T.V. Today Network Ltd Directors Report.

Your Directors have the pleasure of presenting their Twentieth (20th) Annual Report together with the Audited Financial Statements for the year ended March 31, 2019.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2018-19. The highlights of the standalone and consolidated financial results of the Company for the FY 2018-19 and FY 2017- 18 are as under:

(Rs in Crores)

(Standalone)

(Consolidated)

Year Ended March 31, 2019

Year Ended March 31, 2018

Year Ended March 31, 2019

Year Ended March 31, 2018

Income from operations 710.25 691.16 742.24 720.92
Other income 36.83 23.20 36.38 24.48
Other Gain/ (losses) (net) 0.46 0.23 0.30 0.23
Profit before Exceptional items, 238.22 240.77 236.26 232.34
Finance Costs, Depreciation and Amortization
Finance Costs 0.42 0.78 0.82 3.74
Depreciation and Amortisation 31.41 31.28 31.51 31.43
Profit before exceptional items and tax 206.39 208.71 203.93 197.17
Exceptional Items 4.00 20.78 - 13.78
Profit before tax 202.39 187.93 203.93 183.39
Tax expense 72.49 64.46 72.49 64.46
Net Profit 129.90 123.47 131.44 118.93
Attributable to:
Owners 129.90 123.47 131.44 118.93
Non-controlling interests NA NA - -
Balance amount brought forward 550.03 441.30 268.14 163.92
Amount available for appropriation 679.93 564.77 399.58 282.85
Transactions with Non-controlling interests - - - -
Other comprehensive income for the year 0.40 (0.38) 0.38 (0.35)
Transfer to General Reserve - - - -
Dividend on equity shares for previous year 13.42 11.93 13.42 11.93
Dividend distribution tax on dividend for previous year 2.76 2.43 2.76 2.43
Balance Carried forward 664.15 550.03 383.78 268.14

Note: The above statements and the financial figures given under the head ‘Financial Results are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and other recognized accounting practices and policies, to the extent applicable.

PERFORMANCE

On standalone basis your Companys total income for FY 2018-19 at Rs 747.55 Crores has been higher by 4.61 % over last year (Rs 714.59 Crores in FY 2017-18). Profit before tax has been Rs 202.39 Crores as compared to Rs187.93 Crores in the last year. Profit after tax has been 129.90 Crores as compared to Rs123.47 Crores during the last year.

Your Companys business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel "Aaj Tak", continuing improvement in viewership of English news channel "India Today", and rapidly growing digital business and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 17.3% (15+ NCCS All, HSM, April 1st 2018 – March 31st 2019, Relative Share basis Imp 000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 110 million viewers touching a maximum of 164 million in 2018-19 (15+ NCCS All, HSM, Wk 1418-1319, Coverage).

INDIA TODAY TELEVISION

In the Third quarter (Oct-Dec18) the channel grew with a relative share of 8.9% from the Fourth quarter (Jan19-Mar19) at 13.9%. In Prime time, the channel was the No.3 in Fourth Quarter (Jan19-Mar19) with 15.9% share.

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Taks 15+ NCCS All share is 0.34 (Jan-Mar19) in Delhi market.

In prime time (17:00-26:00) Dilli Aaj Tak has beaten NDTV India / ZEE HINDUSTAN and DD NEWS in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India in the financial year 2018-19. Channel has registered 121% growth in terms of coverage (Source – BARC, 15+, HSM Pre Freedish period (Wk 4618 – Wk 0419) Post Freedish period (Wk0519 – Wk1519)

ISHQ 104.8 FM

Your Company operates radio station under the frequency of 104.8 Ishq FM. The station vows listeners in the top 3 metro cities of Mumbai, Delhi, and Kolkata with their love songs and innovative programming. During the year, we consolidated the Ishq brand on the premise of "70% Less Ads" using our own station strategically and marketing spends on other media to amplify the messaging. Ishq also used in-show integrations on TV Shows like "Internet Waala Love" on the prestigious entertainment brand, ViaCom.

Your radio channel also mastered Celeb Shows with the launch of Season 2 of the very popular "Calling Karan with Karan Johar" and the launch of another unique Celeb show, "What Women Want with Kareena Kapoor Khan". The YT channel of the very young Ishq FM saw a surge in subscription numbers with the videos of "What Women Want".

