next mediaworks ltd share price Directors report

Dear Members,

Your Directors are pleased to present their Forty Second report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2023.

FINANCIAL RESULTS

Your Companys performance during the financial year ended on March 31, 2023, along with previous years figures is summarized below:

(H in Lacs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Revenue	-	7	4,087	3,022
Earnings before finance cost, tax, depreciation and amortization (EBITDA) before exceptional items	(100)	(100)	316	(552)
Less: Depreciation	-	-	887	931
Less: Finance Cost	227	152	1,862	1,589
Exceptional Items (Loss)	(1,397)	-	-	-
Profit/(Loss) before tax	(1,724)	(252)	(2,433)	(3,072)
Less: Tax Expense
- Current Tax expense	7	-	-	3
- Current Tax pertaining to previous year	-	-	4	-
Total tax expense	7	-	4	3
Profit/ (Loss) for the year	(1,731)	(252)	(2,437)	(3,075)
Add: Other Comprehensive Income (net of tax)	-	-	(17)	25
Total Comprehensive Income/ (Loss) for the year (net of tax)	(1,731)	(252)	(2,454)	(3,050)
Opening balance in Retained Earnings	(15,142)	(14,890)	(20,446)	(18,757)
Add: Profit/ (Loss) for the year	(1,731)	(252)	(1,415)	(1,702)
- Re-measurements of defined benefit plans (net of tax)	-	-	(9)	13
Total Retained Earnings	(16,873)	(15,142)	(21,870)	(20,446)

DIVIDEND

Your Director(s) have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

Your Company is the holding company of Next Radio Limited ("NRL"). NRL is engaged in the business of FM Radio broadcasting. It was among the first private players to venture into private FM broadcasting and runs the "Radio One" channel in top 7 cities of the country namely Delhi, Mumbai, Chennai, Kolkata, Bengaluru, Pune and Ahmedabad. NRL operates under the frequency 94.3 MHz in all the cities, except Ahmedabad where it operates under 95 MHz frequency.

A detailed analysis and insight into the financial performance and operations of your Company and NRL for the year under review and future outlook, is appearing under the Management Discussion and Analysis section, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of managements response to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk Management Policy of the Company, including identification of various elements of risk, is appearing under the Management Discussion and Analysis Report.

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SUBSIDIARY COMPANIES

As on March 31, 2023, your Company has one subsidiary company namely, Next Radio Limited (NRL). NRL is the material subsidiary of the Company. Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"), during the year under review.

During the year under review, Syngience Broadcast Ahmedabad Limited (SBAL) (wholly owned subsidiary of NRL) amalgamated with NRL.

In terms of the applicable provisions of Section 136 of the Act, the Financial Statements of subsidiary companies for the financial year ended on March 31, 2023 are available for inspection at Companys website at http://www. nextmediaworks.com/subsidiaries/NRL-FINANCIALS- FY-22-23.pdf

The contribution of subsidiary company to the overall performance of your Company is outlined in note no. 35B of the Consolidated Financial Statements for the financial year ended March 31, 2023.

No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2023.

A report on the performance and financial position of the subsidiary company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here. The Policy for determining Material Subsidiary(ies), is available on the Companys website at https://nextmediaworks.com/Material-Subsidiary-NMW.pdf.

Amalgamation of subsidiary companies

The Scheme of Amalgamation u/s 230-232 of the Act which provides for amalgamation of Syngience Broadcast Ahmedabad Limited (SBAL) (wholly owned subsidiary of NRL) with NRL ("Scheme"), was sanctioned by the Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order delivered on June 10, 2022 ("Order"), with appointed date as April 1, 2021. The certified true copy of the Order was received on July 18, 2022. As per the Order, the Scheme became effective on July 20, 2022 i.e. upon filing of the copy of the Order with the Registrar of Companies, NCT of Mumbai.

The transaction as per the Scheme of Amalgamation is in the nature of business acquisition under Common Control as defined under Ind AS 103 "Business Combinations". Accordingly, the Scheme has been given effect from April 1,

2021 i.e. acquisition date under common control business combination accounting.

There is no impact on Capital Reserve as on April 1, 2021 since net assets including reserves of SBAL are equivalent to amount of investment by NRL in SBAL being de-recognised. Further, there is no impact of the comparative period numbers since SBAL being wholly owned subsidiary of NRL.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2023, the Board comprised of six (6) Non- Executive Directors out of which three (3) are Independent Directors. The Chairman of the Board is Non-Executive Director. The Company also has one (1) Woman Director (Independent) on the Board.

Directors Appointments:

Mr. Lloyd Mathias (DIN: 02879668) was appointed as an Additional Director (Independent) w.e.f. December 28, 2021 by the Board of Directors. The Members of the Company at their 41st Annual General Meeting ("AGM"), considered and accorded their approval for the appointment of Mr. Lloyd Mathias as Independent Director of the Company.

