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Notes to Accounts of Hindustan Media Ventures Ltd.

Mar 31, 2015

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

HT Media Limited ("Holding Company") holds 74.30% of Equity Share Capital of the Company. The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan'' and ''Kadambani''.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Share capital

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March, 2015, the amount of per share dividend proposed as distribution to equity shareholders was Rs. 1.20 (Previous Year Rs. 1.20).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Shares reserved for issue under options

For details of share reserved for issue under Employees Stock Option Plan (ESOP) of the Company, refer note 38.

4. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs. 26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs. 10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21,2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

b) Expenses aggregating to Rs. 1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs. 448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

5. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

6. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed years of service. The Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

7. Names of Related Parties

Name of related parties where control exists whether transactions have occurred or not

HT Media Limited (Holding Company)

The Hindustan Times Limited #

Earthstone Holding (Two) Limited ##

Fellow Subsidiaries (with whom transactions have occurred during the year)

Firefly e-Ventures Limited

HT Mobile Solutions Limited

HT Overseas Pte. Ltd.

HT Learning Centers Limited

Topmovies Entertainment Limited

Key Management Personnel and their relatives (with whom Benoy Roychowdhury (Whole time Director) transactions have occurred during the year)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

## Earthstone Holding (Two) Limited is the holding Company of The Hindustan Times Limited

8. Leases

Rental expenses in respect of operating leases are recognized as an expense in the statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs. 941.19 Lacs (Previous Year Rs. 908.96 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

* Not later than one year is Rs. 28.89 Lacs (Previous Year Rs. 28.88 Lacs);

* Later than one year but not later than five years is Rs. 115.52 Lacs (Previous Year Rs. 115.52 Lacs);

* Later than five years is Rs. 160.12 Lacs (Previous Year Rs. 189.00 Lacs).

9. Contingent Liability and other Commitment

a) Claims against company not acknowledged as debts

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

a) The Company has filed a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs. 73.37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 12.50 lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. 73.37 73.37

b) The Company has filed a petition before the Hon''ble Patna High Court against the demand of Rs. 10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress inthe matter during the year. 10.07 10.07

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31,2015

(b) Capital Commitment

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

Estimated amount of contracts remaining to be executed on capital account and not 2,112.52 418.88 provided for (net of capital advances)

10. Share Based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs. 10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs. 10 each per option.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

11. CSR Expenditure:

Pursuant to the applicability of CSR (Corporate social responsibility) provisions of the Companies Act, 2013, the Company has made the requisite expenditure towards CSR as per details below:

a) Gross amount required to be spent by the Company during the year is Rs. 240 lacs

12. Previous Year''s figures have been regrouped /reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2014

1. a) The Company had fled a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs10 each were allotted for cash at a premium of Rs156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2014, against the balance of IPO funds of Rs523.03 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs326.20 Lacs (Previous Year Rs2,131.82 Lacs). The difference being a shortfall of Rs196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs326.20 Lacs as on March 31, 2014 (Previous Year Rs2,131.82 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

2. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard – 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

3. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a Defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

The following table summarizes the components of net benefit expenses recognized in the Statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

Amount recognized in the Statement of Profit and Loss

The estimates of future salary increases, considered in actuarial valuation, take account of infation, seniority, promotion and other relevant factors on long term basis.

The disclosure of the amount required by paragraph 120 (n) of AS-15:

4. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have HT Media Limited (Holding Company) occurred or not. The Hindustan Times Limited (Ultimate Holding Company)#

Fellow Subsidiaries (whether transactions with them have occurred or not)

HT Music and Entertainment Company Limited

Firefy e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited (ceased to be a fellow subsidiary w.e.f. 30.09.2013)

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Ltd.

HT Global Education

Ed World Private Limited (formerly Peacock Education

Services Private Ltd).

