CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

  • PREAMBLE

    Sun TV Network Limited (“The Company/ Sun TV”) endeavours to conduct its business in an economically, socially and environmentally sustainable manner that is transparent and ethical, and by adopting appropriate business processes and strategies for the benefit and development of the society. The Company is committed to undertake activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and related Rules, as amended from time to time (“Act”), to fulfil its responsibilities as a corporate citizen

    In this regard, Sun TV proposes to formulate the following objectives on a part of its CSR activity to be implemented whether directly or indirectly through like-minded non- profit organizations.

    VISION

    To promote a Unified approach to CSR across all the divisions of the Company and to ensure the CSR policy is aligned with the core Values of Sun TV.

    OBJECTIVES

    1. To address issues of education among the underprivileged and create employment opportunities through vocational skill training institute and educational support etc.

    2. Provide financial assistance through educational scholarship programme for the children/ youth of lower and mid income group families.

    3. To support NGOs and like-minded NGOs to undertake activities in the areas of financial literacy, school dropout prevention, career guidance, counselling, women empowerment, education awareness, advocacy of banking and safe and fair market practices, digital literacy etc.

    4. Support the socially and economically underprivileged section of the society by providing opportunities to improve the quality of life.

    5. To empower communities by providing financial and technical assistance for sustainable social activities such as developing infrastructure for training, education, etc.

    6. To provide for development of Local Area (area in the city in which Sun TV’s Head/branch office are located) in terms providing assistance and infrastructure to local bodies, schools and public places.

    7. Relief to victims of Natural Calamities, contribution to Prime Minister’s relief fund and for disaster management.

    8. To undertake such other CSR activities permissible under Schedule VII of Act.

    IMPLEMENTATION

    Sun TV will implement its CSR activities directly or indirectly through NGOs/institutes/trusts as identified from time to time to achieve defined objectives. Such implementing agencies shall have an established track record as prescribed under the law.
    Sun TV may also collaborate with any company’s CSR project to achieve its objectives.

    PROJECTS

    Sun TV has identified the following CSR Programmes in line with the Schedule VII to the Companies Act, 2013, (“the Act”). Sun TV may undertake any activities specified hereunder based on comprehensive need assessment surveys of its stakeholders.:-

    1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation [including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water

    2. Supplementary education for the underprivileged children; Educational scholarship for the children/youth of lower income group, financial assistance to educational institutions to create awareness about science, sports etc. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

    3. 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.

    4. 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 art and handicrafts.

    5. Measures for the benefit of armed forces veterans, war widows and their dependents, [Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows].

    6. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports.

    7. Contribution to Prime Minister’s Relief Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.

    8. Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government.

    9. Grants to NGO’s, Trusts, Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organization (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);

    10. Rural development projects;

    11. Slum area development. For the purposes of this item, the term `slum area' shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force; and.

    12. Disaster management, including relief, rehabilitation and reconstruction activities

    RESOURCES

    1. Sun TV will provide 2% on its average of three consecutive years’ net profit for every year to undertake approved CSR activities.

    2. Sun TV may on its own do specified CSR activities directly or in association with other companies / trusts created for the purpose.

    3. Unutilized CSR fund for allocated projects will be used as corpus fund for the respective projects or use for other CSR projects as per the direction and approval of board of directors in line with the CSR Policy of the Company.

    4. If the Company fails to spend the allocated CSR amount, the Board shall in its report made under clause(o) of sub-section (3) of section 134 of Companies Act, 2013, specify the reasons for not spending the amount.

    BOARD OF DIRECTORS

    The Board of Directors shall perform the following Role with respect to Administration of CSR activities of the Company carried out in accordance with this policy as under:

    I. To approve the CSR Policy and the CSR Expenditure after taking into consideration the recommendations made by the CSR committee.

    II. Ensure the CSR spending every financial year of at least 2% of average net profits made during immediately preceding three financial years, in pursuance with the Policy.

    III. Ensure disclosure of the contents of the CSR Policy on the Company website.

    IV. Preparation of annual report on the CSR activities in the prescribed format as per the Companies Act, 2013.

    CSR COMMITTEE

    The CSR Committee as constituted will be responsible for identification and implementation of CSR activities of the Company. CSR Committee will be responsible for:

    1. Formulate and update CSR policy of Sun TV and place the same before the Board for approval.

    2. Formulate and recommend to the Board an Annual Action Plan covering following that are in line with the CSR Policy of the Company:

    a. The list of CSR activities, projects or programmes that are approved to be undertaken in the area of Schedule VII

    b. Manner of the execution of such projects

    c. Modalities of utilization of funds and implementation of schedule for the projects

    d. Monitoring and reporting mechanism for the projects or programmes; and

    e. Details of need and impact assessment, if any, for the project undertaken by the Company.

