Home  »  Company  »  Hindustan Media Vent  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Hindustan Media Ventures Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Report, together with the Audited Financial Statements for the financial year ended on March 31,2015.

Financial Results

Your Company''s performance during the financial year ended on March 31,2015, is summarized below:

(In RS. Lacs)

Particulars 2014-15 2013-14

Total Income 87,502.79 76,029.64

Earnings before interest, tax, 22,293.28 18,180.50 depreciation and amortization (EBITDA)

Less: Depreciation and 2,432.27 2,155.57 amortization expense

Less: Finance costs 1,053.59 568.63

Profit before Tax 18,807.42 15,456.30

Less: Tax Expense

* Current Tax 4,741.78 4,345.14

* Deferred Tax charge / (20.53) (9.80) (credit)

Profit for the year from 14,086.17 11,120.96 continuing operations

Add: Balance as per last financial 28,414.59 18,603.04 statements

Amount available for 42,500.76 29,724.00 appropriation

Appropriations -

* Proposed final equity 880.73 880.73 dividend [RS. 1.20/- per Equity Share of RS. 10/- each i.e., 12% (previous year - RS. 1.20/- per Equity share i.e. @ 12%)]

* Tax on proposed equity 179.29 149.68 dividend

* Transfer to General - 279.00 Reserve

* Adjustments in reserves 77.28 - on account of change in life of assets as per the Companies Act, 2013

Net surplus in the 41,363.46 28,414.59 Statement of Profit & Loss

Dividend

Your Directors are pleased to recommend a dividend of RS. 1.20 per Equity Share of RS. 10/- each i.e. @12% (previous year - RS. 1.20 per Equity Share i.e. @ 12%) for the financial year ended on March 31, 2015 and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of RS. 1,060.02 Lacs (previous year RS. 1,030.41 Lacs).

Company Performance and Future Outlook A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis section, which forms part of the Annual Report.

Risk Management

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The Company is exposed to various uncertainties and risks such as changing consumer behaviour, competition, raw material prices and economic uncertainties. Therefore, identification, measurement, monitoring and management of risks remain a key priority of the management. As a measure of good corporate governance, a systematic risk assessment & mitigation process is followed, for which a comprehensive Risk Management Policy has been framed at the group level. The Risk Management Policy describes the scope, objectives, processes, as well as roles and responsibilities of various functions. The risks are periodically reviewed by the management keeping in view the changing economic and business environment. The Audit Committee and Board of Directors are periodically apprised of key risks and mitigation measures.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Smt. Shobhana Bhartia, Chairperson and Shri Benoy Roychowdhury, Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment by the Members at the ensuing AGM.

During the year under review, Shri Ajay Relan, Shri Ashwani Windlass, Shri Shardul S. Shroff, Shri Piyush G. Mankad and Shri Vikram Singh Mehta were appointed as Independent Directors, not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term up to March 31, 2019. The members also approved the appointment of Shri Rajiv Verma, as a Non-executive Director, liable to retire by rotation. Further, Shri Benoy Roychowdhury was re-appointed as a Whole-time Director of the Company for a period of five years w.e.f April 1,2014.

All Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Appointment of Key Managerial Personnel: During the year under review, Shri Vivek Khanna, Chief Executive Officer; Shri Ajay Jain, Chief Financial Officer; and Shri Tridib Barat, Company Secretary who were already working with the Company in their respective positions, were appointed as Key Managerial Personnel under the provisions of the Companies Act, 2013.

Performance Evaluation

The Board undertook the initiative to conduct a formal evaluation of its own performance and that of its committees & individual Directors. The Nomination & Remuneration Committee led the evaluation process. The Independent Directors reviewed the performance of non-independent Directors, the Chairperson of the Company and the Board as a whole.

Structured questionnaire(s) were devised to facilitate the evaluation process.

The Board would use the results of the evaluation process constructively to improve its effectiveness, optimize individual strength of Directors and deliver performance & overall growth for the Company.

AUDITORS

Statutory Auditors

The members of the Company in their Annual General Meeting (AGM) held on September 8, 2014 appointed S.R. Batliboi & Co. LLP, as Statutory Auditors of the Company to hold office from the conclusion of that AGM, till the conclusion of the AGM to be held in calendar year 2016, subject to ratification of their appointment at the AGM to be held in calendar year 2015. In terms of the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, it is proposed to ratify the appointment of S.R. Batliboi & Co. LLP, as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in calendar year 2016. The Company has received a certificate from S.R. Batliboi & Co. LLP to the effect that the ratification of their appointment as Statutory Auditors shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed Shri N.C. Khanna, Company Secretary-in- practice (C.P No. 5143), as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "A". There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Related Party Transactions

All contracts / arrangements / transactions entered by the Company with related parties during the year under review, were in the ordinary course of business; and on arms'' length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on ''Materiality of and dealing with Related Party Transactions'' is uploaded on the Company''s website viz. www.hmvl.in.

