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SUN TV NETWORK LIMITED AGM Information 2019

Sep 27, 2019

61307_rns_2019-09-27_fd7d6984-a90e-41e3-aa24-da50922d4e44.pdf

AGM Information

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Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, India. Tel: +91-44-4467 6767, Fax: +91-44-4067 6161, E-mail: [email protected] Website: www.suntv.in CIN.: L22110TN1985PLC012491

27th September 2019

BSE Limited Floor No. 25, P J Towers, Dalal Street, Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza Bandra - Reclamation BandraKurla Complex, Bandra (E) Mumbai- 400 051

Scrip Code: 532733, Scrip Id: SUNTV

Symbol: SUNTV, Series: EQ

Sir,

Sub: Proceedings of 34th Annual General Meeting Ref: Disclosure under Regulation 30 & 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

*****

Pursuant to the Regulation 30 read with Para A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulati ons) as amended from time to time, please find enclosed the details of the proceedings of the 34th Annual General Meeting of the Company held on Friday, September 27, 2019 (commenced at 10.00 a.m. and concluded at 10.25 a.m.) at Kalaignar Arangam, Anna Arivalayam, 367 /369, Anna Salai, Teynampet, Chennai - 600 018.

Copy of the Scrutinizer's report along with requisite particulars of E-Voting results as per Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed for your information and record.

Thanking you,

For Sun TV Network Limited

R. Ravi Company Secretary & Compliance Officer Encl: as above

Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, India. Tel: +91-44-4467 6767, Fax: +91-44-4067 6161, E-mail: [email protected] Website: www.suntv. in CIN.: L22110TN1985PLC012491

PROCEEDINFGS OF 34TH ANNUAL GENERAL MEETING OF SUN TV NETWORK LIMITED HELD ON 27TH SEPTEMBER 2019

The 34th Annual General Meeting (the AGM) of the members of Sun TV Network Limited was held on Friday, 27th September 2019 at 10.00 a.m. at Kalaignar Arangam, Anna Arivalayam, 367 / 369, Anna Salai, Teynampet, Chennai - 600 018 and concluded at 10.25 a.m.

Mr. Kalan ithi Maran, Cha irman of the Company chaired the proceedings of the AGM.

The Chairman, welcomed the members at the Annual General Meeting of the Compan y.

The Chairman then announced that as the required quorum being present, the meeting was in order.

The Chairman then announced that the notice convening the meeting and Unmodified Auditor's Report having already been circulated is taken as read with the consent of the shareho lders present.

The Chairman, then informed the members that pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has extended remote e-voting facility to the members of the Company in respect of the businesses ment ioned in the Notice convening the AGM. Thee -voting period commenced at 9.00 a.m. on 24th September, 2019 and ended at 5.00 p .m on 26th September, 2019. Mrs. Lakshmmi Subramanian, Practicing Compan y Secretary, Chennai was appointed as scrutinizer to e-voting process.

Further the Chairman requested the members who have not voted electronicall y to cast their votes physically on the ballot paper and deposit the same in the ballo t box available at the venue.

The Chairman announced that the results of voting will be posted in the website of the Company within 48 hours from the conclusion of the meeting.

Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, India. Tel: +91-44-4467 6767, Fax: +91-44-4067 6161, E-mail: [email protected] Website: www.suntv.in CIN.: L22110TN1985PLC012491

The Resolutions passed by members briefly related to:

ORDINARY BUSINESS

    1. Adoption of Audited Financial Statements of the Compan y prepared under Indian Accounting Standards (Ind-AS) as on a standalone and consolidated basis, for the financial year ended March 31, 2019 including the Balance Sheet and the Statement of Profit & Loss Account for the financial year ended on that date, and the Reports of the Board of Directors (the Board) and Auditors thereon. (Ordinary Resolution)
    1. Confirmation of Interim Dividend already paid, as final dividend. (Ordinary Resolution)
    1. Appointment of a Director in the place of Mr. K. Vijaykumar, (DIN 03578076) who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

SPECIAL BUSINESS

    1. Ratification of Remuneration of Cost Auditor for the financial year ended 2019-20. (Ordinary Resolution)
    1. Regularise the appoint of Mrs. Mathipoorana Ramakrishan as an Independent Director. (Ordinary Resolut ion)

Thereafter, the clarification sought by the members were suitably answered and there being no other busi ness, the Chairman announced the formal closure of the 34th AGM. Mr. Mahesh Kumar, Managing Director of the Company proposed the voted of thanks.

