Dear Members,
Your Director(s) are pleased to present their Forty Third (43rd) report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2024.
FINANCIAL RESULTS
Your Company's performance during the financial year ended on March 31, 2024, along with previous year's figures is summarized below:
Rs ( in Lacs)
Particulars
Earnings before finance cost, tax, depreciation and amortization (EBITDA) before exceptional items and tax from operations
Profit/(Loss) before exceptional items and tax from operations
- Current Tax expense [Adjustment of tax charge related to earlier years]
Total Comprehensive Income/(Loss) for the year (net of tax)
DIVIDEND
Your Director(s) have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2024.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
Your Company is the holding company of Next Radio Limited ("NRL"). NRL is engaged in the business of FM Radio broadcasting. It was among the first private players to venture into private FM broadcasting and operates a radio network of diverse programming across international music, contemporary hits and retro sound; in 7 prominent cities of the country namely Delhi, Mumbai, Chennai, Kolkata,
Bengaluru, Pune, and Ahmedabad. NRL operates under the frequency 94.3 MHz in all the cities, except Ahmedabad where it operates under 95.0 MHz frequency.
A detailed analysis and insight into the financial performance and operations of your Company and NRL for the year under review and future outlook, is appearing under the Management Discussion and Analysis section, which forms part of this Annual Report.
RISK MANAGEMENT
Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of management's response to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk Management policy of the Company, including identification of various elements of risk, is appearing under the Management Discussion and Analysis Report.
SUBSIDIARY AND ASSOCIATE COMPANY
As on March 31, 2024, your Company has one subsidiary company namely, Next Radio Limited (NRL). NRL is the material subsidiary of the Company. Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"), during the year under review.
IntermsoftheapplicableprovisionsofSection136oftheAct,the Financial Statements of subsidiary company for the financial year ended on March 31, 2024 are available for inspection at Company's website at https://nextmediaworks.com/ The contribution of NRL to the overall performance of your Company is outlined in note no. 35B of the Consolidated Financial Statements for the financial year ended on March 31, 2024.
A report on the performance and financial position of the subsidiary company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies), is available on the Company's website at https://nextmediaworks.com/Material-Subsidiary-NMW.pdf. No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2024.
DEPOSITORY SYSTEM
The Company's equity shares are compulsorily tradeable in electronic form. As on March 31, 2024, 99.997% of the Company's total paid-up capital representing 6,68,91,031 equity shares are in dematerialized form.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
As on March 31, 2024, the Board comprised of six (6) Non- Executive Directors out of which three (3) are Independent Directors. The Chairman of the Board is Non-executive Director. The Company also has one (1) Woman Director (Independent) on the Board.
Directors' Appointments:
The Board of Directors at its meeting held on May 15, 2023, based on the recommendation of Nomination and Remuneration Committee, approved the re-appointment of Ms. Suchitra Rajendra (DIN: 07962214) and Mr. Sameer Singh (DIN: 08138465) as an Independent Directors for a term of five (5) years w.e.f. April 01, 2024.
The above-mentioned re-appointments were approved by the members of the Company at their 42nd Annual General Meeting ("AGM") held on September 18, 2023.
Re-appointment of Directors retiring by rotation:
In accordance with the provisions of the Act, Mr. Sandeep Rao (DIN: 08711910), Director liable to retire by rotation at the ensuing AGM, being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Sandeep Rao as Director, for approval of the Members, at the ensuing AGM.
The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standards on General Meeting ('SS-2') with respect to proposed re-appointment of Director retiring by rotation is appended as an Annexure in the Notice of ensuing AGM.
Independent Directors' Declaration:
The Independent Directors of the Company have confirmed the following:
a. they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and SEBI Listing Regulations.
b. they have registered themselves with the Independent Directors Database maintained by Indian Institute of Corporate Affairs and
c. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
Code of Conduct:
The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders' expectations. This is aimed at enhancing the organization's brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Company's ‘Code of Conduct'.
Board Diversity:
Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including a Woman Director.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company are Mr. Ramesh Menon, Chief Executive Officer, Mr. Amit Madaan, Chief Financial Officer and Ms. Sonali Manchanda, Company Secretary. During the year under review, following changes took place in the positions of KMPs of the Company:
Appointments:
Mr. Ramesh Menon was appointed as Chief Executive Officer w.e.f. April 17, 2023 and Ms. Sonali Manchanda was appointed as CompanySecretary&ComplianceOfficer(KMP)oftheCompany w.e.f. December 4, 2023 pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company.
Cessations:
Mr. Ajit Dheer resigned from the position of Chief Executive Officer of the Company w.e.f. April 17, 2023 and Mr. Harshit Gupta resigned from the position of Company Secretary of the Company w.e.f. October 03, 2023. The Directors placed on record their appreciation for the contributions made by them during their tenure.
PERFORMANCE EVALUATION
In line with the requirements under the Act and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors (including Independent Directors) and Chairman.
The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors (including Independent Directors) and the Chairman.
The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company's business/ activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.
A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors at their respective meetings. On the basis of the outcome of the evaluation questionnaire and discussion of the Board, the performance of the Board as a whole, Board Committees, Directors (including Independent Directors) and the Chairman have been assessed as satisfactory.