Your Directors draw attention of the members to Note 32 of the financial statements which set out related party disclosures as per Accounting Standard -18.

Corporate Social Responsibilty

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee of Directors, in terms of Section 135 of the Companies Act, 2013. As on March 31,2015, the Committee comprised of three directors viz. Smt. Shobhana Bhartia (Chairperson), Shri Ajay Relan and Shri Priyavrat Bhartia. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company is available on the Company''s website viz. www.hmvl.in.

The Annual Report on CSR activities during FY-15 is annexed herewith as Annexure "B".

Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, your Directors report that:

i. in the preparation of the annual accounts for the financial year ended on March 31,2015, the applicable Accounting Standards have been followed and there are no material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2015; and of the profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Annual Accounts have been prepared on a ''going concern'' basis;

v. internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures Under the Companies Act, 2013

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of Loans given, Investments made and Guarantees/Securities given: The details of loans given, investments made and guarantees/securities given as applicable, form part of the notes to the financial statements.

Board Meetings: During the financial year ended on March 31, 2015, the Board met four times on May 7, 2014, July 21, 2014, October 15, 2014 and January 20, 2015. For further details, please refer Report on Corporate Governance section.

Committees of the Board: Currently, the Board has five standing committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Investment and Banking Committee and Stakeholders'' Relationship Committee. A detailed note on the Board and its Committees is provided under the Report on Corporate Governance section.

Remuneration Policy: The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors, Key Managerial Personnel and Senior Management and also fixing their remuneration.

Vigil Mechanism: The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to provide opportunity to Directors/ Employees/Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and/or Employee of the Company or any violation of the Code of Conduct. Further during the year under review, no case was reported under the Vigil Mechanism.

Particulars of Employees and Related Disclosures:In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the names and other particulars of employees are set out in the Annexure "C" to this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Board''s Report is being sent to the shareholders without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Members interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "D".

Extract of Annual Return: Extract of the Annual Return of the Company (in form MGT-9) is annexed herewith as Annexure "E".

Corporate Governance Report: The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement,

forms part of the Annual Report. The certificate issued by a Company Secretary-in-Practice, in terms of the requirements of the Listing Agreement is annexed herewith as Annexure "F".

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure "G".

No material changes/commitments affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

Your Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

General

Your Directors state that no disclosure is required in respect of the following matters as there was no transaction in relation thereto, during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in future.

Acknowledgement

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, advertisers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

(Shobhana Bhartia) Place: New Delhi Chairperson Date: May 14, 2015 DIN: 00020648


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their Report, together with the Audited Financial Statements for the financial year ended on March 31, 2014.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on March 31, 2014, is summarized below:

(Rs in Lacs) Particulars 2013-14 2012-13

Total Income 76,029.64 66,473.73

Earnings before interest, tax, depreciation and amortization (EBITDA) 18,180.50 14,101.96

Less: Depreciation and amortization expense 2,155.57 2,170.11

Less: Finance costs 568.63 527.61

Profit before Tax 15,456.30 11,404.24

Less: Tax Expense

- Current Tax 4,345.14 2,793.66

- Deferred Tax charge / (credit) (9.80) 158.31

Profit for the year from continuing operations 11,120.96 8,452.27

Add: Balance as per last financial statements 18,603.04 11,393.18

Amount available for appropriation 29,724.00 19,845.45

Appropriations -

- Proposed final equity dividend [Rs1.20/- per Equity Share of Rs10/- each i.e. 12% 880.73 880.73 (Previous Year – Rs1.20/- per Equity share i.e. @ 12%)]

- Tax on proposed equity dividend 149.68 149.68

- Transfer to General Reserve 279.00 212.00

Net surplus in the Statement of Profit & Loss 28,414.59 18,603.04

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs1.20 per Equity Share of Rs10/- each i.e., 12% (Previous Year – Rs1.20/- per Equity Share i.e. @ 12%) for the financial year ended on March 31, 2014 and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of Rs1,030.41 Lacs (Previous Year Rs1,030.41 Lacs).

OFFER FOR SALE

During the year under review, HT Media Limited, the promoter of the Company divested 19,39,027 equity shares of the Company through ''Offer for Sale of shares by promoters through the stock exchange mechanism'' route, to enable the Company to achieve ''Minimum Public Shareholding'', as required by law.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis, which forms part of the Annual Report.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on the loans availed.

DEPOSITS

Your Company has not accepted or invited any Public Deposits during the year.

