T.V. Today Network Ltd Directors Report.

Your Directors have the pleasure of presenting their Twenty First (21st) Annual Report together with the Audited Financial Statements for the year ended March 31, 2020.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘Act), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) the Company has prepared its standalone and consolidated finan-cial statements as per Indian Accounting Standards (Ind AS) for the FY 2019-20. The highlights of the standalone and consolidated financial results of the Company for the FY 2019-20 and FY 2018- 19 are as under:

( Rs in Crores)
Particulars

(Standalone)

(Consolidated)

Year Ended March 31, 2020 Year Ended March 31, 2019 Year Ended March 31, 2020 Year Ended March 31, 2019
Income from operations 856.37 739.00 857.22 742.24
Other income 42.20 36.36 42.31 36.38
Other Gain/ (losses) (net) 0.99 0.30 0.99 0.30
Profit before Exceptional items, Finance Costs, Depreciation and Amortization 261.10 234.97 259.26 236.26
Finance Costs 2.83 0.82 2.83 0.82
Depreciation and Amortisation 38.50 31.51 38.50 31.51
Profit before exceptional items and tax 219.77 202.64 217.93 203.93
Exceptional Items - - - -
Profit before tax 219.77 202.64 217.93 203.93
Tax expense 77.61 72.60 78.57 72.83
Net Profit 142.16 130.04 139.36 131.10
Attributable to:
Owners 142.16 130.04 139.36 131.10
Non-controlling interests N/A N/A - -
Balance amount brought forward 764.33 650.09 767.22 651.92
Amount available for appropriation 906.49 780.13 906.58 783.02
Transactions with Non-controlling interests - - - -
Other comprehensive income for the year (0.79) 0.38 (0.79) 0.38
Transfer to General Reserve - - - -
Change in opening retained earnings on account Ind AS-116 (2.52) - (2.52) -
Dividend on equity shares for previous year (13.42) (13.42) (13.42) (13.42)
Dividend distribution tax on dividend for previous year (2.76) (2.76) (2.76) (2.76)
Interim dividend on equity shares for current year (119.32) - (119.32) -
Dividend distribution tax on Interim dividend on equity shares for current year (24.53) - (24.53) -
Balance Carried forward 743.15 764.33 743.24 767.22

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. Further, due to acquisition of newspaper undertaking of Mail Today Newspapers Private Limited and amalgamation of India Today Online Private Limited during the financial year w.e.f appointed date i.e. January 1, 2017 previous years figures have been restated.

PERFORMANCE

On standalone basis your Companys total income for FY 2019-20 at Rs 899.56 Crores has been higher by 15.97 % over last year ( Rs 775.66 Crores in FY 2018-19). Profit before tax has been Rs 219.78 Crores as compared to Rs 202.64 Crores in the last year. Profit after tax has been Rs 142.16 Crores as compared to Rs 130.04 Crores during the last year.

Your Companys business depends heavily on revenues from advertisements. Due to its impeccable reputation, sustained leadership position of the flagship channel "Aaj Tak", continuing improvement in viewership of English news channels "India Today" increased focus on "Tez" and rapidly growing digital business and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

PANDEMIC COVID-19

Since March 2020, when the Coronavirus pandemic forced the Central and State Governments to declare successive phases of Lockdown, the Company has taken comprehensive measures to promote business continuity along with rigorous staff health and safety protocols. All media brands and programming services are on with the same commitment to Gold Standard of Journalism and are aided by the initiatives mentioned below:

Reduced sta_: Despite being a 24*7 essential service, our offices are operating with an In-O_ce Workforce of 10% to 25% at peak load. Substantial staff has been deputed to Work from Home with computing equipment and connectivity provided. Reporting staff is Working From the Field.

Social Distancing through "No Mixing": Further, Office staff has been divided between offices. In the eventuality of sealing or quarantining on a large scale, employees from another offices premises may take over. Anchors have been provided home broadcast equipment. No mixing of staff is permissible between offices, work groups, or shifts. This is to contain potential spread. Testing of emergency transmission services and switchovers has been done multiple times. No in-person meetings may be done (even in office); videoconferencing or teleconferencing is used.

Social Distancing through changes in office arrangements: Distance between employee seating areas has been kept. A strict zoning policy is followed in office (e.g. no mixing on floors, single eating on cafeteria table, 2 riders in a lift, distance in queues and breakout areas, sole riders in fleet vehicles etc.). Common touch surfaces have been mitigated – e.g. automated dispensers, toothpick touches for lift buttons and switches, etc.). Company meals are being provided to prevent external infection; staff may also get personal tiffins. No external visitors are permitted. Contactless delivery for receiving materials is followed.