DIGITAL BUSINESS

Digital media continued to grow at a fast pace. Your Company is live with 20 Mobile tak channels including different genres like News, Hyperlocal News, Sports, Tech, Lifestyle etc. which has masssive reach. The digital operations of your Company also grew by 25.86% during the year.

DIVIDEND

Based on the Companys performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting to 2.25 i.e. @ 45% per equity share of 5/- each fully paid up, for the financial year 2018-19. The final dividend on equity shares, if approved by the members would involve a cash outflow of 16.18 Crores (including Corporate Dividend Tax amounting to 2.76 Crores). Pursuant to Regulation 43A of the Listing Regulations, a Dividend Distribution Policy is available on the Companys Website viz. https://aajtak.intoday.in/investor/ and forms part of the Annual Report as Annexure I.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2019.

SHARE CAPITAL

During the financial year under review, the Company had allotted 7,500 Equity shares under TVTN ESOP Scheme 2006 on May 22, 2018. Post allotment, the issued, subscribed and paid up equity share capital of the Company increased to 29,83,05,575 consisting of 5,96,61,115 Equity Shares of 5/- each.

DEPOSITS

The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDUCTIONS, RE-APPOINTMENT, RETIREMENT & RESIGNATIONS

During the year under review, the shareholders in their meeting held on September 10, 2018 have approved the re-appointment of Mr. Ashok Kapur and Mr. Anil Vig as the Independent Directors of the Company for a further period of 5 years with effect from April 1, 2019.

Pursuant to Regulation 17(1) of the SEBI [Listing Obligations and Disclosure Requirements (Amendment)], Regulations 2018, on the recommendations of the Nomination & Remuneration Committee, the Board of Directors at their meeting held on February 8, 2019 has approved the appointment of Mrs. Neera Malhotra as an Additional Independent Woman Director of the Company to hold office upto the date of the ensuing Annual General Meeting subject to approval of Ministry of Information & Broadcasting ("MIB"). Her appointment would be effective from the date of approval of MIB.

Further, the Company has received requisite notice in writing from a member proposing candidature of Mrs. Neera Malhotra for the office of Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Neera Malhotra as an Independent Director, for the approval by the shareholders of the Company for a term of 5 years effective from the date of receipt of approval of MIB. Mrs. Neera Malhotra is not debarred from appointment pursuant to any order of SEBI or any other authority.

Mr. Vivek Khanna resigned from the position of the Chief Executive Officer of the Company with effect from February 14, 2019, to pursue other professional opportunities.

Pursuant to the provisions of the Companies Act, 2013, Mr. Devajyoti Nirmal Bhattacharya, Non Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Mr. Devajyoti Nirmal Bhattacharya is not debarred from re-appointment pursuant to any order of SEBI or any other authority.

Brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. During the year, the Board, on the recommendation of the Nomination & Remuneration Committee, reviewed and adopted the revised Nomination & Remuneration Policy, effective from November 02, 2018, in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. No major changes were made in the Policy during the year under review.

The said Policy of the Company, inter-alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent. The Policy is available on the website of the Company at https://aajtak.intoday.in/investor/

ANNUAL EVALUATION AND

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and individual director. The questinnaire was prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criterias. The Board of Directors expressed their satisfaction with the evaluation process.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

A note on the familiarisation programme adopted by the Company for training of the Independent Directors, is set out in the Corporate Governance Report which forms a part of this report.

BOARD MEETINGS

The Board met 4 (four) times in the financial year 2018-19. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The, details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2018-19.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2019, the Company has 4 (four) subsidiary companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited. The Company has no material subsidiary in accordance with the Listing Regulations.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is annexed as Annexure II. The statement provide the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company are available on Companys website at https://aajtak.intoday.in/ investor/. Audited accounts of each of its subsidiaries are not being annexed to this report. The audited financial statements of the subsidiary are available for inspection at the Companys registered office and registered office of the subsidiary Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.

No Company has become/ceased to be Associate or Joint Venture during the financial year 2018-19.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year, the Company has transferred the unpaid/unclaimed dividend amounting to 197,529/- to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 10, 2018 (date of last Annual General Meeting) on the website of the Company http://aajtak.intoday.in/investor/.