DIRECTORS

During the year under review, Shri Vikram Singh Mehta and Shri Rajiv Verma were inducted on the Board of Directors of the Company as Additional Directors w.e.f. August 21, 2013. In terms of the applicable provisions of the Companies Act, 2013, Shri Vikram Singh Mehta and Shri Rajiv Verma hold office till the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, approval of the members is being sought for appointment of Shri Ajay Relan, Shri Ashwani Windlass, Shri Piyush G. Mankad, Shri Shardul S. Shroff and Shri Vikram Singh Mehta, Non-executive Independent Directors, as Independent Directors of the Company for 5 consecutive years for a term upto March 31, 2019. These directors fulfll the conditions specified in the Companies Act, 2013 and

rules made thereunder for appointment as Independent Directors. As required under Section 160 of the Companies Act, 2013, the Company has received notice alongwith requisite deposit from members, proposing the candidature of Shri Ajay Relan, Shri Ashwani Windlass, Shri Piyush G. Mankad, Shri Shardul S. Shroff, Shri Vikram Singh Mehta and Shri Rajiv Verma for appointment as Directors of the Company.

Shri Shamit Bhartia, Director, retires from office by rotation at the ensuing Annual General Meeting as per the provisions of the Companies Act, 2013 and being eligible, has offered himself for re-appointment.

Further, the Board of Directors at its meeting held on May 7, 2014 has approved, subject to approval of the shareholders at their ensuing Annual General Meeting, the re-appointment of Shri Benoy Roychowdhury as Whole-time Director for a period of 5 years w.e.f. April 1, 2014.

A brief resume, details of expertise and other directorships / committee memberships held by the above Directors, forms part of the notice convening the Annual General Meeting.

AUDITORS

The Statutory Auditors viz., S.R. Batliboi & Co. LLP, are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. In terms of the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, it is proposed to appoint S.R. Batliboi & Co. LLP as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2016, subject to the ratifcation of their appointment at the Annual General Meeting to be held in the calendar year 2015.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement, forms part of the Annual Report. The certifcate issued by a Company Secretary-in-Practice, in terms of the requirements of the Listing Agreement is annexed as Annexure – A.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is annexed to this Report as Annexure – B.

The particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 and the rules made thereunder, are annexed

to this Directors'' Report as Annexure - C. However, pursuant to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office address of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors report that:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014; and of the Profit of the Company for the year ended on March 31, 2014;

iii. proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

(Shobhana Bhartia) Chairperson Place: New Delhi DIN:00020648 Date: July 21, 2014


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their Report, together with the Audited Statement of Accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on 31st March, 2013, is summarized betow:

(Rs. in Lac)

Particulars 2012-13 2011-12

Total Income 66,473.73 61,576.73

Earnings before interest, tax, 14,101.96 11,445.82 depreciation and amortization (EBITDA)

Less: Depreciation and amortization 2,170.11 1,941.57 expense

Less: Finance costs 527.61 330.01

Profit before Tax 11,404.24 9,174.24

Less: Tax Expense

Current Tax 2,793.66 2,498.58

Deferred Tax charge / (credit) 158.31 140.79

Profit for the year from continuing 8,452.27 6,534.87 operations

Add: Balance as per last financial 11,393.18 6,046.92 statements

Amount available for appropriation 19,845.45 12,581.79

Appropriations -

- Proposed final equity dividend [amount 880.73 880.73 per share Rs. 1.20/- per Equity Share of Rs. 10/- each i.e., 12% (previous year - Rs. 1.20/- per Equity share i.e. @ 12%)]

- Tax on proposed equity dividend 149.68 142.88

- Transfer to General Reserve 212.00 165.00

Net surplus in the statement of 18,603.04 11,393.18 Profit & Loss

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per Equity Share of Rs. 10/- each i.e., 12% (previous year - Rs. 1.20/- per Equity share i.e. @ 12%) for the financial year ended on 31st March, 2013 and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of Rs. 1,030.41 Lac (previous year Rs. 1,023.61 Lac).

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis, which forms part of the Annual Report.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on the loans availed.

DEPOSITS

Your Company has not accepted or invited any Public Deposits during the year.

DIRECTORS

During the year under review, Shri Dipak C. Jain, Non-executive Independent Director and Shri Rajiv Verma, Non-executive Director, tendered their resignation from the Board of Directors of the Company w.e.f. 24th June, 2013. The Board places on record its sincere appreciation for the valuable services rendered by Shri Dipak C. Jain and Shri Rajiv Verma during their tenure on the Board of Directors of the Company.

Further, Smt. Shobhana Bhartia, Shri Benoy Roychowdhury and Shri Priyavrat Bhartia, Directors, retire from office by rotation at the ensuing Annual General Meeting as per the provisions of the Companies Act, 1956 and being eligible, have offered themselves for re-appointment. A brief resume, details of expertise and other directorships / committee memberships held by the above Directors, form part of the notice convening the Annual General Meeting.

AUDITORS

During the year under review, the Statutory Auditors viz. S.R. Batliboi & Co., has converted itself into a Limited Liability Partnership as S.R. Batliboi & Co. LLP w.e.f. 1st April, 2013. Their registration number with the Institute of Chartered Accountants of India (ICAI) i.e. 301003E remains the same post conversion.

