pursuance to the provisions of Sections 92 (3) read with Section 134(3)(a) of
Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014 the copy of the
extract of Annual Return in the prescribed format is available on the Company's website at
https://www.rajtvnet.in/Raj_Net/Share/Annual_Returns.asp x.
RELATED PARTY TRANSACTIONS
All the related party transactions entered into during the Financial Year were on
‘arm's length' basis and in ordinary course of business in pursuance to the
provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. None of the transactions are in the nature of having any
potential conflict with the interests of the Company at large. During the Financial Year
under review, there were no material contracts or arrangements or transactions not at
arm's length basis and hence the disclosure of RPT in Form AOC-2 is not applicable to the
company and does not form part of this report. All the related party transactions are
approved /reviewed by the Audit Committee and taken note by the Board. The details of
transactions with related parties are provided in the Financial Statements. The policy on
Related Party Transactions as approved by the Board is posted on the Company's website
https://www.rajtvnet.in/Raj_Net/Share/Policies.aspx .
RISK MANAGEMENT
Pursuant to the Regulations of SEBI (LODR) Regulations, 2015 your Company has
well-defined operational processes to ensure that risks are identified, and the operating
management is responsible for identifying and implementing mitigation plans for
operational and process risks. Key strategic and business risks are identified and managed
by senior management team. Your Company continues to strengthen its robust Risk Management
Framework and the same was reviewed by the Audit Committee periodically. The Committee
meets for focused interaction with business, identifying and prioritizing strategic,
operational risk and formulating appropriate mitigation strategies and conducting frequent
review of the progress on the management of the identified risk. Your company believes
that managing risk helps in maximizing return. Your company's approach in addressing
business risks includes periodical review of such risks and thereby mitigating it
effectively. The risk management framework is reviewed periodically by the Board and the
Audit Committee.
INSOLVENCY BANKRUPTCY PROCEEDINGS PENDING IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
M/s. Thaicom Public company limited (Thailand based company) has received award from
Foreign Arbitration for US$ 9,54,825.24 in the matter of Transponder hire charges contract
entered with the company and has filed petition under section 8 of Insolvency and
Bankruptcy code 2016 and the matter being sub judice, NCLT Chennai Bench is considering
the matter.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No complaints were received during the
year 2022-23. No. of complaints received in the year: Nil No. of complaints disposed-off
during the year: Nil No. of cases pending for more than 90 days: Nil Nature of action
taken by the employer or District Officer: Nil
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with applicable secretarial standards issued by the Institute
of Company Secretaries of India (ICSI).
LISTING OF SHARES WITH THE STOCK EXCHANGES
Your Company's shares are listed on the National Stock Exchange (NSE) with symbol
“RAJTV” and Bombay Stock Exchange (BSE) with Scrip Code “532826” and
ISIN: INE952H01027.
Your Company confirms that it has paid the Annual Listing Fees for the Financial Year
2023-24 to the Stock Exchanges where the Company's shares are listed.
REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND RESEARCH AND
DEVELOPMENT
Information relating to the energy conservation, technology absorption, Foreign
exchange earned and spent and research and development activities undertaken by your
Company in accordance with the provisions of Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 are given in Annexure- C to the Board's Report.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR
There are no Companies which have become or ceased to be the subsidiaries, Joint
Ventures or Associate Companies of your Company during the year under review.
CONSOLIDATED ACCOUNTS
Your Company does not have any Subsidiary/ Joint Venture/ Associate Company as on 31st
March, 2023 and hence the requirement of Consolidated Accounts is not applicable to your
Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF YOUR COMPANY
There are no significant or material orders passed by the regulators or courts or
tribunals, which would have impact the going concern status of your Company and its future
operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company hereby confirms that 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
BOARD DIVERSITY
Your Company recognizes that a Board of diverse and inclusive culture is integral to
its success. Ethnicity, age and gender diversity are areas of strategic focus to the
composition of our Board. The Board considers that its diversity, including gender
diversity, is a vital asset to the business. The Board has adopted the Board Diversity
policy.
INDEPENDENT DIRECTORS
All Independent Directors hold office for a fixed period of five years and are not
liable to retire by rotation. Your Company has received declarations form all the
Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms
of appointment of Independent Directors are available on the Company's website
www.rajtvnet.in. During the year Mr. Ayyavumadurar Kaliyamurthy, an Independent Director
resigned, before the expiry of his term, from the Board of Directors of your Company with
effect from March 20th, 2023.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 20th March, 2023 during the
Financial Year 2022-23. The Independent Directors actively participated and provided
guidance to the Company in all its spheres.