Ivy Talent India Private Limited

Topmovies Entertainment Limited (w.e.f. May 24, 2013)

Companies where common control exists by the ultimate parent company and the holding company. (whether transactions with them have occurred or not)

Paxton Trexim Private Limited India Education Service Private Limited MyParichay Services Private Limited Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

5. LEASES

Rental expenses in respect of operating leases are recognized as an expense in the Statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs908.96 Lacs (Previous Year Rs802.94 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs28.88 Lacs (Previous Year Rs6.73 Lacs);

- Later than one year but not later than five years is Rs115.52 Lacs (Previous Year Rs5.50 Lacs);

- Later than five years is Rs189.00 Lacs (Previous Year Rs91.77 Lacs).

6. CONTINGENT LIABILITY AND OTHER COMMITMENT

a) Claims against company not acknowledged as debts

(Rs in Lacs) Particulars As at As at 31 March 2014 31 March 2013

a) The Company has fled a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs73.37 Lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company Has furnished a bank guarantee 73.37 73.37 amounting to Rs12.50 Lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There isno further progress in the matter during the year.

b) The Company has fled a petition before the Hon''ble Patna High Court against the demand of Rs10.07 Lacs (including interest) 10.07 10.07 for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year.

Based on management assessment and current status of the above matters, the management is confdent that no provision is required in the financial statements as on March 31, 2014

7. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies – Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs10/- each of the Company for the purpose of granting Options under the ''HT Group Companies –Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

As no stock options have been granted during the current year and Previous Year, the disclosures regarding estimated fair value are not provided.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.01 Lacs (Previous Year Rs0.88 Lacs).

II. The Group company, Firefy e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefy e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs10 each per option.

B. Details of stock options existing during the year ended March 31, 2014 are as given below:

Weighted average fair value of the options outstanding is Rs4.82 per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.36 Lacs (credit) (Previous Year Rs0.69 Lacs). However, these have not been charged back to the Company by the Group company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS –Plan A (Plan A), HT ESOS – Plan B (Plan B) and HT ESOS – Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

The details of exercise price for stock options outstanding at the end of the year ended March 31, 2014 are as below:

Options granted are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

Weighted average fair value of the options outstanding is:

- Plan A – Rs53.03

- Plan C – Rs68.90

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs1.56 Lacs (credit) which will result into Profit of Rs1.56 Lacs (Previous Year gain of Rs4.58 Lacs).

Had the fair value method been used to account for these costs by the Company for various options granted to it''s employees under all the above schemes , the Profit would have been higher by Rs1.91 Lacs ( Previous Year higher by Rs3.01 Lacs) and adjusted and diluted EPS would have been Rs15.15 (Previous Year- Rs11.52)

8. In order to achieve minimum 25% public shareholding in the Company as set out in second proviso to Rule 19(2)(b)(ii) of the Securities Contracts (Regulations) Rules, 1957, during the current year, HT Media Limited (Promoter) sold 19,39,027 equity shares of the Company (2.64%) in the secondary market, by way of ''Offer for Sale of Shares through the Stock Exchange Mechanism''.

9. Previous Year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2013

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913 . Its shares are Listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan and Kadambani''.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and |harkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2013, against the balance of IPO funds of Rs.2,328.65 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,131.82 Lacs (Previous Year Rs.2,580.67 Lacs). The difference being a shortfall of Rs. 196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,131.82 Lacs as on 31 March, 2013 (Previous Year Rs.2,580.67 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs.1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 Lacs) have been written-off in an earlier year against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the company has formed a Gratuity Trust to which the contributions are made based on actuarial valuation done by independent valuer.

The following table summarizes the components of net benefit expenses recognized in the statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

6. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have occurred or not.

HT Media Limited (Holding Company)

The Hindustan Times Limited (Ultimate Holding Company)

Fellow Subsidiaries

(whether transactions with them have occurred or not)

HT Music and Entertainment Company Limited

Firefly e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Limited

HT Global Education

Ed World Private Limited, formerly Peacock Education Services Private Ltd. Ivy Talent India Private Limited (w.e.f. Nov 9, 2012)

Companies where common control exists by the ultimate parent company and the holding company.