Safety equipment: All staff working in office have been provided masks and face shields. Reporting staff has been provided PPEs, wherever needed. Their equipment has also been modified to ensure social distancing, e.g. long microphone sticks. Sanitizers are available at multiple places in the office and fleet cars.

Attention to common services staff: Housekeeping staff and security staff is restricted. Canteen staff is limited to dedicated service provider only. Health of Fleet Drivers is reviewed regularly.

Containment Zone alternatives: On a daily basis, containment zones are reviewed versus employee addresses. If an employees home is in a containment zone, s/he has to move to a company guest house. The guest house has only members of the organization as residents.

Office entry restrictions: Other than those allowed to be In-Office, all entry cards have been deactivated. Employees are required to fill a Well-Being Survey which covers antecedents of the last 14 days. For e.g. if an employee has travelled, is from a containment or hotspot zone, gone for hospital visits, has reported family or self-sickness etc. entry is not permitted.

Sanitization and hygiene: Floors and equipment (such as voice over mics, video editing equipments) are sanitized after usage and after each shifts. Bacti Barrier, a super coating of a natural, non-toxic substance on all office surfaces has been done to prevent microbial accumulation. This lasts for 6 months.

Personal Protocols and Widespread Awareness: Regular communication on latest ways to stay safe, ICMR guidelines, MHA advisories are regularly shared. Communication is sent by top management so it receives priority attention.

Medical Protocols, Treatment and Testing: The Company has a fully equipped medical room that operates with a doctor and nursing staff 24*7. It has tie-ups with local hospitals, testing agencies and mobile services. Thermal checks are done at entry and exits. Medical Insurance cards have been shared. All FAQs, including updations in information received from authorities are communicated.

Medical Help Desk: A Medical Help Desk supports all employees and their families across the country on symptoms, hospitalization, coordinates with health authorities, etc. It also monitors all sick individuals on a daily basis and raises an alert for COVID-like symptoms. The Medical Help desk is a single point of contact on every health, quarantine, hotspot or COVID issue.

AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.0% (15+ NCCS All, HSM, April 1st 2019 – March 31st 2020, Relative Share basis Imp 000 out of 14 Hindi News Channels). Aaj Tak has also crossed average weekly 101 million viewers touching a maximum of 188 million in 2019-20 (15+ NCCS All, HSM, Wk 1419-1320, Coverage).

INDIA TODAY TELEVISION

India Today Television has shown substantial growth compared to other leading English news channels in Q4 w.r.t Q3, channel has registered 78% growth in this period.

In NCCS A, India Today television is No.2 behind the No.1 by a very thin margin.

TEZ

Tez maintains lead over DD News, India News, Zee Hindustan and NDTV India in the financial year 2019-20. (15+NCCS All, HSM, April 1st 2019 – March 31st 2020, Relative Share basis Imp 000 out of 14 Hindi News Channels). Tez in Q4 w.r.t Q3 has registered 20% growth in Gross Impressions and 13% growth in Cume Rch000.

ISHQ 104.8 FM

Your Company operates a radio station under the brand name of 104.8 Ishq FM. The station wows its listeners in top 3 metro cities of Mumbai, Delhi, and Kolkata with melodious songs and innovative programming. During the year, we consolidated the brand "Ishq" on the premise of disruptive campaigns like "Ishq in England" where a couple was sent to see the final match of ICC Cricket World Cup and "Ishq Double Shots" which was Indias first interactive storytelling show.

Your radio channel also launched Season 2 of "What Women Want with Kareena Kapoor Khan" which has become one of the biggest digital celebrity chat shows in India. The 2nd season featured some of Bollywoods A-listers like Kartik Aaryan, Sara Ali Khan, Sharmila Tagore and many others, and garnered more than 60 million views across digital platforms.

DIGITAL BUSINESS

The digital operations of your Company also grew by 50.52% during the year. The Mobile Tak App of the Company is live with 24 Mobile Tak Channels including different genres like News, Hyperlocal News, Sports, Tech, Lifestyle etc., which has massive reach i.e. 31.96 million subscribers & 7.15 million Facebook Likes.

Digital highlights:

(i) Aaj Tak crossed 30 Million subscriber mark on YouTube (as of March 20 end) and retained its position as Worlds No. 1 YouTube Channel in its segment.

(ii) Aaj Tak is No.1 across social media platforms like Facebook, Instagram and Twitter.

(iii) Aaj Tak has maintained No. 1 rank on ComScore across Web, Mobile & App platform almost throughout the year.

(iv) Aaj Tak launched ‘Aaj Tak Radio that offers audio news online – Podcast offering. (v) Aaj Tak is now available in Canada on Karostream OTT platform.

(vi) The Lallantop became the only Digital First Original News Brand to cross 10 million subscribers on YouTube in Nov19 (Source: Vidooly Report) and received YouTube Diamond Play Button.