The Statutory Auditors viz., S.R. Batliboi & Co. LLP, are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. In terms of the requirements under Section 224 (IB) of the Companies Act, 1956, the retiring Auditors have given a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Govemance in terms of Clause 49 of the Listing Agreement, forms part of the Annual Report. The certificate issued by a Company Secretary-in-Practice, in terms of the requirements of the Listing Agreement is annexed as Annexure - A.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (l)(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is annexed to this Report as Annexure - B.

The particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 and the rules thereunder, are annexed to this Directors'' Report as Annexure - C. However, pursuant to the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors report that:

i. in the preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013; and of the profit of the Company for the year ended on 31st March, 2013;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

Shobhana Bhartia

Chairperson

Place: New Delhi

Date: 26th June, 2013


Mar 31, 2012

The Directors are pleased to present their Report, together with the Audited Statement of Accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS

Your Company's performance during the financial year ended on 31st March, 2012, is summarized below:

(Rs. in Lac)

Particulars 2011-12 2010-11

Total Income 61,730.54 52,586.06

Earnings before interest, tax, depreciation and amortization 11,445.82 9,707.18 (EBITDA)

Less: Depreciation and amortization expense 1,941.57 1,644.69

Less: Finance costs 330.01 445.88

Profit before Tax 9,174.24 7,616.61

Less: Current Tax 2,498.58 1,728.59

Less: Deferred Tax charge 140.79 528.67

Profit for the year 6,534.87 5,359.35

Add: Balance as per last financial statements 6,046.92 1,540.57

Amount available for appropriation 12,581.79 6,899.92

Appropriations -

- Proposed equity dividend 880.73 733.94

- Tax on proposed equity dividend 142.88 119.06

- Transfer to General Reserve 165.00 0.00

Net surplus in the statement of profit & loss 11,393.18 6,046.92

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.20/- per Equity Share of Rs.10/- each i.e., 12% (previous year - Rs.1/- per Equity Share i.e. @ 10%) for the financial year ended on 31st March, 2012 and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of Rs.1023.61 Lac (previous year Rs.853 Lac).

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis, which forms part of the Annual Report.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on the loans availed.

DEPOSITS

Your Company has not accepted any Public Deposits during the year.

DIRECTORS

During the year under review, Shri Piyush G. Mankad and Shri Shamit Bhartia were inducted on the Board as Additional Directors w.e.f. 19th December, 2011.

In terms of the applicable provisions of the Companies Act, 1956, Shri Piyush G. Mankad and Shri Shamit Bhartia hold ofce till the ensuing Annual General Meeting. As required under Section 257 of the Companies Act, 1956, the Company has received notice alongwith requisite deposit from a member proposing the candidature of both Shri Piyush G. Mankad and Shri Shamit Bhartia for appointment as Directors of the Company liable to retire by rotation.

Further, Shri Ajay Relan, Shri Ashwani Windlass and Shri Shardul S. Shrof, Directors; retire from once by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. A brief resume, details of expertise and other directorships / committee memberships held by the above Directors, form part of the notice convening the Annual General Meeting.

AUDITORS

The Statutory Auditors of your Company, M/s. S.R. Batliboi and Co., are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. In terms of the requirements under Section 224 (1B) of the Companies Act, 1956 the retiring Auditors have given a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement, forms part of the Annual Report. The certificate issued by a Company Secretary-in-Practice, in terms of the requirements of the Listing Agreement is annexed as Annexure - A.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is annexed to this Report as Annexure - B.

The particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 and the rules there under, are annexed to this Directors' Report as Annexure - C. However, pursuant to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Once address of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors report that:

i. in the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012; and of the profit of the Company for the year ended on 31st March, 2012;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

Place: New Delhi (Shobhana Bhartia)

Date : 18th May, 2012 Chairperson


Mar 31, 2010

The Directors are pleased to present their Report, togother with the Audited Statement of Accounts tor the financial year ended on 31st March 2010.

FINANCIAL RESULTS

Your Companys performance during the financial year ended on 31- March 2010, is summarized below:

2009-10 2008-09

(Rs.) (Rs.)

Total Income 1.66,96.39.612 17.76.14.052

Profit before Depreciation/ Amortization Interest, 29,29.66,079 55,41,334

Exceptional Items and Tax (EBITDA)

Less: Depreciation 2,50.85,051 39,31.501

Profit before Exceptional Items and Tax 23,04,43,043 15,30.859

Less: Exceptional Iteme Nil Nil

Profit before Tax 23,04,43,043 15,30,859

Less: Provision for Taxation 4,55,10,069 6,50.945

Add; Deferred Tax Assets / (Liablities) (3.09,15,479) (97.421)

Profit after Tax but before prior period Item 15,40,17,495 7,82.493

Less: Prior period Item - Gratuity Expenses 65,47,618 -

Net profit for the year 14,74,69,877 7,62.493

Add: Profit brought forward from previous year 65,87,479 58.04.986

Balance carried to Balance Sheet 15,40,57,356 65,87,479

ACQUISITION OF HINDI BUSINESS

During the year under review, your Company acquired the Hind business undertaking of the holding company viz., HT Media Limited (HTML). w.e.f. 1st December, 2009, on a going concern basis by way of a stump sale. The Hindi business undertaking acquired by the Company comprises of Hindustan inducing Ravivasriya Hindustan. Hindi daily newspaper; Nandan & Kadambini, Hindi magazines; and internet portals of respective publications. Including all assets, labilities and employees, as the case may be pertaining to Hindi Business situated In premises located In the states of Bihar. Punjab. Haryana, Jharkhand. Delhi, Rajasthan, Uttar Pradesh 8 Uttaranchai.