    3. Recommend the amount of CSR expenditure to be incurred on the activities referred in clause (2) for approval of the Board.

    4. Put monitoring mechanisms in place to track the progress of each project.

    5. Undertake such other duties and responsibilities as specified under the Act and the CSR Rules.

    CSR MANAGEMENT / EXECUTIVE COMMITTEE

    A committee comprising such management employees of the Company as deemed fit by the CSR Committee shall be constituted to ensure smooth and timely execution of the projects undertaken by the Company. The Committee will review the proposals for CSR projects/programs/activities and apprise the CSR Committee on developments on regular basis.

    MONITORING AND EVALUATION

    CSR Committee will review periodically all Sun TV social initiatives and the report will be submitted to the board of directors.

    The Company shall undertake impact assessment of its CSR projects/programs, if any, as required under the Act, through an independent agency.

    REPORTING

    Sun TV will make all the necessary disclosure and reporting as required under the Act and CSR Rules.

    AMENDMENT

    The Board of Directors of the Company, may at the recommendation of the CSR Committee or otherwise, are entitled to amend this Policy at any time. Any difficulties or ambiguities in the Policy will be resolved by the CSR Committee in line with the broad intent of the Policy and in consultation with the Board of Directors.

    In the event of any inconsistency between this Policy and the applicable laws, the applicable laws will prevail.

    The Policy shall stand amended in case of any statutory modifications / amendments in the Act or Rules pertaining to CSR to the extent of such amendment.

    DISCLOSURE

    All disclosures, display and reporting requirement related to CSR shall be made in accordance with the provisions of the Act and Rules made thereunder.

    VERSION CONTROL

    Sun TV 2.0 CSR POLICY was adopted by the Board of Directors of Sun TV Network Limited at their meeting held on 9th March 2022.

    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.

    CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (THE CODE)
    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.

    REMUNERATION POLICY

    This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement, as amended from time to time.

    Objective and purpose:

    (i.) To guide the board by laying down criteria and terms and conditions in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

    (ii.) To evaluate the performance of the members of the Board.

    (iii.) To recommend to the Board a policy, relating to the remuneration for Directors, Key Managerial Personnel and formulate criteria for remuneration payable to Senior Management Personnel and other employees.

    (iv.) To provide Key Managerial Personnel and Senior Management performance based incentives / rewards relating to the Company’s operations.

    (v.) To retain, motivate and promote talent and to ensure long-term sustainability of talented Senior Management and create competitive advantage through a structured talent review.

    Definitions:

    “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

    “Key Managerial Personnel” means:

    i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

    ii) Chief Financial Officer;

    iii) Company Secretary; and

    iv) Such other officer as may be prescribed.

    “Senior Managerial Personnel” means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

    APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

    i. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

    ii. The Company should ensure that it appoints or continues the employment of any person as Managing Director subject to the conditions laid down under Part I of Schedule V of the Companies Act, 2013.

    iii. To ensure that the Company shall appoint or continue the service of any person as Independent Director subject to the provisions of Section 149 read with Schedule IV and other applicable provisions of the Act and Clause 49 of the Listing Agreement.

    TERM / TENURE

    a) Managing Director / Whole-time Director:

    The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

    b) Independent Director:

    An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

    No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

    Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

    At the time of appointment it should be ensured that the number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

    EVALUATION

    The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

    REMOVAL

    The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

    RETIREMENT

    The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

    POLICY FOR REMUNERATION TO DIRECTORS / KMP / SENIOR MANAGEMENT PERSONNEL

    1) Remuneration to Managing Director / Whole-time Directors:

    • a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
    • b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

    2) Remuneration to Non- Executive / Independent Directors:

    • a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
    • b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
    • c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
    • d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
      • i. The Services are rendered by such Director in his capacity as the professional; and
      • ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

    3) Remuneration to Key Managerial Personnel and Senior Management:

    • a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.
    • b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time.
    • c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

    IMPLEMENTATION

    i. The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

    ii. The Committee may delegate any of its powers to one or more of its members.