For Sun TV Network Limited

R. Ravi

Company Secretary & Compliance Officer

SUN TV NETWORK LIMITED
Date of the AGM/EGM 27-09-2019
Total number of shareholders on record date 55797
No. of shareholders present in the meetingeither in person or through proxy:
Promoters and Promoter Group: 1
Public: 4814
No. of Shareholders attended the meetingthrough Video Conferencing
Promoters and Promoter Group: Not Applicable
Public: NotApplicable

Resolution No. 1
Resolution required:(Ordinary/ Special) ORDINARY -Adoption of Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Report of theBoard of Directors and Auditors thereon
Whether promoter/promoter group areinterested in theagenda/resolution? No
Category Mode ofVoting No. ofshares held(1) No. of votespolled (2) % of VotesPolled onoutstandingshares(3)=((2)/(1))*100 No. of Votes-in favour(4) No. ofVotes -against (5) % of Votes infavour on votespolled(6)=[(4)/(2)]*100 %of Votesagainst on votespolled(7)=((5)/(2)]* 100 VotesInvalid VotesAbstained
E-Voting 29,55,63,457 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Promoter and PromoterGroup Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
E-Voting 6,03,34,697 84.9753 6,02,33,095 1,01,602 99.8316 0.1683 0 14,22,116
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Institutions Postal Ballot(if applicable) 7,10,02,665 0 0.0000 0 0 0.0000 0.0000 0 0
Total 6,03,34,697 84.9753 6,02,33,095 1,01,602 99.8316 0.1684 0 1422116
E-Voting 1,38,83,232 50.4505 1,38,83,184 48 99.9996 0.0003 0 0
Public-Non Institutions Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Postal Ballot(if applicable) 2, 75,18,498 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,38,83,232 50.4505 1,38,83,184 48 99.9997 0.0003 0 0
Total 39,40,84,620 36,97,81.386 93.8330 36,96,79,736 1,01,650 99.9ns 0.0275 0 -~ --

Resolution No. 2
Resolution required:(Ordinary/ Special) ORDINARY - Confirmation of Interim Dividend already paid, as final dividend for the financial year ended March 31, 2019.
Whether promoter/promoter group areinterested in theagenda/resolution? No
Category Mode ofVoting No. ofshares held(1) No. of votespolled (2) %of VotesPolled onoutstandingshares(3)=((2)/(1))*100 No. of Votes-in favour(4) No. ofVotes -against (5) % of Votes infavour on votespolled(6)=[(4)/(2))*100 % of Votesagainst on votespolled(7)=[(5)/(2)]*100 VotesInvalid VotesAbstained
E-Voting 29,55,63,457 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Promoter and PromoterGroup Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
E-Voting 6,03,94,769 85.0599 6,02,93,167 1,01,602 99.8317 0.1682 0 13,62,044
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Institutions Postal Ballot(if applicable) 7,10,02,665 0 0.0000 0 0 0.0000 0.0000 0 0
Total 6,03,94, 769 85.0599 6,02,93,167 1,01,602 99.8318 0.1682 0 1362044
E-Voting 1,38,83,208 50.4505 1,38,83,095 113 99.9991 0.0008 0 24
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Non Institutions Postal Ballot(if applicable) 2,75,18,498 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,38,83,208 50.4505 1,38,83,095 113 99.9992 0.0008 0 24
Total 39,40,84,620 36,98,41,434 93.8482 36,97,39,719 1,01,715 99.9725 0.0275 0 1362068