Accordingly. the financial results of your Company for the financial year ended on 31st March. 2010 includes results of operations of the Hindi business undertaking acquired by the Company for the four-months period ended on 31st March, 2010.

PROPOSED INITIAL PUBLIC OFFERING (IPO)

As the members are aware, at the Extraordinary General Meeting held on 28th February. 2010. a Special Resolution was passed to give effect to an offer, issue and allotment of equity shares of the Company of face value of Rs.10/- each at par or at premium, up to an aggregate amount of Rs 350 Crore, in one or more tranches, subject to market conditions, in an IPO. through a book building process in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009. Accordingly, a Draft Red Herring Prospectus was filed with the Securities and Exchange Board of India on 5th March, 2010.

DIVIDEND

Your Directors do not consider It appropriate to recommend any dividend on Equity Shares for the financial year ended on 31st March, 2010

INCREASE AND RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company was increased re-classfied, as per details given below -

(1) with effect from 29th September. 2009. the Authorized Share Capital was re-classified 10 1.50.00.000 (One Crore Fifty Lac) Equity Shares or Rs.10/- each and 20.00.000 (Twenty Lac) Equity Shares of Rs. 10/- each with D Rights as 10 voting and or dividend (Class-B Shares)

(2) with effect from 5th January, 2010. the Authorized Share Capital was increased 10 Rs,77 Crore divided into 7.50.00.000 (Seven Crore Fifty Lac) Equity Shares of Rs 10/- each and 20.00.000 (Twenty Lac) Equity Shares of Rs. 10/- each with Differential Rights as to voting and/or dividend.

(3) with effect from 11th February. 2010, the Authorized Share Capital was increased to Rs.87 Crore Onded into 8.50.00.000 (Eight Crore Fifty Lac) Equity Shares of Rs,l0/- each and 20,00.000 (Twenty Lac) Equity Shares of Rs.10/- each with Differential Rights as to voting and or dividend,

(4) with effect from 28th February. 2010. the Authorised Share Capital was re-classified to Rs.87 Crore dividend into 8.70.00.000 (Eight Crore Seventy Lac) Equity Shares of Rs 10/- each only.

ISSUE OF FRESH CAPITAL

During the veer under review. the paid-up share capital of your Company was increased, as per following details

(1) On 14th January, 2010.6.96.508 and 37.338 Equity Shares of Rs10/- each were issued and allotted on a preferential basis. to HT Media Limited and Smt. Namrata Bharta (as trustee of HT Group Companies Employee Stock Option Trust) respectively, at 1 consideration of Rs.650/- per share (inclusive of a premium of Rs.640/- per share).

(2) On 21st- February 2010. 4.94.06.614 Equity Shares of Rs 10/- each were issued and alloned to the existing shareholders as fully paid Bonus Shares, in the ratio of 6.4 Equity Shares of Rs10/- each for every 1 Equity Share of Rs.10/- held on the Record Date i.e 20th February, 2010.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company tied up for a working capital of Rs 60 Crore and a Term Loan of Rs 136 Crore.

Your Company has met all its obligations towards repayment of principal and interest on the loan(s) availed.

DEPOSITS

The Company has not accepted any Public Deposits during the year.

DIRECTORS

Duong the year under review. Smt Shobhana Bhartia. Shri Prtyavrat Bharita. Shri Rajiv Verma. Shri Benoy Roycnovrfonury. were appointed as Addtional Directors on the Board of Directors w.e.1 6th January. 2010- Subsequently. Shri Ajay Relan. Shri Ashwani Windlass and Shri Shardul S Shroff were also appointed as Additional Directors (Independent) on the Board of Directors w. e. f 22nd February. 2010.

