Your Directors are pleased to present the Thirty Ninth Annual Report on the business and operation of the Company together with Audited Financial Statements for the financial year ended March 31,2024.
FINANCIAL HIGHLIGHTS
The financial highlights for the years ended March 31,2024 and March 31,2023 are given below:
(Rs. in Crores)
PERFORMANCE OVERVIEW
During the financial year ended March 31,2024 the total Income for the year ended March 31,2024 was Rs. 4,630.19 crores as against Rs. 4,023.40 crores during the previous year ended March 31, 2023. Profit Before Tax was Rs. 2,548.54 crores as against Rs. 2,238.12 crores in the previous year. Profit After Tax was Rs. 1,875.15 crores as against Rs. 1,674.53 crores in the previous year.
BUSINESS OVERVIEW
Your Company is one of the largest Television Broadcasters in India. During the year under review and as on the date of the report the Company has added 4 (four) new channels to its bouquet viz., Sun Marathi HD, Sun Bangla HD, Sun NEO and Sun NEO HD totalling to 37 Satellite Television Channels across seven languages of Tamil, Telugu, Kannada, Malayalam, Bangla, Marathi and Hindi. The Company is also airing FM radio stations across India. The Company continues to have sustained and increased viewership of its channels with Sun TV being the most watched channel in India. The Company produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League ('IPL') franchise "SunRisers Hyderabad" & SunRisers Eastern Cape of Cricket South Africa's T20 League, and also having a branch office in South Africa. The Company also operates a Digital OTT platform "SUNNXT". There is no change in the nature of business of the Company.
DIVIDEND
The Board of Directors during the financial year ended March 31,2024 have declared Interim Dividends of Rs.6.25 per share (125%), Rs.5.00 per share (100%), Rs.2.50 per share (50%) and Rs. 3.00 per share (60%) at their respective Board meetings held on August 11,2023, November 10, 2023, February 14, 2024 and March 28, 2024 and have not recommended any Final Dividend. The dividend payout resulted in a total dividend of 335%, i.e., Rs. 16.75 per equity share of face value of Rs. 5.00 each for the financial year ended March 31,2024. (Prev. Year of 300%, i.e., Rs. 15.00 per equity share of face value of Rs. 5.00 each).
The Dividend Distribution Policy is available on the website of the Company at www.suntv.in.
TRANSFER TO RESERVES
During the financial year 2023-24, no amount has been transferred to the General Reserve.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 the Directors to the best of their knowledge hereby state and confirm that for the year ended March 31,2024:
• In the preparation of the Statement of Profit & Loss for the financial year ended March 31,2024 and Balance Sheet at that date ("financial statements"), the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
• Appropriate accounting policies have been selected and applied them consistently and made such 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 the end of the financial year and of the profit of the Company for that period;
• Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function;
• The financial statements have been prepared on a going concern basis;
• Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
• Proper systems are in place to ensure compliance of all laws applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee and the Committee has approved a CSR policy. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure I to this Report. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of this report.
SUBSIDIARY COMPANIES
Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited (SAFM). SAFM is a subsidiary which has been classified as Joint Venture (JV) as per Ind-AS in financial statements of the Company and accounted as per applicable Ind-AS accounting standard framework. There has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC - 1 as Annexure II which forms part of the annual report. No Subsidiaries, joint ventures or associate companies were ceased during the financial year under review. Financial accounts of subsidiary company for the financial year 202324 will be available on the Company's website www.suntv.in
The Board of Directors of Kal Radio Limited ("KRL") at their meeting held on January 4, 2024 approved a proposed scheme of amalgamation of Udaya FM Private Limited with KRL. Similarly, the Board of Directors of South Asia FM Limited ("SAFM") and its Joint Ventures / Associate Companies at their respective meetings held on January 4, 2024 approved a proposed composite scheme of arrangement for amalgamation involving these Joint Venture / Associate Companies and SAFM. The respective schemes of amalgamations with Appointed Date of April 1,2023 are subject to necessary statutory and regulatory approvals, including sanction by the Hon'ble National Company Law Tribunal under sections 230 and 232 of the Companies Act, 2013.
TRANSACTIONS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. There are no materially significant related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement entered into by the Company with its Directors / Key Managerial Personnel or their respective relatives, the Company's Promoter(s), its subsidiaries / joint ventures / associates or any other related party, that may have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed in Annexure III.
The Policy on Related Party Transactions, as formulated by the Board is available on the Company's website at www.suntv.in
AUDITORS AND SECRETARIAL AUDITORS
Pursuant to the provisions of Section 139(1), 141, 142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No:
101049W/E300004) as Statutory Auditors for a term of five years from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting to be held in the year 2027. Further, M/s. S.R. Batliboi & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.
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 has appointed M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year under review is annexed herewith as Annexure IV. The unmodified / unqualified report of both Statutory Auditors and Secretarial Auditors forms part of this report.
INTERNAL AUDITORS
M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as an Internal Auditors of the Company for the financial year 2024-25. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.