    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. M.K. Harinarayanan
    2 Mr. Nicholas Martin Paul
    3 Mr. R. Ravivenkatesh
    4 Mr. Sridhar Venkatesh
    5 Mr. Desmond Hemanth Theodore
    6 Mrs. Mathipoorana Ramakrishnan

    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. Nicholas Martin Paul
    Mr. M.K. Harinarayanan
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    2. Nomination & Remuneration Committee Mr. M.K. Harinarayanan
    Mr. Nicholas Martin Paul
    Mr. R. Ravivenkatesh
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director
    3. Stakeholders Relationship Committee Mr. M.K. Harinarayanan
    Mr. Nicholas Martin Paul
    Mr. R. Ravivenkatesh
    Chairperson – Independent Director
    Member – Independent Director
    Member – Independent Director
    4. Risk Management Mr. Nicholas Martin Paul
    Mr. M.K. Harinarayanan
    Mr. R. Ravivenkatesh
    Member – Independent Director
    Member – Independent Director
    Member – Independent Director

    * Mr. J. Ravindran, Independent Director of the Company, has resigned from the Board of the Company and all the Committees of the Board with effect from the close of business hours of 24th September 2021 as he is at present unable to devote time to the Company.

    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.

CODE OF CONDUCT FOR MEMBERS OF THE BOARD OF DIRECTORS & SENIOR MANAGEMENT

  • The Board of Directors (The Board) of Sun TV Limited (the Company) has adopted the following code of conduct for directors and senior management. The senior management shall include the Chairman and Managing Director, Chief Financial Officer, Company Secretary, all Business Heads and all Functional Heads of the Company. This code is intended to commit the Board and the senior management to conduct the business of the Company in accordance with applicable laws, rules, regulations, highest standards of business ethics and to detect and prevent unethical conduct of business.

    CODE OF CONDUCT

    1. Strict compliance with applicable laws, rules and regulations: The Board and the senior management are expected to comply with all applicable laws, rules and regulations in letter and spirit.

    2. Honest and ethical conduct of business: The Board and senior management shall act in accordance with the highest standards of professional ethics, honesty, integrity and free from fraud or deception. Professional ethics refer to adherence to accepted professional standards of conduct.

    3. Conflict of interest: Any conflict of interest between the Company, the Directors and the Senior Management should be avoided. In case of any conflict of interest between the Company, the Directors and the Senior Management, the same should be disclosed in detail to the Chairman and Managing Director.

    Following are some of the instances of Conflict of interest:

    1. Where the personal interest of Director or Senior Management’s is adverse to the interests of the Company.

    2. Any immediate family member of the director or Senior Management as defined by Section 6 of the Companies Act, 1956, receives improper personal benefits as a result of any position held by the Director/Senior Management of the Company.

    3. Receipt of personal benefit by a Director, Senior Management or their relatives from a person, firm or a Company which is having any business relationship with the Company.

    4. Confidential Information: Confidentiality of all information shall be maintained by the Board and Senior Management and shall not disclose unless authorised or legally mandated. Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company's securities or any information a reasonable investor would consider important in making an investment decision. The Board and Senior Management must not use confidential information for their own advantage or profit.

    5. Compliance with the Listing Agreement: It shall be the responsibility of the Company and its management to comply with the Listing Agreement and its amendment thereof in letter and spirit and to make timely disclosures to the concerned Stock Exchanges.

    6. Non-use of Company’s Assets for personal benefit: The Board and the Senior Management shall not use the Company’s tangible and intangible assets, labour and information for personal benefit or gratification.

    7. Reporting of illegal or unethical behaviour to the Chairman and Managing Director: The Senior Management should encourage the employees of the Company to report to them any illegal or unethical behaviour which they come across while performance of their duties. Any illegal or unethical behaviour so reported to the Senior Management should be brought by them to the knowledge of the Chairman and Managing Director.

    8. Insider Trading: All Directors and Senior Management shall comply with the Insider Trading Regulations as laid down by SEBI and the Company.