Further, Shri Benoy Roychowdhury was appointed as a Whole-time Director of the Company w e f. 23rd February 2010 whih was approved by the shareholders at the Extra Ordinary General Meeting held on 28th February. 2010

During. the year under review Shei V.K Charorla, Shri R.K Agrawal, Shri S.M. Agarwal and Shri Priyavrat Bhartia tendered their resignations(s) from the Board The Board places on record its sincere appreciation for the valuable services rendered by Shri V.K. Charoia. Shri R.K. Agrawal. Shri S M Agarwal and Shri Priyawal Bhartia during their tenure as Directors

In accordance with the provisions of Section 260 of the Companies Act. 1956, the Adottonal Directors viz Smt Shobhana Bhartia. Shri Rajiv Verma. Shri Benoy Roychowdhury. Shri Ajay Rohan, Shri Ashwani Windass and Shri Shardul S, Shroft, hold office till the conclusion of the ensuing Annual General Meeting The Company has received nonce along with requisted deposit under Section 257 of the Companies Act, 1956. proposing the candidature of Smt Shobhana Bhartia. Shri Rajiv verma. Sari Benoy Roychowdbury Shri Ajay Relan. Shri Ashwani Windlass. and Shri Shardul S. Shroff, for their appointment as Directors Nable to retire by -rotation

AUDITORS

The notes to accounts appearing in Schedule 22 of the Annual Financial Statements read with the Auditors Repot ore soft explanatory and (characters not visible). do not call for any further comments under Section 217(3) of the Companies Act. 1956.

The Statutory Auditors of your Company. M/s. S.R. (character not visible) and Co. Chartered Accountants, are due to retire at the ensuing Annual General Meeting and being eligible. have offered (character not visible) for re-appaintment In terms of the requirements under Section 224(1B) of the Companies act,. 1956 the retiring Auditors have given a certificate regarding their eligiblity for re-appointment as Auditors of the Company

STATUTORY INFORMATION

information pursuant Section 217(1) (0)

Absorption and Foreign Exchange Earnings and Outgo form part of this report as Annexure - A.

The particulars of employees required under Section 217(2AA) of the Companies Act. 1956 and the rules there under, are annexed to this Report as Annaxure-B

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act 1956, your Directors report that:

i in the preparation of the annual accounts for the financial year ended on 3V March. 2010. the applicable accounting standards nave been followed along with proper explanation relating to material departures.

ii such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and law view of the stale of affairs of the Company as at 31st March. 2010: and of the profit of the Company for the year ended on 31st March. 2010

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv the Annual Accounts have been prepared an a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting Banks. Customers. Suppliers, Employees and Shareholders of the Company.



For and on behalf of the Board

Place : New Delhi Shobhana Bhartia

Date : 26th April. 2010 Chairperson


Mar 31, 2009

The Directors are pleased to present the 7th Annual Report together with the Audited Statement of Accounts for the finan- cial year ended on 31st March, 2009.

FINANCIAL RESULTS

The highlights of performance of your Company during the financial year ended on 31st March, 2009 are as follows:

(Rs. in Crore)

PARTICULARS 2008-09 2007-08

Total Income 1357.77 1226.92

Profit before Interest, Depreciation, Tax & Exceptional Items 220.02 263.63

Interest 31.69 17.73

Profit before Depreciation, Tax & Exceptional Items 188.33 245.90

Depreciation 55.01 44.67

Profit before Tax & Exceptional Items 133.32 201.23

Exceptional Items 18.82 -

Profit before Tax 114.50 201.23

Provision for Taxes 3.45 51.28

Deferred Tax (charge) 25.82 5.40

Profit after Tax 85.23 144.55

Balance from previous years brought forward (Net of adjustment) 251.31 128.72

Amount available for appropriation 336.54 273.27

Appropriations - Transfer to:

General Reserve 5.00 11.00

Proposed Dividend on Equity Shares 7.05 9.37

Tax on Dividend Distribution 1.20 1.59

Balance carried forward to Balance Sheet 323.29 251.31

FY 09 has been one of the toughest years in recent times for your Company, attributable to unprecedented rise in input cost and dipping business sentiments. Nevertheless, during the year your Company achieved an overall 12% revenue growth, significantly expanded Hindi readership and steered the Business newspaper Mint to emerge as the No.2 Business daily and Fever 104 FM Radio business close to break-even.

During the year under review, a Scheme of Arrangement and Restructuring under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 between your Company and HT Music and Entertainment Company Limited (HTME), a subsidiary Company (the "Scheme") was sanctioned by the Honble Delhi High Court in terms of the Order passed on 19th March, 2009. The Scheme, inter alia, provides for demerger of Radio Business of HTME and transfer and vesting thereof into your Company w.e.f. 1s January, 2009 (Appointed Date). Upon effectiveness of the Scheme, the financial results of FY 09 also include the results from operations of the Radio business of HTME for the three-month period ended on 31st March, 2009.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Re. 0.30 per Equity Share of Rs. 21- each i.e. 15% (previous year @ Re. 0.40 per Equity Share of Rs. 2/- each i.e. 20%), for the financial year ended on 31st March, 2009 and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of Rs. 8.25 Crore (previous year Rs. 10.96 Crore).

RE-CLASSIFICATION OF SHARE CAPrTAL AND ISSUE OF FRESH EQUITY SHARES

During the year under review, the Authorised Share Capital of your Company of Rs. 72.50 Crore divided into 26,25,00,000 Equity Shares of Rs. 21- each and 20,00,000 Preference Shares of Rs. 100/- each was re-classified into 36,25,00,000 Equity Shares of Rs. 21- each, by way of a Postal Ballot process.