COST AUDIT
The Company maintains the Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company for the Financial Year 2024-25. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
MATERIAL SUBSIDIARY COMPANY
Pursuant to the Regulation 16 of the Listing Regulations, your Company has no material subsidiary company, whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 3,53,150/- (Rupees Three Lakhs Fifty Three Thousand One Hundred and Fifty Only) being unclaimed dividend pertaining to the financial year 2015-16 has been transferred during the year to the Investor Education and Protection Fund established by the Central Government.
Further, the company has transferred the 3795 Equity shares of the shareholders who have not claimed or encashed their dividend for Seven Consecutive years on 9th May 2024 to the Investor Education and Protection Fund Authority.
DIRECTORS
None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 (2) of the Companies Act, 2013.
RETIREMENT BY ROTATION
Pursuant to the provisions of the Companies Act, 2013, Mr. Shanmugasundaram Selvam (DIN: 00727439), NonExecutive Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.
The information on the particulars of director eligible for re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations has been provided in annexure to the notice convening the Annual General Meeting.
CHANGES IN BOARD OF DIRECTORS
The Company had re-appointed Mr. Mahesh Kumar Rajaraman as Managing Director, Mr. Krishnaswamy Vijaykumar as Whole Time Director Designated as Executive Director and Ms. Kaviya Kalanithi Maran as Whole Time Director Designated as Executive Director through postal ballot with effect from 1stApril 2024 for a further period of 5 years.
Further the Company had re-appointed Mr. Sridhar Venkatesh as Non-Executive Independent Director, Mr. Desmond Hemanth Theodore as Non-Executive Independent Director with effect from 1st April 2024 for a further period of 5 years and re-appointed Mrs. Mathipoorana Ramakrishnan as Non- Executive Independent Director with effect from 21st June 2024 through postal ballot for a further period of 5 years.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Kalanithi Maran, Executive Chairman, Mr. Mahesh Kumar Rajaraman, Managing Director, Mrs. Kavery Kalanithi, Executive Director, Mr. Krishnaswamy Vijaykumar, Executive Director, Ms. Kaviya Kalanithi Maran, Executive Director, Mr. V C Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary.
SHARE CAPITAL
During the year, there were no changes in the Capital Structure of the Company.
CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:
During the year, there were no alterations made in the Memorandum and Articles of Association of the Company.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
As required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") the report on Management Discussion and Analysis, Corporate Governance as well as the Practicing Company Secretaries' certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ('Listing Regulations') the Business Responsibility and Sustainability Report, in the prescribed format, forms an Integral Part of this Annual Report.
PARTICULARS OF EMPLOYEES
Sun TV Network Limited had 1,048 employees as of March 31, 2024 (previously 1,086) In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required information is provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such information may address their email to tvinfo@sunnetwork.in. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relate to and the date of this Report.
ANNUALRETURN
In accordance with the provisions of the Companies Act, 2013 the Annual Return in the prescribed format is available on the website of the Company www.suntv.in.
NUMBER OF MEETINGS OF THE BOARD
During the financial year, five Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed as per Section 173 (1) of the Companies Act.
INDEPENDENT DIRECTORS' DECLARATION
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company's website www.suntv.in. Further, information about remuneration of individual directors are provided in the of Annual Return Form MGT - 7.
BOARD DIVERSITY
The Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy which can be accessed at www.suntv.in.
COMMITTEES OF THE BOARD
The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 7 & 9).
INTERNAL FINANCIAL CONTROL
The information about internal financial controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of report.
PUBLIC DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
RISK MANAGEMENT
The Board has constituted a Risk Management Committee comprising of Independent Directors and has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under Section 134 of the Companies Act, 2013 read with Regulation 21 of the Listing regulations. The Company has constituted a Risk Management Committee of the Board comprising of independent directors of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on a Quarterly basis and evaluate its impact and the plans for mitigation. For details, please refer to the Management Discussion and Analysis report which form part of the Board's Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting structured induction and familiarization programme of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy are explained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
The financial position of each of the subsidiaries is provided in a separate statement AOC - 1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure II.
INDEPENDENT DIRECTORS' MEETING
As per Regulation 25 of the SEBI LODR 2015, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.
BOARD EVALUATION
In terms of applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, the directors individually as well as the functioning of its committees. A detailed explanation has been given in the Corporate Governance Report.
POLICY ON PROHIBITION OF INSIDER TRADING
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended the Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate and the policy for fair disclosure of unpublished price sensitive information has been made available on the Company's website. (www.suntv.in)
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted an Anti-Sexual Harassment policy in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment were received. The Company has constituted Internal Complaints Committee with four members to consider and resolve sexual harassment complaints. The Committee met once in the financial year ended March 31,2024.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016.
INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under section 134(3)(m) does not arise. The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.
(B) FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs.in Crore)
CONSOLIDATED FINANCIAL STATEMENTS
As required by Indian Accounting Standard - Ind-AS 110 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the non-controlling interest of your Company's subsidiary.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standards, SS-1 relating to Meetings of Board and SS-2 relating to General Meetings.
CERTIFICATIONS
The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the Managing Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Independent professional has given a Certificate on Corporate Governance Compliance and a Certificate stating that none of the Directors are disqualified, which forms part of the report.
MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY
Nil
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company 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 - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication - and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.