Mr. Sandeep Rao (DIN: 08711910) was appointed as an Additional Director (Non-Executive) w.e.f. June 01, 2022 by the Board of Directors. The Members of the Company at their 41st AGM, considered and accorded their approval for the appointment of Mr. Sandeep Rao as Non-Executive Director of the Company.

Proposed Re-appointments:

The present tenure of Ms. Suchitra Rajendra (DIN: 07962214) and Mr. Sameer Singh (DIN: 08138465) will come to an end on March 31, 2024, keeping in view of their knowledge, acumen, expertise, experience, positive attributes, substantial contribution and performance evaluation during their current tenure, the Nomination and Remuneration Committee (‘NRC) and Board of Directors (‘Board) recommend their re- appointment as Independent Director(s) for a second term of 5 (five) consecutive years commencing from April 1, 2024 to March 31, 2029 (not liable to retire by rotation) for approval of the Members by means of Special Resolution, at the ensuing AGM.

The NRC and Board is of the opinion that they possess the requisite integrity, knowledge, experience, expertise and proficiency to contribute to the growth of the Company.

Further, the NRC and Board of Directors considers that their continued association would be of immense benefit to the Company and it is desirable to avail services of Ms. Rajendra and Mr. Singh as Independent Director.

The Company has also received consent from them along with other relevant disclosures including declarations that they are not disqualified to act as Director in terms of provisions of the Act and that they meet the criteria of independence as provided under the Act and rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Company has received a Notice from a Member in writing under Section 160 of the Act proposing their candidature for the office of Director.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) with respect to proposed re- appointment of Independent Directors are given in the Notice of ensuing AGM, forming part of the Annual Report.

Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Act, Mr. Samudra Bhattacharya (DIN: 02797819) retires by rotation at the ensuing AGM and being eligible, offers himself for re- appointment. The Board recommends re-appointment of Mr. Samudra Bhattacharya, for approval of the Members at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) with respect to proposed re- appointment of Director retiring by rotation are given in the Notice of ensuing AGM, forming part of the Annual Report.

Cessation:

During the year under review, Mr. Dinesh Mittal, Non-Executive Director (00105769) resigned from the Directorship of the Company w.e.f. May 31, 2022 (closing business hours). The Directors placed on record their sincere appreciation for the stellar contributions made by him as a Member of the Board.

Independent Directors Declaration:

The Independent Directors of the Company have confirmed the following:

1. they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations.
3. they have registered themselves on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and
4. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders expectations. This is aimed at enhancing the organizations brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Companys ‘Code of Conduct.

Board Diversity:

Your Company recognizes that Board diversity is a pre- requisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including a Woman Director.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company are Mr. Ramesh Menon, Chief Executive Officer, Mr. Amit Madaan, Chief Financial Officer and Mr. Harshit Gupta, Company Secretary. During the year under review, following changes took place in the positions of KMP of the Company:

Appointments:

On the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Ajit Dheer as the Chief Executive Officer of the Company w.e.f. April 14, 2022.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Amit Madaan as the Chief Financial Officer of the Company w.e.f. August 02, 2022.

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Cessations:

Mr. Ramesh Menon resigned from the position of Chief Executive Officer of the Company w.e.f. April 13, 2022. The Directors placed on record their appreciation for the contributions made by Mr. Ramesh Menon during his tenure as Chief Executive Officer of the Company.

Mr. Anup Sharma resigned from the position of Chief Financial Officer of the Company w.e.f. June 24, 2022. The Directors placed on record their appreciation for the contributions made by Mr. Anup Sharma during his tenure as Chief Financial Officer of the Company.

Further, after March 31, 2023, on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Ramesh Menon as the Chief Executive Officer of the Company w.e.f. April 17, 2023 upon cessation of Mr. Ajit Dheer as the Chief Executive Officer effective April 17, 2023. The Board placed on record its appreciation for the invaluable services rendered by Mr. Ajit Dheer as the Chief Executive Officer of the Company.

PERFORMANCE EVALUATION

In line with the requirements under the Act and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Chairperson and Directors.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee); Directors and the Chairperson.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of companys business/ activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and Board of Directors at their

respective meetings. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

Separate meeting of Independent Directors was also held to:

• Review the performance of the Non – Independent Directors and the Board as a whole.
• Review the performance of the Chairman of the Company considering the views of the other Directors of the Company.
• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDITORS

Statutory Auditor

B S R and Associates, Chartered Accountants (Firm Registration No. 128901W) (BSR) were appointed as Statutory Auditor of the Company, for a term of five (5) consecutive years, at the Annual General Meeting held on September 12, 2019.