Further, in terms Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company has transferred 2,986 Equity Shares to the demat account of Investor Education and Protection Fund, details of which are uploaded on the website of the Company http://aajtak.intoday.in/investor/.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed Form for claiming the unpaid dividend / shares from IEPF. The process for claiming the unpaid dividend / shares out of the IEPF is also available on the Companys website at http://aajtak.intoday.in/investor/.

MAJOR EVENTS

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors on December 15, 2017 had approved a Composite Scheme of Arrangement and

Amalgamation of Mail Today Newspapers Private Limited ("Mail Today") and India Today Online Private Limited ("ITOPL") with the Company and their respective shareholders and creditors (hereinafter referred to as the "Scheme"). As informed in our last report, the proposed restructuring would be in the best interest of the restructured companies and their respective shareholders and creditors as the proposed restructuring will yield advantages of generating editorial and business synergies which will result in operational efficiencies due to optimal utilisation of content of the newspaper business by the TV channels.

The Scheme provides for demerger of the newspaper undertaking of Mail Today and its vesting into and with the Company. It also provides for merger of ITOPL with the Company. The Scheme also provides for reduction of share capital of Mail Today and ITOPL.

The Company had filed the first motion application to National Company Law Tribunal ("NCLT") on April 27, 2018 and the Scheme is subject to the approval of National Company Law Tribunal ("NCLT"). Further, as per NCLT Order dated July 2, 2018 read with Order dated July 9, 2018, the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors were held on September 08, 2018. The Equity Shareholders, Secured Creditors and Unsecured Creditors approved the Scheme with requisite majority.

The Company had filed the second motion petition (with respect to the Scheme) with NCLT. Further, the Company had also submitted reply to the requisition letters received from Regional Director, Ministry of Corporate Affairs and Official Liquidator on the Scheme. The matter is currently pending before the NCLT.

PROPOSED SALE OF RADIO BUSINESS

The Board of Directors in its meeting held on March 16, 2018, granted in principle approval for the sale of the Radio Business of the Company to Entertainment Network India Limited (ENIL) as a going concern, by way of slump sale subject to approval of Ministry of Information & Broadcasting ("MIB") and members of the Company. Accordingly, the Company had filed an application dated March 27, 2018 with MIB for seeking approval for proposed sale of Radio Business to ENIL. The approval of the same is awaited from MIB.

Further, in order to have better focused management for the Radio Business, subject to the approval of shareholders and MIB, your Board has granted in-principle approval to segregate the Radio Business by transferring it to Vibgyor Broadcasting Private Limited, a wholly owned subsidiary of the Company. Accordingly, it has been decided to withdraw the aforesaid application from MIB.

The consideration, agreement and other terms and conditions in this regard would be approved in subsequent meetings of Board of Directors.

EMPLOYEES STOCK OPTION PLAN

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.

A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at https://aajtak.intoday.in/investor/.

A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company and during the course of the ensuing Annual General Meeting.

STATUTORY AUDITORS

At the eighteenth (18th) Annual General Meeting of the Company, the Shareholders approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W / E300004) as the Statutory Auditors, to hold office till the conclusion of twenty third (23rd) Annual General Meeting of the Company.

AUDITORS REPORT

The Auditors Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31, 2018 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 4, 2018.

Based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2019-20 at a remuneration of 1,45,000 plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. SKG & Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting.

The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

CORPORATE SOCIAL RESPONSIBILITY

At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the societys sustainable development.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on CSR Activities, which forms part of this Report.

During the year, the Board on the recommendation of the Corporate Social Responsibility Committee, reviewed and adopted the revised Corporate Social Responsibility Policy, effective from November 02, 2018, which is available on the Companys website at https://aajtak.intoday.in/investor/. The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged. The Policy also lays down the list of activities for CSR Projects, Programs and activities.

The Policy lays emphasis on transparent monitoring mechanism for ensuring implementation of the projects undertaken/ proposed to be undertaken by the Company in accordance with the overall objective of the CSR policy.