(whether transactions with them have occurred or not)

Paxton Trexim Private Limited

India Education Services Private Limited

My Parichay Services Private Limited

Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

7. LEASES

Rental expenses in respect of operating Leases are recognized as an expense in the statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs.802.94 Lacs (Previous Year Rs.721.42 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs.6.73 Lacs (Previous Year Rs.14.78 Lacs);

- Later than one year but not later than five years is Rs.5.50 Lacs (Previous Year Rs.71.56 Lacs);

- Later than five years is Rs.91.77 Lacs (Previous Year Rs.89.41 Lacs).

8. Based on the information available with the Company, following a re the disclosures required under The Micro, Small and M edium Enterprises Development Act, 2006 (MSMED Act, 2006)

9. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.0.88 Lacs (Previous Year Rs.9.54 Lacs).

II. The Group company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option.

10. Previous year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2012

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL" or "the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing 'Hindustan', a Hindi Daily, and two monthly Hindi magazines 'Nandan and Kadambani'.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend proposed as distributions to equity shareholders was Rs.1.20 (previous year Rs.1).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of the equity shares issued by the Company, shares held by its holding company and subsidiary of holding company are as below:

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs.156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2012, against the balance of IPO funds of Rs.2,777.49 lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,580.67 lacs (Previous year Rs.7,000.83 lacs). The difference being a shortfall of Rs.196.83 lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,580.67 lacs as on March 31, 2012, were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) As on March 31, 2011, expenses aggregating to Rs.1,596.82 lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 lacs) have been written-off against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on 'Segment Reporting'.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the parent company has formed a gratuity trust to which the contributions are made.

The following table summarizes the components of net benefit expenses recognized in the Statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

6. Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual con- sent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs.721.42 lacs (Previous year Rs.695.99 lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs.14.78 (Previous year Rs.0.84 lac);

- Later than one year but not later than five years is Rs.71.56 lacs (Previous year Rs.5.31 lacs);

- Later than five years is Rs.89.41 lacs (Previous year Rs.90.50 lacs).

7. Contingent Liability and other Commitment

a) Claims against Company not acknowledged as debts

(Rs.in lacs)

Particulars As at March As at March 31, 2012 31, 2010

a) The Company has filed a petition before the Hon'ble Patna 73.37 73.37 High Court against an initial claim for additional contribu- tion of Rs.73.37 lacs made by Employees State Insurance Cor- poration (ESIC) relating to the years 1989-90 to 1999-00.

The Company has furnished a bank guarantee amounting to Rs.12.50 lacs to ESIC and the Hon'ble High Court has stayed the matter. There is no further progress in the matter during last one year.

b) The Company has filed a petition before the Hon'ble Patna 10.07 10.07 High Court against the demand of Rs.10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon'ble Patna High Court has stayed the matter. There is no further progress in the matter during last one year.

There are few legal cases in relation to labor relations for which amount is not ascertainable at this point of time.

Based on management assessment and current status of the case, the management is confident that provision is not required to be provided for in the financial statement as on March 31, 2012

b) Bank guarantees issued by Company's bankers on behalf of a fellow subsidiary Nil (Previous year Rs.28.03 lacs)

8. Share-based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for 'Employees Share-based Payments', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the 'HT Group Companies -Employee Stock Option Rules' ("HT ESOP"), to eligible employees of the group.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it's employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.9.54 lacs (Previous year Rs.7.24 lacs).

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.4.11 lacs (Previous Year Rs.3.43 lacs). However, these have not been charged back to the Company by the Group Company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent Company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent Company which were granted to them during their employment with the parent Company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

9. Previous year figures

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification.


Mar 31, 2010

1. Nature of operations

Hindustan Media Ventures Limited ("HMVL or the Company*) Is a 98 85% subsidiary of HT Media Limited (Parent Company) Till Novomber 30. 2009. it was engaged in was business of porting of newspapers on behalf of its parent company.

With effect from December 1. 2009. the Company has purchased the *Hindi Business Undertaking* comprising of Hindustan, the Hindi Daily, Nandan and Kadambani. Hindi magazines on a slump sale basis from its parent company.