Resolution No. 3
Resolution required:(Ordinary/ Special) ORDINARY -appointment. To re-appoint a Director in the place of Mr.K.Vijaykumar DIN 0357 8076 who retires by rotation and b eing eligible, offers himself for re-
Whether promoter/promoter group areinterested in theagenda/resolution? No
category Mode ofVoting No. ofshares held(1) No. of votespolled (2) %of VotesPolled onoutstandingshares(3)=((2)/(1)]*100 No. of Votes-in favour(4) No. ofVotes-against (5) % of Votes infavour on votespolled(6)=((4)/(2))*100 % of Votesagainst on votespolled(7)=[(5 )/(2)]*100 VotesInvalid VotesAbstained
E-Voting 29,55,63,457 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Promoter and PromoterGroup Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
E-Voting 5,78,92,372 81.5355 5,63,56,205 15,36,167 97.3465 2.6534 0 38,64,441
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Institutions Postal Ballot(if applicable) 7,10,02,665 0 0.0000 0 0 0.0000 0.0000 0 0
Total 5,78,92,372 81.5355 5,63,56,205 15,36,167 97.3465 2.6535 0 3864441
E-Voting 1,38,83,232 50.4505 1,38,83,133 99 99.9992 0.0007 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Non Institutions Postal Ballot(if applicable) 2,75,18,498 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,38,83,232 50.4505 1,38,83,133 99 99.9993 0.0007 0 0
Total 39,40,84,620 36,73,39,061 93.2132 36,58,02,795 15,36,266 99.5818 0.4182 - ____ 2864441

( )

Resolution No. 4
Resolution required:(Ordinary/ Special) ORDINARY - Ratification of Remuneration of the Cost Auditor for the financial year ending March 31, 2020
Whether promoter/promoter group areinterested in theagenda/resolution? No
Category Mode ofVoting No. ofshares held(1) No. of votespolled (2) % of VotesPolled onoutstandingshares(3)=((2)/(1)]*100 No. of Votes-in favour(4) No. ofVotes -against (5) % of Votes infavour on votespolled(6)=((4)/(2))*100 % of Votesagainst on votespolled(7)=[(5 )/(2))* 100 VotesInvalid VotesAbstained
E-Voting 29,55,63,457 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Promoter and PromoterGroup Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
E-Voting 6,03,94,769 85.0599 6,02,93,167 1,01,602 99.8317 0.1682 0 13,62,044
Poll 7,10,02,665 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Institutions Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 6,03,94,769 85.0599 6,02,93,167 1,01,602 99.8318 0.1682 0 1362044
E-Voting 1,38,83,232 50.4505 1,38,83,097 135 99.9990 0.0009 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Non Institutions Postal Ballot(if applicable) 2,75,18,498 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,38,83,232 50.4505 1,38,83,097 135 99.9990 0.0010 0 0
Total 39,40,84,620 36,98.41.458 93.8482 36,97,39.nl 1,01,737 _ 99.9725 0.0275 0 1362044

Resolution No. 5
Resolution required:(Ordinary/ Special) ORDINARY - Regularise the appoin tment of Mrs . Mathipooran a Ramakrishanan as an Independent Director of the Company.
Whether promoter/iromoter group areinterested in theagenda/resolution? No
Category Mode ofVoting No. ofshares held(1) No. of votespolled (2) % of VotesPolled onoutstandingshares(3)=((2)/(1))*100 No. of Votes-in favour(4) No. ofVotes -against (5) % of Votes infavour on votespolled(6)=((4)/(2))*100 %of Votesagainst on votespolled{7)=((5)/(2)]*100 VotesInvalid VotesAbstained
E-Voting 29,55,63,457 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Promoter and PromoterGroup Postal Ballot(if applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 29,55,63,457 100.0000 29,55,63,457 0 100.0000 0.0000 0 0
E-Voting 5,69,70,146 80.2366 5,04,39,919 65,30,227 88.5374 11.4625 0 47,86,667
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Institutions Postal Ballot(if applicable) 7,10,02,665 0 0.0000 0 0 0.0000 0.0000 0 0
Total 5,69,70,146 80.2366 5,04,39,919 65,30,227 88.5375 11.4625 0 4786667
E-Voting 1,38,83,232 50.4505 1,38,83,079 153 99.9988 0.0011 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
Public-Non Institutions Postal Ballot(if applicable) 2, 75,18,498 0 0.0000 0 0 0.0000 0.0000 0 0
Total 1,38,83,232 50.4505 1,38,83,079 153 99.9989 0.0011 0 0
Total 39,40,84,620 36,64,16,835 92.9792 35,98,86.455 65,30,380 98.2178 1.7822 0 4786667

Lakshmmi Subramanian & Associates

LAKSHMMI SUBRAMANIAN, B.Com., Fcs P.S. SRINIVASAN, B.A., LLB., A.c.s S. SWETHA, 8.Com., FCS

Consolidated Scrutinizer's Report Practising Company Secretaries

[Pursuant to Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 as amended]

To,

The Chairman of 34th Annual General Meeting of the Shareholders of M/s. Sun TV Network Limited held on Friday, 27th September, 2019 at 10.00 a.m. at Kalaignar Arangam, Anna Arivalayam, 367/369, Anna Salai, Teynampet, Chennai - 600 018.