Further, the Board of Directors on the basis of recommendations of CSR Committee, has approved allocation of 3,37,59,459/- towards CSR for the financial year 2018-19.Out of the total allocated funds towards CSR, the Company has contributed 10,00,000/- to "Care Today A/c Kerala SOS" (managed by Care Today Fund) to support the flood victims of Kerala and balance of 3,27,59,459/- to Education Today (for Vasant Valley School towards promotion of education).

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility section, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under Listing Regulations. The Practicing Company Secretaries certificate for the financial year 2018-19 does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate internal control/ Internal Financial control systems commensurate with the size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to the management. The Company has a well defined organisational structure, authority levels and internal rules and guidelines for conducting business transactions.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

During the year under review, the Company has amended Risk Management Policy and constituted a Risk Management Committee as required under Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method depends on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

All the senior executives have the responsibility for over viewing managements processes and which results in identifying, assessing and monitoring risk associated with organizations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk of the Company.

Further, in carrying out the risk management processes, the senior executives of the Company consider and assess the appropriateness and effectiveness of management information and other systems of internal control, encompassing review of the external Auditors report to management on internal control and action taken or proposed resulting from those reports.

The risk management and internal control systems within the organization encompass all policies, processes, practices and procedures established by management and / or the Board to provide reasonable assurance that:

l Estab lished corporate, business strategies and objectives are achieved; l Risk exposure is identified and adequately monitored and managed; l Resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the business; l Significant financial, managerial and operating information is accurate, relevant, timely and reliable; and l There is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.

POLICIES OF THE COMPANY

The Company as per the provisions of Companies Act, 2013 and Listing Regulations formulated the following policies:

Name of the Policy

Web link

Policy on Materiality of Related party Transactions http://specials.indiatoday.com/aajtaknew/download/Policy-on-Materiality-of-
and dealing with related party transactions Related-Party-Transactions-and-dealing-with-Related-Party-transactions.pdf
Policy for determining Material subsidiaries http://specials.indiatoday.com/aajtaknew/download/Policy-for-determining-
Material-Subsidiary.pdf
Vigil mechanism / Whistle Blower Policy http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_
Whistle_Blower_Policy.pdf
Corporate Social Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/Corporate-Social-
Responsibility-Policy.pdf
Policy on determination of Materiality http://specials.indiatoday.com/aajtaknew/download/Policy-on-determination-
of-Materiality.pdf
Dividend Distribution Policy http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution-
Policy.pdf
Business Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/Business-Responsibility-
Policy.pdf
Archival Policy http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf
Risk Management Policy http://specials.indiatoday.com/aajtaknew/download/Risk_Management_Policy.
pdf
Policy for Registrar and Share Transfer Agent http://specials.indiatoday.com/aajtaknew/download/POLICY-FOR-
REGISTRAR-AND-SHARE-TRANSFER-AGENT.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism

& Whistle Blower Policy during the financial year 2018-19.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 37 of the Notes to Accounts of the financial statements.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure V which forms an integral part of this Report and Annual Return in Form MGT-7 is available on the Companys website at http://specials.indiatoday.com/aajtaknew/download/MGT-7.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party transactions are mentioned in Note No. 27 of the notes to the Accounts. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.

In terms of the first proviso to Section 136 of the Companies Act, 2013, the annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. The same is open for inspection at the registered office of the Company during business hours for a period starting twenty days before the date of the annual general meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary.

Except, Mr. Aroon Purie who draws remuneration of 3,46,90,522/- per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

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

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2018-19 which would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is confirmed that: • in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same; • the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date; • the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the Directors have prepared the annual accounts of the Company on a going concern basis; • the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; • the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all staff and is available on the internal policy portal.

No complaint of sexual harassment was received during the Financial Year 2018-19.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013; (ii) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings; (iii) No material changes and commitments, if any, affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report; (iv) No change in the nature of the business of the Company happened during the financial year under review.

ACKNOWLEDGMENT

Your Directors place on record their deep appreciation for the contribution made by employees at all levels with dedication, commitment and team effort, which helped your Company in achieving the performance during the year.

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors
Aroon Purie
Chairman
DIN:00002794
Address: 6, Palam Marg,
Vasant Vihar,
Place: Noida New Delhi - 110057
Date: May 20, 2019