2. Pursuant to Business Purchase Agreement dated November 16.2009. executed with HT Media Limited (the Parent Company), the Company has with effect from December 1. 2009 purchased the Hindi Business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) from the Parent Company, on slump sale and going concern basis for a lump sum consideration of Rs.14,316.27 lacs comprising net fixed assets of Rs.12.534.26 lacs and net working capital of Rs 1,784.01 lacs. The acquisition cost of the individual fixed assets has been recognised based on the valuation carried out by an independent expert Accordingly a capital reserve of Rs 237.91 lacs has been recognised, being difference between the aggregate value of assets as per valuation report and consideraton towards the fixed assets paid by the Company,

3. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicats. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single primary segment. The said treatment is in accordance with the guiding principles. enunciated in Accounting Standard - 17 on Segment Reporting.

The Company setts its products mostly within India witn insignificant export income and does not have any operations in economic environments with different risks and returns, hence, it has been considered as operating in a single geographical segment.

4. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan, Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each compiled year of service. For the employees of erstwhile HMVL the scheme is funded with LIC in the form of a Group Gratuty policy. to which contributions a made based on actuarial valuation done by independent valuer and for the employees transferred to HMVL on account of business purchase the parent company has formed a gratuity trust to which contributions were made.

Following table summarizes the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sneet tor respective plans:

5. Names of Related Parties

Name of related parties where control exists HT Media Limited (Parent Company) whether transactions have occurred or not The Hindustan Times Limited (Ultimate Parent Company)

Follow Subsidiaries HT Music and Entertainment Company Limited (whether transactions with them have occurred Firefly e-Ventures Limited or not) HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

Shradhanjali investment & Trading Co. Limited

HTL Investment and Trading Company Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go41com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

(formerly Live Newscast Limited)

HT learning Centres Limited

Group companies where common control exists Paxion 7rexim Private Limited

(whether transactions with them have occurred or not TVML Limited

Metropolitan Media Company Private Limited

Duke Commerce Limited

Key Management Personnel Shri S. M. Agarwal (Whole-time Director) (from 1.04,2009 to 22.02.2010)

Shri Benoy Roychowdhury (Whole time Director) (from 23.02 2010)

6, Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (tor assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating tease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs 214.97 lacs (Previous year Rs 5.07 lacs) and are disclosed as Rent under schedule 19.

c) The future minimum lease payments under non cancellable operating leases:

- Not later than one year is Rs. 26.89 lacs (Previous year Rs. Nil);

- Later than one year but not later than five years is Rs. 116.22 lacs (Previous year Rs. Nil):

- Later than five years is Rs. 336.90 lacs (Previous year Rs. Nil).

7. Contingent Liabilities not provided for

(Rs. in lacs)

As at As at

March 31, 2010 March 31. 2009

Claim against company not acknowledged as debts:

The Company has filed a petition before the Honble 73.37 73.37 Patna High Court against an initial claim for additional contribution of Rs.73 37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs 12 50 lacs to ESIC and the Honble High Court has stayed the matter.

The Company has Media petition before the Honble 10.07 - Patna High Court against the demand of Rs 10. 07 lacs (Including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Honble Patna High Court has stayed the matter.

Total 83.44 73.37

There are few legal cases in relation to labour relations for which amount is not ascertainable at ft* point or time.

On the basis of current status of individual cases and as per legal opinion taken by the Company, discussions with the solicitors. etc. the Company believes that there is lair chance of decisions m lbs favour in respect of above cases and hence no provision is considered necessary against the same.

8. Prior period item represents prevision for gratuity liability relating to earlier years to the extent of Rs. 99.19 lacs (Previous year - Rs. Nil) which has been recognised during the currant year

9 Previous year comparatives

The figures of previous year were audited by a firm of Chartered Accountants other than S.R. Batiblo & Co.

Previous years figures have been regrouped / rearranged where necessary to conform to this year classification.

 
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