    9. No Rights Created: This Code of conduct is a statement of certain fundamental principles, policies and procedures that govern the Officers of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

    POLICY ON DIVERSITY OF BOARD

    BACKGROUND

    The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 through its Article 19 and Part D of the Schedule II provides that the Nomination and Remuneration Committee should devise a Policy on Diversity of Board of Directors. Accordingly, the Nomination and Remuneration Committee of our Company (hereinafter referred to as Committee) formulated the Policy on Diversity of Board to assure that the Board is fully diversified and comprises of an ideal combination of executive and non- executive directors, including independent directors, with diverse backgrounds.

    POLICY STATEMENT

    The Company recognizes and believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing different skills, qualifications, professional experiences, knowledge, gender, background and other distinguished qualities etc. of the members of the Board. In the process of attaining a diverse Board based on the aforementioned criteria, the following should be taken into consideration.

    That the Board appointments should be based on merit that complements and expands the skills, experience and expertise of the Board as a whole taking into account discrete characteristics reflected in the Individual members, that the Board might consider relevant to function effectively and efficiently. The composition of the Board shall be in accordance with the Articles of Association of the Company, the Companies Act, 2013, LODR Regulations as well as other statutory, regulatory and contractual obligations of the Company.

    The Board shall have an optimum combination of Executive and Non-executive Directors and not less than fifty per cent of the Board of Directors shall comprise of Non-executive Directors. At least half of the Board should comprise of Independent Directors (where the Chairman of the Board is Executive) or at least one-third of the Board should comprise of Independent Directors (where the Chairman of the Board is Non-executive).

    The Company shall continue to have at least one Woman Director on the Board to ensure that there is no gender inequality on the Board.

    Knowledge and experience in domain areas such as Finance, Legal, Risk Management, Education sector, other Industry etc., should be duly considered while making appointments to the Board level. While appointing Independent Directors, care should be taken as to the independence of the proposed appointee.

    REVIEW OF THE POLICY

    The Committee will review this Policy periodically.

    AMENDMENTS TO THE POLICY:

    The Committee shall have the power to clarify any doubts or rectify any anomalies that may exist in connection with the effective execution of this Policy. The Board reserves the right to amend this Policy from time to time based on changing requirements as prescribed by SEBI/Stock Exchange(s) or any other appropriate Statutory Authority.

    CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

    The amended Code of Conduct for prevention of Insider Trading approved by the Board of Directors in their Meeting held on 20th March, 2019

    1. The Company Secretary of the Company Mr. R. Ravi has been appointed as the Compliance Officer who shall report to the Board of Directors and in particular, shall provide reports to the Chairman of the Audit Committee at least once in a year.

    2. The designated persons to be covered by this code of conduct on the basis of their role and function in the Company and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation, shall include: -

    • The Promoter, Managing Director, all Directors, Officers and Employees up to two levels below the Managing Director.
    • All Managers, Heads of the Departments of Sales and Marketing Departments and all employees of the Finance and Secretarial Department of the Company, Intermediary or Fiduciary and material Subsidiary.
    • The employees designated by the company to whom these trading restrictions shall be applicable, keeping in mind the objectives of this code of conduct.

    3. All information shall be handled within the Company on a need-to-know basis and no unpublished price sensitive information (UPSI) shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. The designated persons shall maintain the confidentiality of UPSI. The designated persons shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities.

    4. Designated Persons and immediate relatives of designated persons in the Company shall be governed by this internal code of conduct governing dealing in securities.

    5. Designated persons may execute trades subject to compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (Regulations). Towards this end, a notional trading window shall be used as an instrument of monitoring trading by the designated persons. The trading window shall be closed when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed. Trading restriction period can be made applicable from the end of every quarter till 48 hours after the declaration of financial results.

    12. The formats for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance and for reporting level of holdings in securities once in 6 months by designated employees, are annexed to the Code of Conduct for Prevention of Insider Trading.

    13. Without prejudice to the power of the Securities Exchange Board of India (SEBI) under the Act, disciplinary actions, including wage freeze, suspension, recovery, clawback etc., may be imposed, by the Company after due investigations for contravention of the code of conduct.

    14. The code of conduct shall specify that in case it is observed by the Company that there has been a violation of Regulations, it shall inform the SEBI promptly.

    15. Designated persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the company on an annual basis and as and when the information changes:

    • immediate relatives
    • persons with whom such designated person(s) shares a material financial relationship
    • Phone, mobile and cell numbers which are used by them

    In addition, the names of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on a one-time basis.

    Explanation – The term “material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.]

    16. The Company shall formulate a process for how and when people are brought ‘inside’ on sensitive transactions. Individuals should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information.

