Whistle Blower Policy

  • Background

    Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement requires every company to establish a vigil mechanism. Accordingly, Sun TV Network Limited (the Company), which believes in highest ethical behavior, transparency, professionalism and accurate compliance with all laws, formulates the ‘Whistle Blower Policy’ to enable Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct.

    The Policy

    1. This policy shall be applicable to all permanent employees and directors of the Company.

    2. A permanent employee or a Director of the Company (hereinafter referred to as Complainant or Whistle Blower) can make a complaint on any of the following incidents;

    a) Any serious actual or suspected frauds

    b) Illegal or unethical conduct

    c) Actual or suspected violation of any law or regulation or code of conduct

    d) Dissemination of confidential or proprietary information of the Company.

    3. The Whistle Blower has to demonstrate or provide sufficient grounds for his /her concern but should not make any malicious allegations which would result in disciplinary action.

    4. This policy must not be used as a tool for raising malicious or unfounded allegations against people in authority and /or colleagues in general.

    5. The Audit Committee of the Company shall be responsible for effectively implementing and overseeing this policy.

    6. The Whistle Blower should submit the complaint on matters referred to above to the Managing Director.

    7. The complaint shall be in writing and must include as much information about the suspected violation. Anonymous complaint will not be entertained.

    8. If the complaint is against the Managing Director, it can be made to the Chairman of the Audit Committee of the Company. Directors when they blow the whistle they should send the complaint to the Chairman of the Audit Committee.

    9. The Whistle Blower shall raise the issue within a reasonable time but not later than two months.

    10. All complaints will be investigated promptly by the Managing Director or by any Committee formed by him in this regard. Based on a through examination of the findings, the Managing Director or the Committee formed in this regard shall submit the Report to the Chairman Audit Committee.

    11. All employees have a duty to cooperate in the investigation.

    12. If, at the conclusion of the said investigation, the Company determines that a violation has occurred, the Company will take effective remedial action commensurate with the nature of the offense. Reasonable and necessary steps will also be taken to prevent any further violations.

    13. No adverse action shall be taken or recommended against a Whistle Blower in retaliation to his blowing the whistle.

    14. Source of information to the Whistle Blower shall be disclosed to facilitate investigation.

    15. Every effort will be made to protect the Whistle Blower’s identity subject to any legal constraints that may arise from time to time.


CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

  • Over the years the Company has been involved in a number of activities, in the areas of health and education and contribution to Government funds through ‘Sun Foundation’ a trust formed by the Company. Accordingly the company decided to focus mainly on the following activities to be referred to as CSR activities.

    (i) Promoting preventive and general health care and sanitation;

    (ii) Promoting education by providing financial assistance to deserving educational institutions, meritorious and needy students, including special education and employment enhancing vocation skills, especially among children, women, elderly and the differently abled; promoting livelihood enhancement projects;

    (iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centre and such other facilities for senior citizens.

    (iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

    (v) Protection of national heritage, art and culture, including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

    (vi) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

    (vii) Contributing to rural development projects; and

    (viii) Such other activities and projects covered in Schedule VII to the Companies Act, 2013 from time to time.

    (b) Modalities and Implementation Schedule for execution of projects or programs or CSR activities:

    The Company will undertake its CSR activities either directly or through ‘Sun Foundation’ a trust formed by the Company or through a Registered Society or

    established by another company under Section 8 of the Companies Act, 2013 or even to collaborate with other entities. The implementation Schedule for CSR activities will be dependent on the availability of eligible projects.

    (c) Expenditure:

    The Company shall endeavor to spend, in every financial year at least 2% of the average net profits of the Company made during the 3 immediately preceding financial years for CSR Policy.

    For this purpose, "average net profit" shall be calculated in accordance with provisions of Section 198 of the Companies Act, 2013, after deducting therefrom the dividends that may be received from companies in India which are covered under and complying with the provisions of Section 135 of the Companies Act 2013.