A separate meeting of Independent Directors was also held on May 03, 2024 without the presence of Non-Independent Directors and Members of the management to:
Review the performance of the Non – Independent Directors and the Board as a whole.
Review the performance of the Chairman of the Company considering the views of the other Directors of the Company.
Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
AUDIT & AUDITORS
Statutory Auditor
M/s B S R and Associates, Chartered Accountants (Firm Registration No. 128901W) ('B S R') were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 12, 2019.
The Auditors' Report of B S R on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark or disclaimer.
The term of the Statutory Auditors is expiring on the conclusion of the ensuing AGM. Accordingly, the Board of Directors will be recommending the appointment/ re-appointment of Statutory Auditors for approval of the members at the ensuing AGM of the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Ms. Malavika Bansal, Practicing Company Secretary (C.P No. 9159) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended on March 31, 2024. The Secretarial Audit Report of the Company for FY-24 is annexed herewith as "Annexure - A" and does not contain any qualification, reservation, adverse remark or disclaimer.
Further, Secretarial Audit of the material unlisted subsidiary viz. Next Radio Limited ("NRL") for FY-24, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Ms. Malavika Bansal, Practicing Company Secretary (C.P No. 9159). The Secretarial Audit Report of NRL is annexed herewith as"Annexure - B" and it does not contain any qualification, reservation, adverse remark or disclaimer.
RELATED PARTY TRANSACTIONS
All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms' length terms. The related party transactions were placed before the Audit Committee for the purpose of review and/or approval. During the year under review , the Company did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Company's Policy on Materiality of and dealing with Related Party Transactions' and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid policy is available on the Company's website at http://www.nextmediaworks.com/RPT-Policy-of-NMW.pdf. Reference of the Members is invited to Note no. 22 & 22A of the Annual Standalone Financial Statements, which set out the related party disclosures as per Ind AS-24.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures; (ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the loss of the Company for the year ended on March 31, 2024; (iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on a going concern basis; (v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and (vi) systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER THE ACT
Borrowing and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.
Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in note no. 2 to the Annual Standalone Financial Statements.
Board Meetings: Yearly calendar of Board meetings was prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2024, the Board met five(5) times on April 03, 2023, May 15, 2023, July 25, 2023, November 03, 2023 and January 16, 2024. For further details of these meetings, Members may please refer ‘Report on Corporate Governance' which forms part of this Annual Report.
Committees of the Board: At present, four standing Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and Banking & Finance Committee. During the year under review, recommendations of the aforesaid Committees, if any, were accepted by the Board. For further details of the Committees of the Board, Members may please refer ‘Report on Corporate Governance' which forms part of this Annual Report.
Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, KMPs & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company's website at https://www.nextmediaworks. com/NMW-Revised-Remuneration-Policy-Final.pdf.
The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosure(s) in relation thereto. Further, there was no change in the Remuneration Policy during the year under review.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder, and SEBI Listing Regulations, is addressed in the Company's "Whistle Blower Policy". In terms of the Policy, Directors/ employees/ stakeholders of the Company may report concerns about unethical behavior, actual or suspected fraud or any violation of the Company's Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The said policy is available on the Company's website at http://www.nextmediaworks.com/3.NMW-Details-of-establishment-of-Vigil-Mechanism-Whistle-Blower-Policy.pdf
Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employee's remuneration forms part of this Annual Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to investor. communication@radioone.in
Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as
"Annexure - C".
Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-24, is available on the website of the Company at https:// www.nextmediaworks.com/annual-return.php
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: Nil
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
No material changes/commitments have occurred after the end of financial year 2023-24 and till the date of this report, which affect the financial position of your Company.
CORPORATE GOVERNANCE
The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Ms. Malavika Bansal, Practicing Company Secretary, the Secretarial Auditor confirming the compliance of conditions of corporate governance, is annexed herewith as "Annexure - D".
SECRETARIAL STANDARDS
During the year under review, applicable provisions of Secretarial Standards i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
Internal Complaints Committee ("IC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company's policy in this regard, is available on the employee's intranet. The Company conducts regular classroom training sessions for employees and Members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.
INTERNAL FINANCIAL CONTROL
Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online compliance management tool with a centralized repository to cater to its statutory compliance requirements.
GENERAL
Your Director(s) state that during the year under review:
1. There were no Deposits accepted by the Company under Chapter V of the Act.
2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.
3. There was no change in the share capital of the Company.
4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.
5. The Company does not have any Employee Stock Option Scheme.
6. The Company has not transferred any amount to the General Reserve.
7. The provisions relating to Corporate Social Responsibility (CSR), enshrined under Section 135 of the Act, were not applicable on the Company.
8. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern' status and Company's operations in future.
9. The Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.
10. There was no change in the nature of business of the Company.
11. The Company is not required to maintain cost records as per Section 148(1) of the Act.
12. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.
13. There was no instance of onetime settlement with any Bank or Financial Institution.
14. The Company has not made any private placement of shares or fully or partially or optionally convertible debentures.
ACKNOWLEDGEMENT
Your Director(s) place on record their sincere appreciation for the co-operation and support extended by Ministry of Information & Broadcasting and all listeners, advertisers, stakeholders, including various government authorities, shareholders, investors, banks, etc. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.
Your Director(s) also place on record their deep appreciation of the committed services of the executives and employees of the Company.
For and on behalf of the Board