RETIREMENT BY ROTATION
Mrs Raveendran Vijayalakshmi, (DIN: 00716224) the Non-Executive Non-Independent Woman
Director, retires by rotation at the ensuing Annual General Meeting of the Company under
Section 152 of the Companies Act, 2013 and being eligible offers herself for
re-appointment.
WOMAN DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company is
required to have a Woman director on its Board. Mrs. Raveendran Vijayalakshmi was
appointed as a Non-executive Non-Independent Woman Director of the Company with effect
from 30th September, 2015. Pursuant to the provisions of Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 listed
entities were required to appoint an Independent Woman Director by April 1, 2020. Though
your Company was not in the list of top 1000 listed entities as on 31st March,
2020, following good corporate governance, the Board at their meeting held on 12th
November, 2021 appointed Mrs. Sridhar Bharathi, as the Independent Woman Director, which
was subsequently approved by the shareholders of the Company at the 28th Annual
General Meeting held on 30th September, 2022.
KEY MANAGERIAL PERSONNEL
In terms of Section 2(51) and 203 of the Companies Act, 2013 Mr. Raajhendhran M,
Managing Director, Mr. Rajaratnam M, Wholetime Director, Mr. Ravindran M, Wholetime
Director, Mr. Ragunathan M
Whole-time Director, Mr. S Jeyaseelan, Chief Financial Officer and Ms. Namratha K,
Company Secretary are the Key Managerial Personnel of your Company as on 31st
March, 2023. During the year Mr. Joseph Cheriyan (FCS 9586), Company Secretary and
Compliance Officer resigned from his post with effect from 24th March, 2023.
The Board placed on record its deep appreciation for his valuable contribution and
guidance to the Board during his tenure with the Company. During the year Ms. Namratha K
(ACS 67271), a member of the Institute of Company Secretaries of India was appointed as a
Company Secretary and Compliance Officer of the Company on the recommendation of the
Nomination and Remuneration Committee with effect from 24th March, 2023.
BOARD EVALUATION & FAMILIARISATION PROGRAMME
Having a formalized Board evaluation give Board Members an opportunity of assessing
their own performance and bring out the importance of the contribution of individual
directors. It is a mechanism by which Board members candidly reflect on how well the Board
is meeting its responsibilities. The Board of Directors has carried out an annual
evaluation of its own performance, Board Committees and individual Directors pursuant to
the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. With the objective of
evaluating the performance of Directors, Nomination and Remuneration Committee has
formulated a structured questionnaire after taking into consideration the various aspects
viz., composition of the Board and its committees, Board's function, its culture, quality
and timely flow of information, frequency of meetings, execution and performance of
specific duties, obligations and governance. Board has carried out an annual performance
evaluation of its own performance, the performance of various committees of the Board,
Individual Directors and the Chairman based on adopted questionnaire. A note on the
familiarizing programme adopted by your Company for the orientation and training of the
Directors and the manner in which the Board evaluation process undertaken in compliance
with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report
which forms part of this Report.
Further, the Independent Directors of your Company met on 20th March, 2022 to review
the performance of the Non-independent Directors, Chairman of the Company and access to
the access, quality, quantity and timeliness of flow of information between the Company's
management and the Board to effectively perform their duties. The details of
familiarization program conducted for Independent Directors of your Company are available
on your Company's website www.rajtvnet.in . The Independent Directors of your Company, in
a separate meeting held 20th March 2023, without presence of other Directors and
management evaluated performance of the Chairman, Managing Director and other
Non-Independent Directors along with performance of the Board/Board Committees based on
various criteria recommended by Nomination & Remuneration Committee. A report on such
evaluation done by Independent Directors was taken on record by the Board and further your
Board, in compliance with requirements of Companies Act, 2013, evaluated performance of
all Independent Directors based on various parameters including attendance, contribution
etc.