DUTIES OF INDEPENDENT DIRECTOR

The independent directors shall—

(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

(5) strive to attend the general meetings of the company;

(6) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

(7) keep themselves well informed about the company and the external environment in which it operates;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

(10) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

(12) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.


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.

POLICY ON PRESERVATION OF DOCUMENTS

  • BACKGROUND

    SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) require every Listed Company to formulate a policy on Preservation of Documents which has to be approved by the Board of Directors. In this context, the following policy has been framed by the Board of Directors of Sun TV Network Limited.

    OBJECTIVE OF THE POLICY

    The objective of this Policy is to classify the documents, records and registers of the Company which are required:

    (i) to be preserved permanently and

    (ii) to be preserved for a period of not less than 8 years.

    PRESERVATION OF DOCUMENTS

    The Company shall preserve all its documents as per the requirements and provisions of the Companies Act, 2013 and the rules made there under, the Secretarial Standards, the Listing Regulations and any other law, rules, regulations as may be applicable to the Company from time-to-time.

    Documents which are to be maintained permanently:

    The Company shall maintain the following documents on a permanent basis:

    a. The Original Signed and Stamped Memorandum of Association and the Articles of Association of the Company.

    b. Minutes of General Meetings, Board Meetings and various Committee Meetings

    c. Register of Members along with Index

    d. Foreign Register of Members, if any

    e. Register of loans, guarantee, security and acquisition made by the Company, if any

    f. Register of investments not held in its own name by the company, if any

    g. Register of contracts with related party and contracts and Bodies etc. in which directors are interested

    h. Register of Charges, if any

    i. Registers of Renewed and duplicate share certificates

    j. Registers of Directors and KMP

    k. Intellectual Property Documents shall include, but shall not be limited to Copyrights, Trademarks, Patents, and Industrial Designs. Intellectual Property Rights Documents that are owned by the Company shall be retained by the Company permanently.

    After the expiry of the statutory retention period, the preserved documents may be destroyed.

    Documents which are to be maintained for at least eight financial years:

    a. Books of account together with the vouchers relevant to any entry in such books of account

    b. Register of Debenture holders (including Foreign Register of Debentures) or Register for any other Securities issued by the Company, if any

    c. Copies of all Annual Returns

    d. Disclosure of Interest received from the Directors of the Company in the manner prescribed

    e. Attendance Registers, Notices, Agenda, Notes on Agenda and other related papers of General Meetings, Board Meetings and various Committee Meetings

    f. Instrument creating a Charge or modifying a Charge, if any

    g. Changes to the Memorandum of Association and the Articles of Association, if any

    h. Register of deposits accepted or renewed, if any

    i. Tax Records - Tax records including, but not limited to documents concerning tax assessment, tax filings, proof of deductions, tax returns, appeal preferred against any claim made by the relevant tax Authorities, shall be maintained for a period of 8 years or for a period of 8 years after a final Order has been received with respect to any matter which was preferred for Appeal, as the case may be

    MODE OF MAINTENANCE

    The Company shall maintain these records either in physical or electronic mode. The applicable provisions of law, rules and regulations with regard to electronic maintenance of records shall be adhered to.

    All the records shall be maintained as per the prescribed formats, if any, as amended from time-to-time under the various rules and regulations.

    DISPOSAL AND DESTRUCTION OF RECORDS

    After the expiry of the Statutory retention period, the preserved documents may be destroyed. Destruction of documents as a normal administrative practice shall be followed for the records which are duplicate/unimportant/irrelevant.

    This applies to both Physical and Electronic Documents. The documents may be destroyed as follows:

    a. Recycle non-confidential paper records;

    b. Shred or otherwise render unreadable confidential paper records; or

    c. Delete or destroy electronically stored data.

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
Sun TV Network Limited
Murasoli Maran Towers
73, MRC Nagar Main Road, MRC Nagar,
Chennai - 600 028, Tamil Nadu, India.

Tel: +91 44 4467 6767
Fax: +91 44 4067 6161
Email: tvinfo@sunnetwork.in

Mr. Premkumar
Karvy Fintech Private Limited
Karvy Selenium Tower
B, Plot No. 31 & 32, Financial District
Gachibowli, Hydrabad - 500 032

Tel: +91 40 6716 2222
Fax: +91 40 2300 1153
Email: einward.ris@karvy.com