    The Company will give preference to the local area(s) in and around our offices in India. The Company may use the CSR capacities of their own personnel in executing the CSR activities and also effectively monitoring the same but such CSR expenditure shall not exceed 5% of total CSR expenditure of the company in one financial year.

    (d) Monitoring Process:

    The Company Secretary & Compliance Officer shall submit a report to the CSR Committee annually about the end-use of contributions made.

    POLICY ON RELATED PARTY TRANSACTIONS
    (as per Clause 49 (VII) of the Listing Agreement)

    The Company shall enter into transactions with related parties only on Arm’s length basis, supported by agreement or formal letter. If the transaction is not on arm’s length basis, then necessary compliances under Companies Act, 2013 and/or Listing Agreement will be adhered to.

    For the purpose of the above clause, transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the company as per the last audited financial statements of the company.

    MATERIAL SUBSIDIARY

    For the purposes of Clause 49 (V) (D) of the Listing Agreement, a subsidiary shall be considered material if –

    a. Investment of the Company in the subsidiary exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year;

    OR

    b. If the subsidiary has generated 20% of the consolidated income of the company during the previous financial year.

    Presently there are no material subsidiaries.

    POLICY FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI)
    Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015)

    Sun TV Network Limited (the Company) shall adhere to the practices and procedures detailed in this Fair Disclosure Policy document, effective May 29, 2015 in order to ensure fair disclosure of events and occurrence that could potentially impact price of listed securities of the Company in the market.

    The Company shall follow the Principles of Fair Disclosures detailed hereunder:

    1. Prompt public disclosure of Unpublished Price Sensitive Information (UPSI) that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.

    2. Uniform and universal dissemination of UPSI to avoid selective disclosure.

    3. The Company Secretary and Compliance Officer of the Company will act as a Chief Investor Relations Officer to deal with dissemination of information and disclosure of UPSI.

    4. Prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

    5. Appropriate and fair response to queries on news reports and requests for verification of rumours by regulatory authorities.

    6. Ensuring that information shared with analysts and research personnel is not UPSI.

    7. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.

    8. Handling of all UPSI on a need-to-know basis.

    TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
    (Pursuant to Clause 49 (II) (B) (4) of the Listing Agreement)

    Brief Terms and Conditions pertaining to Appointment of Independent Directors of the Company:

    Sl No Name of Independent Director
    1 Mr. J. Ravindran
    2 Mr. M.K. Harinarayanan
    3 Mr. Nicholas Martin Paul
    4 Mr. R. Ravivenkatesh

    1. Roles and Responsibilities

    Independent Directors have the same general legal responsibilities to the Company as any other Director.

    Independent Directors of the Company, are required :

    • To act in accordance with the Company’s Articles of Association.

    • To discharge duties with due and reasonable care, skill and diligence.

    • Not to achieve or attempt to achieve any undue gain or advantage either to himself or to any related person/party.

    • To act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.

    • Not to involve in situation conflicting with the interest of the Company and to put the interests of Company and to put the interests of Company above others.

    In addition to the above requirements, role of the Independent Directors shall also include duties as prescribed in Schedule IV of the Companies Act, 2013.

    2. Liability

    Independent Director will be held liable in respect of such acts of omission or commission by the Company which had occurred with their knowledge, attributable through Board and with their consent or connivance where they have not acted diligently.

    Any breach of duties as an Independent Director will attract penal consequences as specified under the Companies Act, 2013 or any other applicable law in force.

    3. Remuneration

    Remuneration subject to applicable tax deduction at source, including sitting fees for attending meetings of the Board and its committees shall be in accordance with the decisions of the Board taken from time to time within overall limits prescribed in Companies Act, 2013. The Company shall also reimburse all reasonable and properly documented expenses that are incurred by a director in performing the duties of the Company.

    4. Confidentiality

    During their tenure, Independent Directors of the Company shall apply highest standards of confidentiality and not disclose to any person or Company, any confidential information, including commercial secrets, business and operation plans.