(vii) India Today Group Digital is ranked No. 1 in General News category on Mobile as per ComScore March 2020 report.

(viii) T.V. Today became the 1st media company to get into Gaming & eSports in India, and successfully conducted their first event in Oct19 at Sirifort Auditorium, which was attended by the Union Sports Minister.

(ix) India Today & Aaj Tak news is available across all major OTT player. The group properties are now available across most connected devices, through its own App ecosystem.

DIVIDEND

During the year, the Board, on October 22, 2019, had declared an interim dividend of Rs 20/- per equity share of Rs 5/- each fully paid up (400% of face value) for the financial year 2019-20. The interim dividend outflow was Rs 119.32 Crores whereas the Dividend Distribution Tax was Rs 24.53 Crores.

Further, based on the Companys performance, the Directors are also pleased to recommend for your consideration and approval payment of final dividend amounting to Rs 2.25 i.e. @ 45% per equity share of Rs 5/- each fully paid up, for the financial year 2019-20. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs 13.43 Crores. Pursuant to Regulation 43A of the SEBI 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, 2020.

SHARE CAPITAL

During the financial year under review, the Company had allotted 7,500 Equity shares under TVTN Employee Stock Option Plan Scheme, 2006 on February 07, 2020. Post allotment, the issued, subscribed and paid up equity share capital of the Company increased to Rs 29,83,43,075 consisting of 5,96,68,615 Equity Shares of Rs 5/- each. Pursuant to this allotment, the TVTN Employee Stock Option Plan Scheme, 2006 is now closed.

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, RETIREMENT & RE-APPOINTMENT

During the period under review, Ministry of Information and Broadcasting vide its letter dated June 20, 2019, had granted approval for appointment of Mrs. Neera Malhotra as an Additional Independent Woman director of the Company. Further, the members in the Annual General Meeting ("AGM") held on September 12, 2019 had approved the appointment of Mrs. Neera Malhotra as the Independent Director of the Company for a period of 5 years with effect from June 20, 2019.

Pursuant to the provisions of the Act, Ms. Kalli Purie Bhandal, Vice-Chairperson and Managing Director of the Company, is liable to retire by rotation at the forthcoming AGM and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment. Ms. Kalli Purie Bhandal is not debarred from re-appointment pursuant to any order of SEBI or any other authority.

Mr. Rajeev Gupta, Independent Director will be completing his present term as Independent Director of the Company on March 04, 2021.

On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on May 14, 2020 subject to the approval of shareholders by special resolution, has re-appointed Mr. Rajeev Gupta as Independent Director of the Company for a further term of five years w.e.f. March 05, 2021. The Company has received requisite notice in writing from a member proposing his name for the office of Independent Director. It is also confirmed that Mr. Rajeev Gupta is not debarred from reappointment pursuant to any order of SEBI or any other authority. Accordingly, the Board recommends his re-appointment at the ensuing AGM.

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

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 SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise. For further details, please refer Corporate Governance Report.

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. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

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 subsection (3) of Section 178 of the Act (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/. During the financial year, no changes were made in the Policy.

ANNUAL EVALUATION AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were 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 including Independent 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 criteria. 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 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 part of this report.

BOARD MEETINGS

The Board met 4 (four) times in the financial year 2019-20. 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 and other related information 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 2019-20.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2020, the Company has 3 (three) subsidiary companies in terms of the provisions of Act, namely, T.V. Today Network (Business) Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited. The Company has no material subsidiary in accordance with the SEBI Listing Regulations.

During the year under review, Honble National Company Law Tribunal (NCLT) vide its order dated July 22, 2019, sanctioned the Composite Scheme of arrangement & amalgamation amongst Mail Today Newspapers Private Limited (Mail Today), India Today Online Private Limited (ITOPL), the Company and their respective shareholders & creditors. Consequent upon which, ITOPL, a wholly owned subsidiary of the Company, stands dissolved with effect from August 07, 2019 and all the assets, rights, titles and interest of ITOPL stands transferred and vested in the Company.

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

In accordance with Section 136 of the Act, the audited financial statements, 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 respective registered office of the subsidiary Companies. The Company will provide the copy of the financial statements of its subsidiary companies to the members upon their request.

No company has become/ceased to be Associate or Joint Venture during the financial year 2019-20.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year, the Company has transferred the unpaid/unclaimed dividend amounting to Rs 194,640/- 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 March 31, 2019 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 2,093 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/.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the period under review, the National Company Law Tribunal ("NCLT"), Principle Bench at New Delhi has sanctioned, the Composite Scheme of Arrangement and Amalgamation amongst Mail Today Newspapers Private Limited (Mail Today), India Today Online private Limited (ITOPL), the Company and their respective shareholders and creditors, vide its order dated July 22, 2019, which was filed with the Registrar of Companies on August 07, 2019.