NUMBER OF BOARD AND COMMITTEE MEETINGS
The Board and the Committees of Board meet at regular intervals to discuss and decide
on your Company's business policy and strategies. There were five (5) Board Meetings held
during the Financial Year under review. The details of the Board and Committee Meetings
are given in the Corporate Governance Report. The intervening gap between two meetings did
not exceed 120 days and was within the period as prescribed under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has adequate internal financial controls and processes for orderly and
efficient conduct of the business including safeguarding of assets, prevention and
detection of frauds and errors, ensuring accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control system periodically and at the end of each
financial year and provides guidance for strengthening of such controls wherever
necessary.
COMMITTEES OF THE BOARD
In compliance with the requirements of Companies Act, 2013 and Listing Regulations your
Board has constituted various Board Committees including Audit Committee, Nomination &
Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee.
Details of the constitution of these Committees, which are in accordance with regulatory
requirements, have been uploaded on the website of the Company at
https://www.rajtvnet.in/Raj_Net/Share/BoardofDirectors.aspx. Details of scope,
constitution, terms of reference, number of meetings held during the year under review
along with attendance of Committee members therein forms part of the Corporate Governance
Report annexed to this report.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of your Company reviewed the composition of
the Board, to ensure that there is an appropriate mix of abilities, experience and
diversity to serve the interests of the shareholders of the Company. In accordance to
Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated
to govern the terms of nomination, appointment and remuneration of Directors, Key
Managerial and Senior Management Personnel of your Company. The Policy ensures that
(a) the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run your Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of your Company and its goals.
The Policy has been approved by the Nomination and Remuneration Committee and the
Board. The Nomination and Remuneration Policy is amended from time to time to make it in
line with the amendments to SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015. The document as approved by the Board is available on the Company's
Website at https://www.rajtvnet.in/Raj_Net/Share/Policies.aspx .
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Corporate Social Responsibility (CSR) activities are a part of the system of your
Company. Your Company is engaged in the CSR initiative activities for the development of
the society esp., in the field of education, health and hygiene. The provisions of Section
135 and Schedule VII of the Companies Act, 2013 became applicable from 01st
April, 2019 and thereafter your Company constituted a CSR Committee. The brief outline of
the CSR policy approved by the Board is available on the Company's website at
https://www.rajtvnet.in/Raj_Net/Share/Policies.aspx. Your Company does not fall under the
purview of the provisions of Section 135 of Companies Act, 2013 and the Rules framed
thereunder with effect from 01st April, 2022. Your Company does not have any
unspent CSR amount pertaining to the previous three Financials Years immediately preceding
the Financial Year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of the employees covered by the provisions of Section 197 (12) of
Companies Act, 2013 and the rules framed there under forms part of this report. However,
as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being
sent to all the members excluding this statement. This will be made available for
inspection through email on receiving request from the member.
AUDITORS AND AUDITORS' REPORT
I. STATUTORY AUDITORS
M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the
Statutory Auditors of your Company at the 28th Annual General Meeting of the
Company held on 30th September, 2022 for a further period of five (5) years to
hold office up to the conclusion of 33rd Annual General Meeting. In terms of
the notifications issued by the Ministry of Corporate Affairs (MCA) dated 07th
May, 2018, the requirement of obtaining the shareholder's ratification every year has been
done away with and requires only the Board approval. Accordingly, the Board of Directors
of your Company at its meeting held on 30th May, 2022 approved their
appointment to audit the Financial Statements of your Company for the Financial Year
2022-23. There are no qualifications or observations or any adverse remarks made by the
Statutory Auditors in their Report on the Financial Statements for the Financial Year
2022-23.
II. COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 and list issued by CETA, companies involved
in Telecommunication are covered under the ambit of mandatory cost audits under the
specified Central Excise Tariff Act from the Financial Years commencing on or after 01st
April, 2015.
M/s S Subashini & Co., Cost Accountants, Chennai (having Firm Registration Number:
100482 and membership number 22904) was appointed as the Cost Auditors of your Company to
carry out Audit of Cost Records of the Company for Financial Year 2023-24. Pursuant to the
provisions of Companies Act, 2013 the remuneration payable to the Cost Auditors is
required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a resolution seeking the Member's ratification for the remuneration payable
to M/s S Subhashini & Co., Cost Accountants is included in item No. 4 of the Notice
convening this Annual General Meeting.
III. INTERNAL AUDITORS
M/s Parthasarathy P & Co, Chartered Accountants, Firm Registration Number: 021599S
were appointed as the Internal Auditors of your Company for the Financial Year 2022-23 by
the Board of Directors of your Company at its meeting held on 30th May, 2022.
