DIVIDEND DISTRIBUTION POLICY
1. PREAMBLE
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with SEBI (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2016, requires the top 1,000 companies (based on
market capitalization every financial year) to formulate a Dividend Distribution Policy,
which shall be disclosed in the Company’s Annual Report and on its website. The
Company is among these 1,000 companies as of March 31, 2021; the Board must therefore
set the framework for a dividend to shareholders as also the utilization of retained earnings.
The Policy, in the interest of providing transparency to shareholders, explains the
circumstances and different factors the Board will consider at the time of deciding on the
use of profits. The Policy reflects the intent of the Company to reward its shareholders by
distributing a portion of its profits after retaining sufficient funds for the business needs
and growth of the Company, keeping in mind external factors like the national economy as
well as an assessment of the overall financial strength of the Company and any material
subsidiary.
The Board of Directors (the “Board”) of M/s New Delhi Television Limited (the
“Company”), at its meeting held on May 20, 2021 has adopted this Dividend Distribution
Policy (the “Policy”), pursuant to the terms of Regulation 43A of the SEBI (LODR)
Regulations, 2015, read with SEBI (LODR) (Second Amendment), 2016. The Policy
is effective from this date on which it was approved by the Board.
2. DEFINITIONS
“Board” shall mean the Board of Directors of the Company;
“Companies Act” shall mean The Companies Act, 2013 and Rules thereunder, notified by
the Ministry of Corporate Affairs, Government of India, and as amended;
“Dividend” includes any interim dividend;
“Listed Entity / Company” shall mean New Delhi Television Limited;
“Policy” means Dividend Distribution Policy;
“Stock Exchange” shall mean a recognised Stock Exchange as defined under clause (f) of
Section 2 of the Securities Contracts (Regulation) Act, 1956.
3. POLICY
A. PARAMETERS AND FACTORS FOR DECLARATION OF DIVIDEND
The dividend pay-out decision of the Board depends upon the following financial
parameters, internal and external factors:
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Financial parameters and Internal Factors:
a) Operating cash flow of the Company;
b) Profit earned during the year;
c) Profit available for distribution;
d) Earnings per Share (“EPS”);
e) Working capital requirements;
f) Capital expenditure requirements;
g) Business expansion and growth;
h) Likelihood of crystallization of contingent liabilities, if any;
i) Additional investment in subsidiaries and associates of the Company;
j) Upgrading technology and physical infrastructure;
k) Creation of a contingency fund to deal with any matter of emergency as approved by
the Board;
l) Acquisition of businesses or suitable investments;
m) Cost of Borrowings;
n) Past dividend pay-out ratio / trends.
External Factors:
a) Economic environment;
b) Government regulations;
c) Capital markets;
d) Global conditions;
e) Statutory provisions and guidelines;
f) Dividend pay-out ratio of competitors with similar revenue.
B. CIRCUMSTANCES THAT WILL IMPACT DIVIDEND PAY-OUT
A dividend pay-out is a crucial decision as it determines the amount of profit to be
distributed among shareholders of the Company versus the amount of profit to be retained
in business. The decision must balance the dual objective of appropriately rewarding
shareholders and retaining profits in order to maintain a healthy capital adequacy ratio to
support future growth. The shareholders of the Company will not be paid a dividend in the
following circumstances, subject to discretion of the Board of Directors:
1) Proposed expansion plans requiring higher capital allocation;
2) Decision to undertake any acquisitions, amalgamation, merger, joint ventures, new
product launches, etc. which requires significant capital outflow;
3) Requirement of higher working capital for the purpose of business of the Company;
4) Proposal for buy-back of securities;
5) In the event of losses or inadequate profit.
C. UTILIZATION OF RETAINED EARNINGS
The Board will ask for earnings to be retained based on the available funds and on
increasing the value of shareholders’ investment in the Company. Decisions on
the utilization of the retained earnings of the Company shall be based on the following
factors:
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1) Improving the Company’s offerings to help it compete better in the market;
2) Expanding the Company’s offerings to allow for increased revenue;
3) Increasing staff or equipment or ancillary resources to help the Company consolidate
and grow its business;
4) Modernization plan including upgrading essential technology;
5) Replacement of capital assets;
6) Where the cost of debt is expensive;
7) Dividend payment;
8) Such other criteria as the Board may deem fit from time to time.
RATE/ QUANTUM OF DIVIDEND
It has always been the Company’s endeavour to deliver sustainable value to all its
stakeholders, as evident from the past dividend track record of the Company. The Company
will strive to distribute an appropriate level of profit to the shareholders in the form of
a dividend as determined by the Board and based on the parameters and factors explained
in this Policy.
D. MANNER OF DIVIDEND PAYOUT
Final Dividend:
i) Recommendation, if any, shall made by the Board, usually in the Board meeting
that considers and approves annual financial statements, subject to the approval
of the shareholders of the Company.
ii) The dividend, as recommended by the Board, shall be approved/declared at the
Annual General Meeting of the Company.
iii) The payment of dividends shall be made within the statutorily prescribed period
from the date of declaration to those shareholders who are entitled to receive the
dividend on the record date/book closure period, as per applicable law(s).
Interim Dividend:
i) An Interim Dividend, if any, shall be declared by the Board.
ii) Before declaring an Interim Dividend, the Board shall consider the financial
position of the Company.
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iii) The payment of dividends shall be made within the statutorily prescribed period
from the date of declaration to the shareholders entitled to receive the dividend
on the record date, as per the applicable laws.
iv) In case no Final Dividend is declared, an Interim Dividend paid during the year,
if any, will be regarded as the Final Dividend at the Annual General Meeting.
E. PARAMETERS FOR VARIOUS CLASSES OF SHARES
Since the Company has issued only one class of equity shares with equal voting rights,
all Members of the Company are entitled to receive the same amount of dividend per
share. 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
if and when the Company decides to issue any other classes of shares.
4. THE POLICY SHALL NOT APPLY TO
a) Determination and declaration of dividend on preference shares, as and when issued by
the Company, as the same will be per the terms of issue approved by shareholders;
b) Distribution of dividend in kind, for instance, by issue of fully or partly paid bonus
shares or other securities, subject to applicable law;
c) Distribution of cash as an alternative to payment of dividend by way of Buyback of
Securities.
5. CONFLICT IN POLICY
In the event of any conflict between this Policy and the provisions contained in the
regulations, the regulations shall prevail.
6. DISCLOSURES
The Dividend Distribution Policy shall be disclosed in the Annual Report and on the
website of the Company.
7. POLICY REVIEW AND AMENDMENTS
This Policy will be modified in accordance with the guidelines / clarifications as may be
issued from time to time by any relevant statutory and regulatory authority. The Board may
modify, add, delete or amend any of the provisions of this Policy. Any exceptions to the
Dividend Distribution Policy must be consistent with applicable regulations and must be
approved in the manner decided by the Board of Directors.
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