The Auditors Report of BSR on Standalone and Consolidated Annual Financial Statements for the financial year ended on March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors appointed M/s. RMG & Associates, Company Secretaries (RMG) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended on March 31, 2023. The Secretarial Audit Report of the Company for FY-23 is annexed herewith as "Annexure - A" and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary viz. NRL for FY-23, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by RMG. The Secretarial Audit Report of NRL is annexed herewith as "Annexure - B" and does not contain any qualification, reservation, adverse remark or disclaimer.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for the purpose of review and approval. During the year, the Company entered into contract / arrangement /transaction with NRL, related party w.r.t extension of existing Inter Corporate Deposit (ICD) granted by NRL to the Company and availing of additional ICD, which is material in accordance with the Companys ‘Policy on Materiality of and dealing with Related Party Transactions (‘Policy) and accordingly, the disclosure of related party transactions in Form AOC-2 is annexed herewith as "Annexure - C". During the period under review, the Policy was revised by the Board of Directors on the basis of the recommendations of the Audit Committee. The aforesaid Policy is available on the Companys website at http://www. nextmediaworks.com/RPT-Policy-of-NMW.pdf.

Reference of the Members is invited to Note no. 23 of the Standalone Annual Financial Statements, which set out the related party disclosures as per Ind AS-24.

Further, the Company also sought approval of its Shareholders via postal ballot for the following Material Related Party Transactions between the subsidiary company and its related parties pursuant to the requirements of the SEBI Listing Regulations:

1. Approval of Material Related Party Transactions between NRL and HT Media Limited for the Financial Year 2022- 23, 2023-24 and 2024-25.
2. Approval of remuneration payable by NRL to its Chief Executive Officer for the Financial Year 2022-23, 2023-24 and 2024-25, being a Material Related Party Transaction.

The shareholders approved the aforesaid resolutions on June 17, 2022.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;
3. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023.
4. proper and sufficient care have been taken for 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;
5. the annual accounts have been prepared on a going concern basis;
6. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and
7. systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowing and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in note no. 2 to the Annual Standalone Financial Statements.

Board Meetings: Yearly calendar of Board meetings was prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2023, the Board met four times on May 24, 2022, August 02, 2022, November 01, 2022 and February 10, 2023. For further details of these meetings, Members may please refer ‘Report on Corporate Governance which forms part of the Annual Report.

Committees of the Board: At present, four standing Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Banking & Finance Committee. During the year under review, recommendations of the aforesaid Committees were accepted by the Board. For further details of the Committees of the Board, Members may please refer ‘Report on Corporate Governance which forms part of the Annual Report.

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Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, KMPs & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website at http://www.nextmediaworks. com/NMW-Revised-Remuneration-Policy-Final.pdf. The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosure(s) in relation thereto. Further, there was no change in the Remuneration Policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder, and SEBI Listing Regulations, is addressed in the Companys "Whistle Blower Policy". In terms of the Policy, Directors/ employees/ stakeholders of the Company may report concerns about unethical behavior, actual or suspected fraud or any violation of the Companys Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The said policy is available on the Companys website at http://www.nextmediaworks.com/3.NMW- Details-of-establishment-of-Vigil-Mechanism-Whistle- Blower-Policy.pdf

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to investor.communication@radioone.in

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure - D".

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-23, is available on the website of the Company at http:// www.nextmediaworks.com/financials.php

Conservation of energy, technology absorption and foreign exchange earnings & outgo: Nil

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

No material changes/commitments have occurred after the end of financial year 2022-23 and till the date of this report, which affect the financial position of your Company.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of the Annual Report. The certificate issued by RMG confirming the compliance of conditions of corporate governance, is annexed herewith as "Annexure - E".

SECRETARIAL STANDARDS

During the year under review, applicable provisions of Secretarial Standards i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee ("IC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys policy in this regard, is available on the employees intranet. The Company conducts regular classroom training sessions for employees and Members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls

laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company has instituted an online compliance management tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no Deposits accepted by the Company under Chapter V of the Act.
2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.
3. There was no change in the share capital of the Company.
4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.
5. The Company does not have any Employee Stock Option Scheme.
6. The Company has not made any private placement of shares or fully or partially or optionally convertible debentures during the year.
7. The Company has not made any preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations during the year.
8. The Company has not transferred any amount to the General Reserve.
9. The provisions relating to Corporate Social Responsibility (CSR), enshrined under Section 135 of the Act, were not applicable on the Company.
11. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern status and Companys operations in future.
12. Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.
13. There was no change in the nature of business of the Company.
14. The Company is not required to maintain cost records as per Section 148(1) of the Act.
15. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.
16. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Director(s) place on record their sincere appreciation for the co-operation and support extended by Ministry of Information & Broadcasting and all listeners, advertisers, stakeholders, including various government authorities, shareholders, investors, banks, etc. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Your Director(s) also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

(Praveen Someshwar)

Date: July 25, 2023 Chairman

Place: New Delhi DIN: 01802656