Pursuant to NCLT Order, ITOPL, wholly owned subsidiary of the Company stands dissolved without being wound-up and newspaper undertaking of Mail Today got demerged to the Company. Accordingly, all the properties, assets, rights, claims and obligations of ITOPL and newspaper undertaking of Mail Today have been transferred and vested in the Company on a going concern basis with effect from the Appointed Date i.e. January 1, 2017. As informed in our last reports, the proposed restructuring would be in the best interest of the restructured companies and their respective shareholders and creditors.

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 had instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the members. The said scheme was in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014. As on March 31, 2020, there were no ESOP Options which were outstanding and therefore the existing TVTN ESOP Scheme 2006 stands closed.

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 members in the ensuing AGM 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 AGM.

STATUTORY AUDITORS

At the eighteenth (18th) AGM of the Company, the members 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) AGM 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 Act 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 2019-20. 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 the financial year ended March 31, 2019 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on August 30, 2019.

Based on the recommendations of the Audit Committee, the Board has approved the reappointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2020-21 on a remuneration of Rs 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 Act, 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 AGM.

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 Act, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on CSR Activities and Corporate Governance Report, which forms part of this Report.

The CSR Policy as recommended by the CSR Committee and approved by the Board is available on the website of the Company 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, during the year under review, the Board of Directors on the basis of recommendations of CSR Committee, has approved allocation of Rs 3,77,26,100/- towards CSR activities for the financial year 2019-20. The following projects undertaken during the year focussed on the following:

(i) Supporting relief and rehabilitation activities for cyclone victims of Odisha;

(ii) Construction of household toilets;

(iii) Supporting relief and rehabilitation activities towards flood affected areas in Assam, Bihar and Kerala;

(iv) Setting up of Library, literacy promotion and education activities for inmates of Tihar Jail;

(v) Supporting acid attack survivors for their medical treatment, education and rehabilitation, including livelihood enhancement; and

(vi) Supporting people affected by Novel Coronavirus (COVID-19) in India.

A detailed update on the CSR initiatives of the Company is also 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 Act is annexed as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI 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 SEBI 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 SEBI Listing Regulations. The Practicing Company Secretaries certificate for the financial year 2019-20 does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate Internal control/Internal Financial control systems which commensurate with the size and nature of its business. An internal audit programme covering 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 e_cient 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

The Company has a duly approved Risk Management Policy and constituted Risk Management Committee as required under SEBI 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 mitigate the risks.

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:

• Established corporate, business strategies and objectives are achieved;

• Risk exposure is identified and adequately monitored and managed;

• Resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the business;

• Significant financial, managerial and operating information is accurate, relevant, timely and reliable; and

• 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 Act and SEBI Listing Regulations formulated the following policies:

Name of the Policy Web link
Policy on Materiality of Related party http://specials.indiatoday.com/aajtaknew/ download/Policy-on-Materiality-of-Related-
Transactions and dealing with related party transactions 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 2019-20.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No 36 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/2019-20.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 Act 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 Act 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 Act, the annual report is being sent to all members of the Company excluding Particulars of employees as required under section 197 of the Act 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 AGM. Any member interested in obtaining a copy thereof, may write to the Company Secretary.

Except, Mr. Aroon Purie who draws remuneration of Rs 3,72,17,746/- per annum from Living Media India Limited in the capacity of Editor in Chief of Living Media India Limited, Holding Company of the Company, no other Director, of the Company is in receipt of any remuneration or commission from the holding company or any 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 Act 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

Save and otherwise provided in this report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2019-20 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 Act, with respect to Directors Responsibility Statement, it is confirmed that:

• in the preparation of the annual accounts for the year ended March 31, 2020, 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, 2020 and of the profit of the Company for the year ended on that date;

• the Directors have taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual the Company on a going concern basis;

• the Directors, have laid down internal 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 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 and an Internal Complaints Committee has also 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 and is also disclosed on the website of the Company at https://aajtak.intoday.in/investor/.

No complaint of sexual harassment was received during the financial year 2019-20.

OTHER DISCLOSURES

(i) T he 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 Act.

(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, of 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. The outbreak of COVID – 19 pandemic, posed unprecedented challenges to the business. Considering the fact that the situation is exceptional and is changing dynamically, the Company is not in a position ensure to gauge with certainty, the future impact on its operations. The Company has taken all necessary steps to ensure smooth functioning of operations. However, with inherent resilience of the business model, position the Company, the Company is confident about adapting to the changing business environment.

(iv) N o 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, members 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,
Place: New Delhi Vasant Vihar,
Date: May 14, 2020 New Delhi – 110057.