Raj Television Network Ltd Directors Report.

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the company or ‘RAJTV) along with the audited statements, for the financial year ended March 31st , 2019.

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statement (standalone) for the year ended March 31, 2019 as per Indian Accounting Standard (‘IND AS) notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time. The Standalone financial performance of the Company for the financial year ended March 31, 2019 is summarized below:

1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY:

(Rs in Lacs)
Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Revenue from Operations 6220.00 6157.48
Other Income 133.83 182.76
Total Revenue 6353.84 6340.25
Less : Total Expenses 4866.13 5123.69
Profit/(Loss) before interest, Depreciation & Amortization and Tax 1487.70 1216.56
Interest 500.30 543.12
Profit/(Loss) before Depreciation and Tax (PBDT) 987.40 673.44
Depreciation & Amortization 627.12 1201.85
Profit/(Loss) Before Tax (PBT) 360.28 4.01
Provision for taxation 179.21 141.26
Profit /(Loss) After tax (PAT) 539.50 (137.25)
Balance brought forward 1945.11 2082.36
Adjustment of depreciation as per Transition provisions Nil Nil
Amount available for appropriations 2484.61 1945.11
Final Dividend – on Equity Shares - -
Tax on Dividend - -
General Reserve - -
Surplus carried to Balance Sheet 2484.61 1945.11

STANDALONE PERFORMANCE:

On standalone basis, your company reported the revenue from operation and other income was

• Your Company achieved revenue from operations Rs. 6353.84 lakhs as against Rs. 6340.24 lakhs in the P.Y. The Total Expenditure for the period is Rs.5993.55 lakhs as against Rs.6336.23lakhs in the Previous Year.

• The performance of the Company is marginally affected by downfall in advertisement income due to reduction in the viewership rating for the channels due to the change in the rating parameters by new rating agency.

• During the fiscal 2019, your Company achieved a Net Profit of Rs. 539.50 lakhs as compared Net Loss after tax of previous year Rs. 137.25 Lakhs as compared.

2. CAPITAL EXPENDITURE

As on 31st March, 2019, the Fixed Assets stood at Rs.164,27,09,117 lakhs and net fixed assets of Rs.96,40,87,529/- Additions during the year amount to Rs.5,89,25,625/- lakhs. The other Intangible assets stood at Rs.13,48,86,685/-.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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 the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2018-19.

4. DIVIDEND, DIVIDEND DISTRIBUTION POLICY AND TRANSFER TO RESERVE

Your directors are pleased to recommend for the approval of shareholders a final dividend of 2 % (Rs.0.10 (Ten Paisa) per equity shares of face value of Rs. 5/-). The Final dividend if declared shall be distributed to the members within 30 days from the AGM.

The outflow on account of equity dividend and the tax on such dividend distribution, based on current Paid-up Equity Share Capital of the Company would aggregate to Rs.6089643/- resulting in pay-out of 11.28%of the Net Profit After Tax for the Financial year 2018-19.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However since April, 2017 your company has been re-classified its class of scrip by the stock exchanges as small cap and hence this regulation does not apply to the Company. However the Board approved and adopted Dividend Distribution policy is available on the Companys Website: viz., www.rajtvnet.in

5. CREDIT RATING

During the year under review, Brickwork Ratings India Private Ltd had reaffirmed the rating assigned to the Company at ‘BWR BBB- for the companys Bank borrowings,which denotes that the instruments with this rating are considered as having safety regarding timely servicing of financial obligations.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business.

7. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

8. Business Description

Your Company had undergone competitive business environment and changing customer preferences and with the new regulatory system of Channel Distribution through cable Operators. Further the 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 and 3 more licenses are in the pipeline to launch 3 more channels. Your company has own uplinking station and Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as well as parts of South East Asia, and the Middle East.

9. 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. The 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.

There are no significant changes in nature of business during the Financial Year 2018-19.

10. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2019, was Rs.25,95,66,720 consisting of 5,19,13,344 equity shares ofRs.5/ - each fully paid-up. The Company has not issued any shares or any other securities including ADR/GDR/FCCB/ WARRANTS/ BONDS, ESOP during the year.

11. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Company has no Subsidiary, Joint Ventures or Associate Companies and same status is maintained during the F.Y 2018-19.

13. PUBLIC DEPOSITS:

During the year, the Company has neither invited nor accepted any deposits from the public or its employees.

14. BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements / Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Risk Management 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 viz. www.rajtvnet.in . Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act 2013, is annexed to this report

15. CORPORATE GOVERNANCE AND POLICIES

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘Listing Regulations) and applicable provisions of Companies Act, 2013. A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, is attached as part of this report vide Annexure I. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the 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.

17. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: www.rajtvnet.in.