Pursuant to a Scheme of Arrangement and Demerger under Section 391 of the Companies Act, 1956 between your Com- pany and Go4i.com (India) Private Limited (GIPL), sanctioned by the Honble Delhi High Court on 13th September 2007, 22,600 Equity Shares of Rs. 21- each of your Company were allotted to the shareholders of GIPL during the year under review. These shares were admitted for listing on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 24,h October, 2008 and 27th October, 2008, respectively.

SCHEME OF ARRANGEMENT AND RESTRUCTURING

In terms of the Scheme of Arrangement and Restructuring between your Company and HT Music and Entertainment Com- pany Limited (HTME), sanctioned by the Honble Delhi High Court on 19th March, 2009, 7,69,230 Equity Shares of Rs. 21- each of your Company are to be issued to a shareholder of HTME namely, The Hindustan Times Limited (Holding Company).

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis, which forms part of the Annual Report.

BORROWINGS & DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on the loans availed.

Your Company tied up External Commercial Borrowing upto US $ 17.5 Mn. to part finance capital expenditure for expansion of Mumbai operations, out of which US $ 15.47 Mn. was drawn during the year under review.

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosed pursuant to Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is appearing in Annexure - A.

DEPOSTTS

Your Company has not accepted or invited any deposit(s) during the year.

JOINT VENTURE COMPANY

1. Metropolitan Media Company Private Limited (MMCPL)

MMCPL, the 50:50 Joint Venture between your Company and Bennett Coleman & Co. Limited, discontinued the publica- tion of its daily English morning tabloid METRO NOW", in view of its not being able to generate the desired levels of advertisement revenue despite being accepted well by the readers; and increase in newsprint prices. Towards explor- ing alternative viable business models, MMCPL decided to bring out hyper-local tabloids in the NCR region; and the first such weekly hyper-local has been launched in Gurgaon, which is fast gaining recognition amongst the readers and advertisers. During the year under review, MMCPL incurred a loss of Rs. 31.29 Crore.

2. HT Burda Media Limited (HT Burda)

HT Burda is a 51:49 Joint Venture between your Company and Burda Druck GmbH, Germany, a world- renowned leader in printing technology. This company has been incorporated as a subsidiary of your Company during the year under review, for undertaking third party printing by Rotogravure technology and pre-press work. The construction of a state-of-the-art printing facility at Greater Noida (UP.) is under full swing, and the same is likely to be operational by December, 2009. During the period ended on 31st March, 2009, HT Burda posted a loss of Rs. 4.76 Crore.

SUBSIDIARY COMPANIES

A brief of the activities under the subsidiary companies, during the year under review is as follows:

The name of Searchlight Publishing House Limited was changed to "Hindustan Media Ventures Limited"

HT Burda was incorporated as a subsidiary of your Company for undertaking third party printing and pre-press work

The name of Hindustan Media Limited was changed to "HT Digital Media Holdings Limited" (HT Digital)

As part of a business restructuring exercise, the investment of your Company in the Equity Share Capital of Firefly e- Ventures Limited (Firefly) was transferred to HT Digital, a wholly-owned subsidiary company. As a result thereof, Firefly is now a subsidiary company of HT Digital

HT Mobile Solutions Limited (HT Mobile) was incorporated as a subsidiary of HT Digital for undertaking mobile marketing solutions. HT Mobile is a 65:35 Joint Venture between HT Digital and VELTI PLC, a company incorporated in UK and a world-renowned leader in mobile marketing and mobile advertising technologies.

As at 31st March, 2009, your Company had the following subsidiary companies:

Hindustan Media Ventures Limited [HMVL] (formerly Searchlight Publishing House Limited)

- HT Music and Entertainment Company Limited [HT Music;]

- HT Burda Media Limited

HT Digital Media Holdings Limited (formerly Hindustan Media Limited)

Firefly e-Ventures Limited (subsidiary u/s 4(1 )(c) of tht= Companies Act, 1956 being subsidiary of HT Digital)

HT Mobile Solutions Limited (subsidiary u/s 4(1 )(c) of the Companies Act, 1956 being subsidiary of HT Digital)

The Company has received approval of the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, vide letter bearing no. 47/253/2009 - CL - III dated 14th May, 2009, granting exemption from attaching with the Annual Report of the Company for the financial year ended on 31st March, 2009, copies of Balance Sheet etc. of the aforesaid subsidiaries. The Company will make available and facilitate inspection at the Registered Office, the annual accounts of subsidiaries and the related information to the investors of the Company and the subsidiaries seeking informa- tion and inspection.

