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Directors Report of HT Media Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 13th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2015.

FINANCIAL RESULTS (STANDALONE)

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

(Rs. in crore)

Particulars 2014-15 2013-14

Total Income 1,574.75 1,555.85

Earnings before interest, tax, depreciation and amortization (EBITDA) before exceptional item 248.19 304.15

Less: Exceptional item 16.69 -

Earnings before interest, tax, depreciation and amortization (EBITDA) 231.50 304.15

Less: Depreciation and amortization expense 71.67 56.21

Less: Finance costs 36.03 55.57

Profit before tax 123.80 192.37

Less: Tax Expense

- Current Tax 20.05 23.42

- Deferred Tax charge / (credit) (9.91) 13.31

Profit for the year 113.66 155.64

Add: Balance as per last financial statements 867.16 732.38

Amount available for appropriation 980.82 888.02

Less: Appropriations -

- Adjustment towards change in useful lives of assets as per Companies Act, 2013 4.00 -

- Proposed fnal equity dividend [> 0.40 per Equity Share ofRs. 2/- each i.e. @ 20% 9.31 9.29 (Previous year Rs. 0.40 per Equity Share of Rs. 2/- each i.e. @ 20%)]

- Tax on proposed equity dividend [Net of credit relating to previous year, 0.78 0.47 Rs.1.12 crore (Amount in previous year Rs.1.13 crore)]

- Transfer to General Reserve - 11.68

Add: Appropriations-

- Adjustment of accumulated surplus of HT Media Employee Welfare Trust 0.09 0.58

Net surplus in the Statement of Profit & Loss 966.82 867.16

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.40 per Equity Share of Rs. 2/- each i.e. @ 20% (previous year – Rs. 0.40 per Equity Share of Rs. 2/- each i.e. @ 20%), for the fnancial year ended on March 31, 2015; and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax, would entail a gross outflow of Rs. 11.21 crore (previous year Rs. 10.89 crore).

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 Business Risk Management framework to identify, evaluate and mitigate business risks. A systematic risk assessment & mitigation process is followed, for which a comprehensive Risk Management Policy has been framed. The Risk Management Policy describes the scope, objectives, processes as well as roles and responsibilities of various functions. The risks are periodically reviewed keeping in view the changing economic and business environment.

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosed pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Companies Act, 2013, is annexed herewith as Annexure "A".

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, HT Music & Entertainment Company Limited (wholly-owned subsidiary company) acquired the radio business undertaking comprising of a FM Radio License in Chennai of some other licenseholder, pursuant to a Scheme of Restructuring u/s 391-394 of the Companies Act, 1956.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture company as per the provisions of Companies Act, 2013 in prescribed form AOC-1 is provided as an annexure to the consolidated fnancial statements and hence, not repeated here. The ''Policy for determining Material Subsidiary(ies)'' as approved by the Board of Directors is available on the Company''s website viz., www.htmedia.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Shri Priyavrat Bhartia, Director, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment by the Members at the ensuing AGM.

During the year under review, Shri K.N. Memani, Shri N.K. Singh, Shri Ajay Relan and Dr. Mukesh Aghi 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. Further, Shri Rajiv Verma was re-appointed as a Whole-time Director of the Company (designated as CEO) for a period of fve 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.

During the year under review Dr. Mukesh Aghi, Non-executive Independent Director tendered resignation from the Board of Directors of the Company w.e.f. March 23, 2015. The Board places on record its sincere appreciation for the valuable contribution made by Dr. Mukesh Aghi during his tenure on the Board of Directors of the Company. Also, Shri Priyavrat Bhartia relinquished office of Whole-time Director of the Company w.e.f. March 23, 2015, but continuing as a Non-executive Director.

Appointment of Key Managerial Personnel: During the year under review, Shri Rajiv Verma, Chief Executive Officer; Shri Piyush Gupta, Group Chief Financial Officer; Shri Dinesh Mittal, Group General Counsel and 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 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 16, 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 the calendar year 2016, subject to the ratification of their appointment at the AGM to be held in the 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 the 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 Arun Kumar Soni, Company Secretary- in-practice (C.P. No. 1726), 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 "B".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 on arms'' length basis. Further, 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.htmedia.in.

Your Directors invite attention of the members to Note 38 of the standalone financial statements which sets out the related party disclosures as per Accounting Standard -18.

CORPORATE SOCIAL RESPONSIBILTY

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013. As on March 31, 2015 the CSR Committee comprised of three directors viz. Smt. Shobhana Bhartia, Chairperson, Shri N.K. Singh 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.htmedia.in.