IV. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. V Nagarajan &
Co., Practicing Company Secretary, Chennai, were appointed as the Secretarial Auditors of
your Company and carried out the Secretarial Audit for the financial year 2022-23 by the
Board of Directors of your Company at its meeting held on 30th May, 2022. The
Secretarial Audit Report is forming part of this Annual Report as Annexure- B and does not
contain any qualifications or observations. Based on the recommendation of Audit
Committee, the Board of Directors at their meeting held on 25th May, 2023 appointed M/s. V
Nagarajan & Co., Chennai as the Secretarial Auditors of your Company for the Financial
Year 2023-24.
DETAILS OF FRAUDS REPORTED BY AUDITORS
During the Financial Year under review, neither the Statutory Auditors/Secretarial
Auditors nor Cost Auditors has reported any instances of fraud committed against the
Company by any of its officers or employees, as specified under Section 143(12) of
Companies Act, 2013 and Rules made there under.
CREDIT RATING
Your Company has applied for availing the credit rating for its debt from Brickworks
Rating Agency and the same is yet to be rated by the agency.
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TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs.2,69,916.00/-
being Unclaimed and Unpaid Final Dividend pertaining to the Financial Year 2014-15 (final
dividend payment), had been transferred during the year to the Investor Education and
Protection Fund established by the Central Government.
The Unclaimed and Unpaid Dividend pertaining to the Final Dividend declared for the
Financial Year 2015-16 which was transferred to the Unclaimed and Unpaid Dividend Account
on 05th November, 2016 shall be bound to be transferred to the Investor
Education and Protection Fund (IEPF) on 04th November, 2023. The Company has
sent the notices to all the shareholders who have not claimed their dividend and advised
them to claim their unclaimed dividend on or before 31st October, 2023 to avoid
transfer of the unclaimed and unpaid dividend along with their corresponding shares to the
Investor Education and Protection Fund (IEPF) Authority Account established by the Central
Government.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Your Company's policy on Director's appointment and remuneration is to have an
appropriate mix of Executive, Non-executive and Independent Directors to maintain the
independence of the Board and separate its functions of governance and management. The
policy includes the criteria for determining qualifications, positive attributes,
independence of a director and other matters provided in Section 178(3) of the Companies
Act, 2013 is available at the Company's website www.rajtvnet.in.
Further, information about elements of remuneration package of individual directors is
provided in the extract of Annual Return. Your Company ‘Raj Television Network
Limited' (“Company”) is a Television Broadcasting Company, operating News,
Non-news, and Current Affairs Channels, under the License from Ministry of Information and
Broadcasting and are governed by guidelines and instructions of Ministry of Information
and Broadcasting. The License requirements, before appointment of any person to the Board,
our company is obligated to obtain prior clearance from the Ministry of Home Affairs, New
Delhi and from the Ministry of Information and Broadcasting, New Delhi as required in term
of Clause 5.10 of the “Guidelines for up-linking of News and Current affairs TV
Channels from India” and in term of Clause 5.11 of the “Policy Guidelines for
Downlinking of Television Channels”.
The change in the Board and Key Managerial Personnel for the Financial Year 2022-23 are
as follows:
Resignation a. Mr. Ayyavumadurar Kaliyamurthy (DIN: 08264539), Independent Director of
your Company had resigned from the said position with effect from 20th March,
2023 citing his personal reasons and other professional commitments. The Board took note
of the said resignation at its meeting held on 24th March, 2023. b. Mr. Joseph
Cheiran (FCS: 9586), the Company Secretary and Compliance Officer of your Company had
resigned from the said position, citing his personal reasons as on 14th
February, 2023. The Board took note of the resignation and approved the same at it's
meeting held on 24th March, 2023.
Appointment
Ms. Namratha K (ACS 67271) was appointed as the Company Secretary and Compliance
Officer of the Company with effect from 24th March, 2023.
DECLARATION FROM INDEPENDENT DIRECTORS ON AN ANNUAL BASIS
Your Company has received necessary declaration from each Independent Directors of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149(6).
SHAREHOLDING OF DIRECTORS/PROMOTERS AND PROMOTER GROUP:
The Managing Director and other whole time Directors along with their spouse and
dependent children constituting promoters and Promoter group hold more than two percent of
the equity share of the Company in their individual capacity. Independent Directors do not
hold any share in the Company.