    5. Evaluation Process

    As a member of the Board, their performance will be evaluated annually. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee of the Board and shall be disclosed in the Company’s Annual Report.

    6. Compliance with Code(s)

    Independent Directors of the Company shall comply with -

    • Code of Conduct, as adopted by the Board

    • Whistle Blower Policy

    • Insider Trading Regulations as per Securities and Exchange Board of India (Prohibition of Insider Trading Regulations)

    7. Governing Law

    This appointment is governed by and shall be construed in accordance with the laws of India.

    FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

    Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company.

    On induction, the Independent Directors are given introduction to business overview and outline of corporate plan and orientation on statutory compliances. In addition to the above, regular updates on quarterly performances and major developments in the industry and in the Company are presented in quarterly Board Meetings.

    COMPOSITION OF COMMITTEES


      Name of Committee Name of Committee Members Category
    1. Audit Committee Mr. J. Ravindran
    Mr. M.K. Harinarayanan
    Mr. Nicholas Martin Paul
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director
    2. Nomination & Remuneration Committee Mr. J. Ravindran
    Mr. M.K. Harinarayanan
    Mr. Nicholas Martin Paul
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director
    3. Stakeholders Relationship Committee Mr. M.K. Harinarayanan
    Mr. J. Ravindran
    Mr. Nicholas Martin Paul
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director
    4. Risk Management Mr. Nicholas Martin Paul
    Mr. J. Ravindran
    Mr. M.K. Harinarayanan
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director

    CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

    Sitting fees payable to the Non-Executive Directors for attending the Board and Committee Meetings has been fixed at Rs.20,000/- respectively.

    Dividend Distribution Policy

    The Board of Directors (the "Board") of Sun TV Network Limited (the "Company") at its meeting held on May 26, 2017 has adopted this Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the "Listing Regulations."

    OBJECTIVE

    The objective of this policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend. The Company would endeavor to pay a steady stream of dividend while also keeping in view the Company’s policy of funding the long-term growth objectives from internal cash accruals.

    CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND

    The Board of Directors of the Company, while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors, while determining the dividend to be declared or recommended shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

    The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may compel holding back dividend payments to secure the long term interests of the Company.

    PARAMETERS TO BE CONSIDERED BEFORE RECOMMENDING DIVIDEND

    The Board of Directors of the Company shall consider the following financial / internal parameters while declaring or recommending dividend to shareholders:

    1. Profits earned during the financial year

    2. Profits earned during the financial year

    3. Retained Earnings of earlier years

    4. Earnings outlook for foreseeable future

    5. Expected future capital / liquidity requirements

    6. Any other relevant factors and material events

    The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders:

    1. Macro-economic environment - Significant changes in macro-economic environment materially affecting the businesses in which the Company operates.

    2. Regulatory changes – Introduction of new regulatory requirements or material changes in existing taxation or regulatory requirements, which significantly affect the businesses in which the Company is engaged.

    3. Technological changes which necessitate significant new investments in any of the businesses in which the Company is engaged.

    UTILISATION OF RETAINED EARNINGS

    The Company shall endeavor to utilize the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders.

    The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

    PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

    The Company has issued only one class of shares viz. equity shares. Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable regulations and will be determined, if and when the Company decides to issue other classes of shares.

    CONFLICT IN POLICY

    In the event of any conflict between this Policy and the provisions contained in the regulations, the regulations shall prevail.

    AMENDMENTS

    The Board may, from time to time, make amendments to this Policy to the extent required due to change in applicable laws and regulations or as deemed fit on a review.

    Contact information of the designated official of the Company who is responsible for assisting and handling investor grievances

    Mr. R. Ravi
    Company Secretary and Compliance Officer
    Tel: +91 44 4467 6767
    Fax: +91 44 4067 6161
    Email: tvinfo@sunnetwork.in