DIRECTORS

The year 2008 has left us with an irreparable loss of our illustrious Chairman Dr. K.K. Birla, who passed away on 30* August, 2008. Words fall short to describe the personality c>f Dr. Birla, a great nation-builder, philanthropist and patriot. We inherit from him, the legacy of Hindustan Times, which was nurtured under his leadership. We will, forever, remain deeply indebted to Dr. Birla for his invaluable contribution to the growth and development of the Company. With fond remembrance and sincere commitment to his values, we offer our humble tribute to Dr. Birla. Consequent upon his demise, Smt. Shobhana Bhartia took over as the Chairperson & Editorial Director w.e.f. 18ln September, 2008.

During the year under review, Shri Ajay Relan, an Independent Director, tendered his resignation from the Board of Directors of the Company w.e.f. 19th September, 2008. The Board places on record its sincere appreciation for the valuable services rendered by Shri Ajay Relan during his tenure on the Board of Directors of the Company. Further, consequent upon the resignation of Shri Relan, the Audit Committee was re-constituted by induction of Shri Y.C. Deveshwar in his place.

HPC (Mauritius) Limited vide letter dated 31st July, 2008 withdrew the nomination of Shri Roger Greville, from the Board of Directors of your Company. Accordingly, Shri Roger Greville tendered his resignation from the Board on 31st July, 2008. However, in view of the rich and varied experience of Shri Roger Greville, he was inducted on the Board as an Independent Additional Director w.e.f. 13th August, 2008. In terms of the; applicable provisions of the Companies Act, 1956, Shri Roger

Greville holds office till the ensuing Annual General Meeting. As required under Section 257 of the Companies Act, 1956, the Company has received a notice alongwith requisite deposit from a member proposing the candidature of Shri Roger Greville for appointment as Director of the Company liable to retire by rotation.

Shri Shamit Bhartia and Shri N.K. Singh, Directors retire from office by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. A brief resume, expertise and other directorships and committee memberships held by the above Directors, form part of Notice convening 7,n Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India (ICAI); the Consolidated Financial Statements presented by the Company alongwith the Annual Report include the financial information of subsidiaries namely HMVL, HT Music, HT Digital, HT Burda and Firefly alongwith proportionate interest of your Company in MMCPL

AUDITORS

The notes to accounts appearing in Schedule 22 of the Standalone Financial Statements read with the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

The Board of Directors have also taken note of the qualification made by the Auditors on the Accounts of subsidiary com- pany viz. Firefly and Joint Venture Company viz., MMCPL, regarding Deferred Tax Assets; and also the response of the management thereto appearing in Note no. 12 of Schedule 25 of the Consolidated Financial Statements, which is self ex- planatory.

The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co., Chartered Accountants, New Delhi, are due to retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. In terms of the requirements under Section 224 (1B) of the Companies Act, 1956, the retiring Auditors have given a certificate regarding their eligibility for re-appointment as Auditors of the Company.

POSTAL BALLOT

During the year under review, the members of the Company have approved by way of Postal Ballot process with over- whelming majority, results whereof were declared on 11th July, 2008, the following - (a) mortgage, hypothecation and/or otherwise charge immovable/movable properties of the Company in favour of banks/financial institutions/trustees for deben- ture-holders etc. for securing term loan and other financial facilities; (b) re-classification of Authorized Share Capital and consequent alteration in the Capital Clause of Memorandum of Association of the Company; (c) Alteration in the Objects Clause of Memorandum of Association of the Company; and (d) Alteration in the Articles of Association of the Company.

CORPORATE GOVERNANCE

Your Company is compliant with all the mandatory requirements of Clause 49 of the Listing Agreement of Stock Exchanges on Corporate Governance. The Report on Corporate Governance forms part of the Annual Report. The certificate issued by a Company Secretary-in-Practice in terms of the requirements of the Listing Agreement is annexed as Annexure - B.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is annexed to this Report as Annexure - C.

The particulars of employees required under Section 217 (2A) of the Companies Act, 1956 and the rules thereunder are annexed to this Report as Annexure - D. However, pursuant to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2009 and of the profit of the Company for the year ended on 31s March, 2009;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts on a going concern basis.

AWARDS AND ACCOLADES

During the year under review, your Company was the proud recipient of the following honours, amongst others:

- Noida plant won the Award for Mint Brand in IFRA Publish Asia: Best in Print Awards

- Greater Noida plant continuing its superiority in international quality domain, won an Award for Hindustan Times Brand in IFRA Publish Asia: Best in Print Awards

Asia Media Award for newspapers and magazines in the Asia Pacific and Middle East:

- Mint - Gold Award for best in newspaper special section

- Hindustan Times, Mumbai - best in photojournalism

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and co-operation extended by all stakeholders including Banks, Ministry of Information & Broadcasting and other Government authorities, Customers, Suppliers and Share- holders.

Your Directors also place on record their deep appreciation of the committed services of the executives, staff and workers of your Company.

For and on behalf of the Board SHOBHANA BHARTIA

Chairperson & Editorial Director Place: New Delhi Date: 18th May, 2009

 
Subscribe now to get personal finance updates in your inbox!