Your Company has always responded in a responsible manner to the growing needs of the society. A number of enriching and enlivening activities that contribute to the community in the areas of health, education, environment and preservation of the countrys rich culture and heritage have been taken up. Annual Report on CSR Activities undertaken by the Company for the Financial Year 2018-19 is annexed with this report vide Annexure III.

18. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

The Board has appointed Mr A. Kaliyamurthy retired IPS officer as an additional director -Non Executive Independent Director to the Board , during the Board meeting held on 29th October , 2018, in compliance to Reg 17 (Reg. 27 (2) of SEBI (LODR), 2015 of the Listing Agreement entered with the stock exchanges.

Board of directors shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty percent of the board of directors shall comprise of non-executive directors.

The composition of the Board of Directors as on March 31, 2019 are given below:

Category of Directors No of directors Percentage to total no of Directors
Executive Director(s) 4 40.%
Woman Director 1 10.%
Non-Executive Independent Directors 5 20.%
Total 9 100%

There is no change in the Board of Directors & Key Managerial Personnel of your company during the financial year 2018-19 except as mentioned above.

In accordance with the provisions of the Act and Articles of Association of the Company Mr. M. Raghunathan, (Holding DIN: 00662769), Whole time Director will be retire at the ensuing Annual General Meeting and beingeligible, seek reappointment. The Board of Directors recommends their re-appointment. Item seeking his re-appointmentalong with his detailed profile has been included in the notice convening the AGM. Your Directors recommend the resolutionfor your Approval.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Reg 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time.

Shri D R Kaarthikeyan& Shri Mohan Kameswaran were appointed as Independent Directors of the Company during the 20th AGM held on 19th September 2014for a period of 5 years. The said period of five yearsends on 18 the September, 2019. Considering the past performance of Shri D R Kaarthikeyan& Shri Mohan Kameswaranas Directors ofthe Company, their consent and necessary disclosures to continue as Independent Directors of the Company and that theycontinue to meet criteria of Independence, the Board of Directors, on August, 10 2019, had approved their re-appointments asIndependent Directors of the Company for the second term from 19th September 2019 to , to September, 18 , 2024, subject to approvalof the shareholders and has recommended their re-appointments for approval of the shareholders in the forthcoming AnnualGeneral Meeting by way of Special Resolutions.

The Company had approved through Postal Ballot the continuation of directorship of Shri A Arjuna Pai and Shri D R Kaarthikeyan , non-executive independent directors of the company, who have attained age of above 75 years, from the effective date of the said Amendment Regulations i.e., April 01, 2019 till the expiry of their present term (18th September 2019 for D R Kaarthikeyan& For Shri A Arjuna Pai up to 30th September 2022). The Boardof Directors on August, 10, 2019 had also approved the reappointment of Shri D R Kaarthikeyanas Independent Director of theCompany for the second term from September, 19, 2019 to 18th September, 2024, who has attained the age of 75 years, subject tothe approval of the shareholders in the forthcoming Annual General Meeting by way of Special Resolution.

19. BOARD MEETINGS:

The Board of Directors met 4 times during this financial year. The Board meeting was on28-05-2018, 10.08.2018,29.10.2018 and 13.02.2019.

20. BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessing their own performance and bringsout the importance of the contributions of individual directors. It is a mechanism by which Board members candidly reflect onhow well the Board is meeting its responsibilities.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees andindividualDirectors pursuant to the provisions of the Companies Act, 2013 and Reg 17 (10) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

With the objective of evaluating the performance of Directors, Nomination and Remuneration Committee has formulated astructured questionnaire after taking into consideration the various aspects viz., composition of the Board and its committees,Boards function, its culture, quality and timely flow of information, frequency of meetings, execution and performance ofspecific duties, obligations and governance.

Board has carried out an annual performance evaluation of its own performance, the performance of various committees ofthe Board, Individual Directors and the Chairman based on adopted questionnaire. A note on the familiarizing programmeadopted by the Company for the orientation and training of the Directors and the manner in which the Board evaluationprocess undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, the Independent Directors of the Company met on May, 28 , 2015 to review the performance of the Nonexecutivedirectors, Chairman of the Company and the access the quality, quantity and timeliness of flow of informationbetween the Company management and the Board to effectively perform their duties. The details of familiarization programconducted for Independent Directors of your Company are available on your Companys website www.rajtvnet.in

The Independent Directors of your Company, in a separate meeting held 28thMay, 2018, 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.

The details about the appointment, re-appointment Independent Directors is annexed with this report vide Annexure

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The 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).