PLEDGING OF THE SHARES BY THE PROMOTERS
As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the
Promoters, promoter Group and the persons acting in concert representing Promoters and
promoter Group has pledged shares as on 31st March, 2023 and the number of
shares pledged is 2,00,000 shares by Mr. Ravindran M, Promoter & Shareholder.
PARTICULARS OF EMPLOYEES
Raj Television Network Limited had 246 employees as on March 31, 2023. The percentage
increase in remuneration, ratio of remuneration of each Director and key managerial
personnel (KMP) (as required under the Companies Act, 2013) to the median of employee's
remuneration and the list of top 10 employees in terms of remuneration drawn, as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report.
However, as per the provisions of Section 136(1) of the Companies Act, 2013, the
Integrated Annual Report is being sent to all the Shareholders of the Company excluding
the aforesaid information. The said information is available for inspection by shareholder
through electronic mode on a written request.
DISCLOSURE ON MAINTENANCE OF COST RECORDS
As per the provisions of Section 148 of the Companies Act, 2013 read along with the
Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost
records and accordingly, such accounts and records are maintained by the Company.
MD & CFO CERTIFICATION
The Managing Director and the Chief Financial Officer have submitted a certificate to
the Board regarding the financial statements and other matters pursuant to the provisions
of Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Managing Director has confirmed the Code of Conduct as envisaged in Listing
Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, an independent professional has given a Certificate on
Corporate Governance Compliance and a Certificate stating that none of the Directors are
disqualified, which forms part of the report.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and
Corporate Governance reports are made part of this Annual Report. A Certificate from the
Practising Company Secretary regarding compliance of the conditions of Corporate
Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is forming part of the Annual Report.
FUTURE PROJECTS
Your company undertakes several production projects with the right mix of self-produced
and outsourced productions, to mitigate financial risk and obtain large revenues. With
self-produced content, the company gets complete right over the content, and can build its
own intellectual property base. Your company plans to have more in-house media contents in
Tamil language in various genres. Your company has an advantage of being a mass channel
with its extensive line up of attractive programming to cater the entire family. The
channels of the network reach a wide variety of audiences as it satisfies people of all
ages. The Channel offers a right mix of movies, serials, debates, cultural, educational,
cookery, handicrafts and religious programmes satisfying the needs of the entire community
ranging from Urban to the rural audience.
CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION
During the year under review, there were no alterations made to the Memorandum and
Articles of Association of your Company.
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED
INSTITUTIONS AS SPECIFIED IN REGULATION 32
Your Company has not raised any funds through preferential allotment or qualified
institutions during the Financial Year under review.
DISCLOSURE OF AGREEMENTS BINDING YOUR COMPANY
Your Company has not entered into any such agreements impacting the management or
control or imposing any restriction or creating any liability upon your Company.
DIRECTOR'S REPONSIBILITY STATEMENT
Board is of the opinion that the internal financial controls and compliance systems
established and maintained by the Company with reference to the Financial Statements for
the Financial Year ended 31st March, 2023 were adequate and effective during
the Financial Year under review. The Financial Statements of your Company are prepared in
accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133
of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendment rules issued thereafter.
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors to the
best of their knowledge hereby confirms that: in the preparation of the annual accounts,
the applicable accounting standards have been followed and there are no material
departures; they have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company at the end of the financial year and of
the profit of the Company for that period; they have taken proper and sufficient care
towards the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; they have prepared the annual accounts for
the Financial Year ended 31st March, 2023 on a going concern basis; they have
laid down internal financial controls, which are adequate and are operating effectively;
they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
ACKNOWLEDGEMENT
We place on record our appreciation for the contributions made by all our employees at
all levels.
We also express our gratitude and record our appreciation for the assistance and
co-operation received from all our clients, business partners, bankers, auditors,
professionals during the Financial Year 2022-23. We also thank our shareholders for your
continued confidence and trust in your Company
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For and on behalf of the Board |
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|
-Sd- |
-Sd- |
| Place: Chennai |
M Raajhendhran |
M Ravindran |
| Date: 14.08.2023 |
Managing Director |
Whole-time Director |
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DIN: 00821144 |
DIN: 00662830 |
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