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

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 fnancial controls were in place and that such internal fnancial controls were adequate and were 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 9, 2014, July 25, 2014, October 17, 2014 and February 13, 2015. For further details, members may please refer Report on Corporate Governance section.

Committees of the Board: Currently, the Board has eight standing committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Banking and Finance Committee, Investment Committee, Stakeholder''s Relationship Committee, Risk Management Committee and Committee constituted under Clause 41 of the Listing Agreement. 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 and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

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 by 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure "D" 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.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "E".

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

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 "G".

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 "H".

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 sweat equity shares to employees 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.

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

Your Company has in place adequate internal fnancial 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.

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, browsers, listeners, 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 & Editorial Director

DIN: 00020648

Place: New Delhi

Date: May 15, 2015


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 12th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2014.

FINANCIAL RESULTS (STANDALONE)

The highlights of performance of your Company during the financial year ended on March 31, 2014, are as follows:

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

Total Income 1,555.85 1,423.19

Earnings before interest, tax, 304.15 265.19

depreciation and amortization (EBITDA) before exceptional item

Less: Exceptional item - 159.40

Earnings before interest, tax, 304.15 105.79 depreciation and amortization (EBITDA)

Less: Depreciation and amortization 56.21 57.58 expense

Less: Finance costs 55.57 33.58

profit before tax 192.37 14.63

Less: Tax Expense

- Current Tax 23.42 2.39

- Deferred Tax charge / (credit) 13.31 (11.91)

profit for the year 155.64 24.15

Add: Balance as per last financial 732.38 719.95 statements

Amount available for appropriation 888.02 744.10

Less: Appropriations -

- Proposed final equity dividend {Rs0.40 9.29 9.40 per Equity Share of Rs2/- each i.e. @ 20% (Previous year Rs0.40 per Equity Share of Rs2/- each i.e. @ 20%)}

- Tax on proposed equity dividend 0.47 0.50

- Transfer to General Reserve 11.68 1.82

Add: Appropriations -

- Adjustment of accumulated surplus of 0.58 - HT Media Employee Welfare Trust

Net surplus in the Statement of 867.16 732.38 profit & Loss

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.40 per Equity Share of Rs.2/- each i.e. @ 20% (previous year – Rs.0.40 per Equity Share of Rs.2/- each i.e. @ 20%), 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 a gross outflow of Rs.10.89 Crore (previous year Rs.9.86 Crore).

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY

The Board of Directors at its meeting held on May 14, 2013, had approved a buy-back of fully paid up equity shares of the Company from open market through the stock exchange mechanism, for an amount not exceeding Rs.25 crores (''Maximum Offer Size''), subject to maximum of 22,72,727 equity shares (''Maximum Offer Shares'') at a price not exceeding Rs.110/- per equity share. During the year under review, your Company bought back 22,72,727 equity shares of face value of Rs.2/- each, being the Maximum Offer Shares, till February 20, 2014, for an aggregate amount of Rs.188,084,338.24 (Average Price of Rs.82.76 per share) constituting 75.23% (approx.) of the Maximum Offer Size. Consequent upon the said buy-back of equity shares, the paid-up equity share capital of the Company stood reduced to Rs.46,54,96,616/- divided into 23,27,48,308 equity shares of Rs.2/- each.

Further, during the year under review, your Company has allotted 6 Equity Shares of Rs.2/- each in terms of the Scheme of Arrangement and Restructuring between Firefy e-Ventures Limited (FEVL) and your Company and the respective shareholders and creditors of both the Companies under Section 391-394 read with Section 100-104 of the Companies Act, 1956, sanctioned by the Hon''ble Delhi High Court.

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.

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''.

DEPOSITS

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

JOINT VENTURE COMPANY

India Education Services Private Limited (IESPL)

IESPL is a 50:50 joint venture between your Company and Apollo Global Singapore Holdings Pte. Ltd., which is a part of Apollo Global (USA), amongst the largest ''for profit'' education organizations in the world. IESPL launched Bridge School of Management in Delhi/NCR at Gurgaon and Noida, dedicated to meet the education needs of working professionals.

SUBSIDIARY COMPANIES

During the year under review, your Company divested 19,39,027 equity shares of Rs.10/- each of subsidiary company, Hindustan Media Ventures Limited (HMVL) in terms of SEBI''s guidelines on ''Offer For Sale of shares by Promoters through the stock exchange mechanism'', to enable HMVL to achieve the ''Minimum Public Shareholding''.