Dear Sir,

    1. I, Lakshmi Subramanian, a Practising Company Secretary, have been appointed as a scrutinizer by the board of Directors of M/s . Sun TV Network Limited (The Company) for the purpose of
    • (i) Scrutinizing the E-voting process (Remote e-voting) under the provisions of section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 as amended (Rules) and,
    • (ii) Poll under the provisions of section 109 of the Companies Act, 2013 read with Rule 21 of the rules, on the resolutions contained in the notice to the 34th Annual General Meeting of the Shareholders of M/s. Sun TV Network Limited held on 27th September , 2019 at 10 A.M at Kalaignar Arangam, Anna Arivalayam, 367/369 , Anna Salai, Teynampet, Chennai - 600 018 .

The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic means (i.e. by remote e-voting and voting by poll at the AGM) for the resolutions contained in the notice to the 34th Annual General Meeting (AGM) of the Shareholders of the Company. My responsibility as a scrutinizer for the voting process of voting through electronic means (i.e. by remote e-voting and poll at the AGM) is restricted to make a consolidated Scrutinizer's report of the votes cast ; in favour or against the resolution based on the reports generated from the e-voting system provided by Mis . Karvy Fintech Private Limited , the agency authorized under the Rules and engaged by the Company to provide e-voting facilities for voting through electronic means (i.e. by remote e-voting) and the Physical Ballot voting data compiled , generated and provided by the same .

  1. I have issued separate Scrutinizer 's Report dated 27th September , 2019 on the remote evoting through electronic system and on the poll on the resolutions contained in the notice to the AGM . I submit herewith my consolidated scrutinizer 's report on the results of voting through electronic means (i.e. by remote e-voting and poll at the AGM) mffi..:... ~~"'

"Murugesa Naicker Office Complex", 81, Greams Road, Chennai 600 006. Ph: 28292272, 28292273 Fax: 044-42142061, Cell: 9841015012, 9841047966 e-mail : [email protected], [email protected]

1-To receive, consider and adopt the Financial Statements of the Company prepared under Indian Accounting Standards (Ind-AS) as on a Standalone and Consolidated basis, for the financial year ended 31st March, 2019 and the Reports of the Board of Directors (the Board) and Auditors thereon

Nature of resolution: Ordinary Resolution

Voting requirement: Simple majority

Particulars Numberof Representative
Members Numberof
Shares
Total number of E-Voting options received (E-Votinq) 237 371258868
Total Number of Ballot Papers Received (Physical Voting) NIL NIL
Voted in Less Numbers (E-Voting) - 55366
Invalid Votes:
E-voting (Abstained) 7 1422116
Physical Votinq NIL NIL
Total Valid Votes
Evoting 230 369781386
Physical Voting NIL NIL
Out of the above:
Number of valid votes cast in favour of the Resolution (E-Voting) 217 369679736
Number of valid votes cast in favour of the Resolution (Physical
Voting) NIL NIL
Number of valid votes cast in against the Resolution (Both under
E-votinq and Physical Voting) 13 101650
Percentage to the total valid votes received in favour of the
resolution (Both under E-votinq and Physical Votinq) 99.97%

Result: The above resolution requiring requisite majority for passing as an Ordinary Resolution was received.

2- To confirm the Interim Dividends of Rs. 5.00/- per Equity share (100%) of face value of Rs.5 each declared on August 10, 2018, and Rs. 2.50/- per equity share (50%) respectively declared on November 02, 2018, February 08, 2019 and March 8, 2019 already paid, as final Dividend for the financial year ended March 31, 2019.