22 .BOARD& AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

23. AUDITORS AND AUDITORS REPORT

I. Statutory Auditors

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board had, subject to approval of the Members at the ensuing Annual General Meeting, approved appointment of M/s. N. Naresh & Co., Chartered Accountants (Firm Registration No. FRN: 011293S) as Statutory Auditors of the Company for the financial year 2018-19. A proposal for appointment of M/s N. Naresh & Co., Chartered Accountants as Statutory Auditors of the Company until conclusion of 28th Annual General Meeting to be held in the year 2022, subject to ratification by Equity Shareholders every year, forms part of the Notice of ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor

The Members has appointed M/s V. Nagarajan & Co., Practising Company Secretary, to conduct Secretarial Audit for the F.Y. 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Cost Audit

In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s S.Subashini& Co, Cost Accountants, (having Firm Registration Number:100482 and membership number 22904) was engaged to carry out Audit of Cost Records of the Company for Financial Year 2018-19. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2018-19 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

IV. Internal Auditors

Shri. Jaganatha Kannan, F.C.A, Chartered Accountant (FRN: 001736S), Chennai, continue to be the Internal Auditors of your company for thefinancial year 2018-19.

24. DISCLOSURES

I. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the period under review, company has no transactions to be reported under the disclosure of Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013.

II. TRANSACTIONS WITH RELATED PARTIES:

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2018-19, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

All related party transactions, specifying the nature, value and terms and conditions of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

III. RISK MANAGEMENT

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. The companys 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.

IV. 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.

V . DEPOSITS& UNCLAIMED DIVIDEND :

Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, no unclaimed dividend declared by the Company due for transfer to Investors Education and Protection FUND

Additionally, in compliance with the requirements of The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)Rules, 2016 (IEPF Rules) as amended, your Company has no Unclaimed Equity Shares to be transferred to the beneficiary account of IEPF Authority.

VI. EXTRACT OF ANNUAL RETURN :

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

VII. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The 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 2018-19.

VIII. REGULATORY ORDERS:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable.

However the information, as applicable, is given hereunder:

1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable. However the information, as applicable, is given hereunder:

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
(ii) the steps taken by the company for utilizing alternate sources of energy
( iii ) the capital investment on energy conservation equipment
b) Technology Absorption:
(i) the efforts made towards technology absorption Your Company uses latest technology and equipments into its Broadcasting business.
(ii) the benefits derived like product improvement, cost reduction,product development or import substitution
(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)- However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

(a) the details of technology imported.

(b) the year of import;

(c) whether the technology been fully absorbed.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

(iv) the expenditure incurred on Research and Development

c) Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Additional Information to the financial statements forming part of Notes on Accounts of the company.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance to environmental friendly and safe operations. The companys policy requiresconduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

26. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organisations engagement scores has improved to highest percentile in the entertainment sector. Your Company had 487 employees as of March 31, 2019and your company provided additional employment opportunity to people and empowered the human resource assets during the year. Requisite disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. However, during the financial year under review, company does not come under the purview of the above said compliance except Managing Director and Whole time Directors of the Company, the disclosure is made in the annexure.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The company had established a mechanism called ‘Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the companys code of conduct and the same is available at the website of the company (www.rajtvnet.in).

The Company has laid down code of conduct for Board of Directors and senior management personnel. Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per SEBI (LODR), 2015 of the Listing Agreement.

28. Disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the annual report.

29. 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.

30. INTERNAL FINANCIAL CONTROL

The company has an established internal control system on the -Financial reporting and this is adequate for the size and nature of our business. The companys Internal Control System is supported by well laid out systems, procedures and policies for each of the functions and these are being followed in the normal course of operations of the Company. The adherence to the established procedures / policies is being audited by firm of Auditors as part of the internal audit. Appropriate actions to correct deviations if any are taken up immediately by the management. The Audit Committee of the Company provides reassurance to the Board on the existence of an effective internal control system in the operations of the Company. The company has established a system of periodic review of the established internal control system and its effectiveness and takes actions for upgrading the same to meet the changing requirements.

31. PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and Takeover) Regulations. 1997, the Promoters, promoter Group and the persons acting in concert representing Promoters and promoter Group has not pledged any shares as at on 31st March 2019.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to NSE & BSE where the Companys Shares are listed.

33. SHARES IN SUSPENSE ACCOUNTS:

As required under Requirements of the Listing Regulations, 464 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2018 shall remain frozen till the rightful owner of such shares claims the shares.

34. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2019 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of thethe Company as at March 31, 2019, and, of the profits/ (Loss) of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

(d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

28.ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all Employees. Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Companys success 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 / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors , Service providers and all our stakeholders. Your directors also place on record their appreciation of the tireless efforts of Team RAJTV, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Chennai Raajhendhran. M Ravindran M
Date: 10th August 2019 Chairman & Managing Director Director