Nature of resolution: Ordinary Resolution

Voting requirement: Simple majority

Particulars Numberof Representative
Members Numberof
Shares
Total number of E-Voting options received (E-Voting) 237 371258868
Total Number of Ballot Papers Received (Physical Votina) NIL NIL
Voted in Less Numbers (E-Voting) - 55366
Invalid Votes:
E-votino (Abstained) 7 1362068
Physical Voting NIL NIL
Total Valid Votes
Evoting 230 369841434
Physical Votina NIL NIL
Out of the above:
Number of valid votes cast in favour of the Resolution (E-Votina) 213 369739719
Number of valid votes cast in favour of the Resolution (Physical
Voting) NIL NIL
Number of valid votes cast in against the Resolution (Both under
E-voting and Physical Voting) 17 101715
Percentage to the total valid votes received in favour of the
resolution (Both under E-voting and Physical Voting) 99.97%

received.

3- To appoint a Director in place of Mr. K. Vijaykumar (DIN:03578076) who retires by rotation, and being eligible, off ers himse lf for reappointme nt.

Nature of resolution: Ordinary Resolution Voting requirement: Simple majority

Particulars NumberofMembers RepresentativeNumberof
Shares
Total number of E-Voting options received (E-Voting) 237 371258868
Total Number of Ballot Papers Received (Physical Voting) NIL NIL
Voted in Less Numbers (E-Voting) - 55366
Invalid Vot es:
E-votina (Abstained) 8 3864441
Physical Votina NIL NIL
Total Valid Votes
Evoting 229 367339061
Physical Voting NIL NIL
Out of the above:
Number of valid votes cast in favour of the Resolution (E- Voting) 207 365802795
Number of valid votes cast in favour of the Resolution (PhysicalVoting) NIL NIL
Number of valid votes cast in against the Resolution (Both under
E-voting and Physical Votina) 22 1536266
Percentage to the total valid votes received in favour of theresolution (Both under E-votina and Physical Votina) 99.58%

Result: The above resolution requiring requisite majority for passing as an Ordinary Resolution was received .

SPECIAL BUSINESS

4- Ratification of the remuneration of Cost Auditor.

Nature of resolution: Ordinary Resolution Voting requirement: Simple majority

Particulars NumberofMembers RepresentativeNumberof
Shares
Total number of E-Voting options received (E-Voting) 237 371258868
Total Number of Ballot Papers Received (Physical Voting) NIL NIL
Voted in Less Numbers (E-Voting) - 55366
Invalid Votes:
E-votina (Abstained) 6 1362044
Physical Votina NIL NIL
Total Valid Votes
Evoting 231 369841458
Physical Voting NIL NIL
Out of the above:
Number of valid votes cast in favour of the Resolution (E-Voting) 215 369739721
Number of valid votes cast in favour of the Resolution (PhysicalVoting) NIL NIL
Number of valid votes cast in against the Resolution (Both under
E-votina and Physical Votina) 16 101737
Percentage to the total valid votes received in favour of theresolution (Both under E-votina and Phvsical Voting) 99.97%

Result: The above resolution requiring requisite majority for passing as an Ordinary Resolution was received.

5- To regularize the appointment of Mrs. Mathipoorana Ramakrishnan as an Independent Director.

Nature of resolution: Ordinary Resolution Voting requirement: Simple majority

Particulars Numberof Representative
Members Numberof
Shares
Total number of E-Voting options received (E-Votina) 237 371258868
Total Number of Ballot Papers Received (Physical Voting) NIL NIL
Voted in Less Numbers (E-Voting) - 55366
Invalid Votes:
E-voting (Abstained) 14 4786667
Physical Voting NIL NIL
Total Valid Votes
Evotina 223 366416835
Physical Votina NIL NIL
Out of the above:
Number of valid votes cast in favour of the Resolution (E-Voting) 175 359886455
Number of valid votes cast in favour of the Resolution (Physical
Voting) NIL NIL
Number of valid votes cast in against the Resolution (Both under
E-voting and Physical Voting) 48 6530380
Percentage to the total valid votes received in favour of the
resolution (Both under E-voting and Physical Voting) 98.22%

Result: The above resolution requiring requisite majority for passing as an Ordinary Resolution was received .

Therefore I am forwarding the consolidated voting results casted through E-voting and Poll for the 34th Annual General Meeting of the Shareholders of M/s. Sun TV Network Limited held on 27th September, 2019 at 10.00 a.m. at Kalaignar Arangam , Anna Arivalayam, 367/369, Anna Salai, Teynampet, Chennai - 600 018.

ramanian & Associates

Scrutinizer

Date: 27.09.2019