During the year under review, your Company also incorporated a new subsidiary namely, ''Topmovies Entertainment Limited'' (Topmovies). Topmovies acquired the ''Desimartini.com'' (movie review and social networking website) business undertaking of Firefy e-Ventures Limited, fellow subsidiary company, by way of ''slump sale'' on ''going concern'' basis.

During the year under review, your Company exited from HT Burda Media Limited (HT Burda) by transferring 5,15,09,990 equity shares of Rs.10/- each held in HT Burda to Burda Druck GmbH. Accordingly, HT Burda ceased to be a subsidiary of your Company w.e.f. September 30, 2013.

As at March 31, 2014, your Company had the following subsidiary companies:

- Hindustan Media Ventures Limited

- HT Music and Entertainment Company Limited

- HT Digital Media Holdings Limited [HT Digital]

» Firefy e-Ventures Limited (subsidiary of HT Digital) » HT Mobile Solutions Limited (subsidiary of HT Digital) » HT Overseas Pte. Ltd. (incorporated in Republic of Singapore) (subsidiary of HT Digital)

- HT Global Education (Section 8 company)

- HT Education Limited [HT Education]

» HT Learning Centers Limited (subsidiary of HT Education)

- Ed World Private Limited

- Ivy Talent India Private Limited

- Topmovies Entertainment Limited

In terms of the general exemption granted by Ministry of Corporate Affairs vide General Circular 2/2011 dated February 8, 2011 and in compliance of the conditions therein, the reports and annual accounts of subsidiary companies for the financial year ended on March 31, 2014, have not been attached to the Company''s Annual Report.

The annual accounts of the subsidiary companies and the related detailed information are available to shareholders of both the holding and subsidiary companies. The annual accounts of the subsidiary companies are kept open for inspection by shareholder(s) at the Registered office of the Company and of the concerned subsidiary company. Any shareholder, who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request to the said effect in writing, to the Company Secretary at the Registered office of the Company.

DIRECTORS

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, approval of the members is being sought for appointment of Shri K.N. Memani, Shri N.K. Singh, Shri Ajay Relan and Dr. Mukesh Aghi, 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 a member, proposing the candidature of Shri K.N. Memani, Shri N.K. Singh, Shri Ajay Relan and Dr. Mukesh Aghi for appointment as Directors of the Company.

Shri Shamit Bhartia, Whole-time 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 9, 2014 has approved, subject to approval of shareholders at their ensuing Annual General Meeting of the Company, the re-appointment of Shri Rajiv Verma as Whole-time Director of the Company 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 12th Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached with the Annual Report, pursuant to Clause 32 of the Listing Agreement.

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.

POSTAL BALLOT

During the year under review, no resolution was passed by the Company through postal ballot process.

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, 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 - ''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.

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 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 at 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, browsers, listeners, customers, banks 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 & Editorial Director DIN - 00020648 Place: New Delhi Date: July 25, 2014


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 11th Annual Report together with the Audited Statement of Accounts for the financial year ended on March 31, 2013.

FINANCIAL RESULTS (STANDALONE)

The highlights of performance of your company during the financial year ended on March 31, 2013, are as follows:

(Rs. in crore)

Particulars 2012-13 2011-12

total Income 1,423.19 1,387.37

Earnings before interest, tax, 265.19 306.91 depreciation and amortization (EBITDA) before exceptional item

Less: exceptional item 159.40 -

Earnings before interest, 105.79 306.91 tax, depreciation and amortization (EBITDA)

Less: Depreciation and 57.58 60.30 amortization expense

Less: Finance costs 33.58 28.58

Profit before tax 14.63 218.03

Less: Tax Expense

- Current Tax 2.39 61.97

- Deferred Tax charge / (credit) (11.91) (3.76)

Profit for the year 24.15 159.82

Add: Balance as per last financial 719.95 583.05 statements

Amount available for 744.10 742.87 appropriation

Appropriations:

- Proposed final equity dividend 9.40 9.40 {amount per share Rs.0.40 per Equity Share of Rs.2/- each i.e. @ 20% (Previous year Rs.0.40 per Equity Share of Rs.2/- each i.e. @ 20%)}

- Tax on proposed equity dividend 0.50 1.52

- Transfer to General Reserve 1.82 12.00

Net surplus in the Statement 732.38 719.95 of Profit & Loss

SCHEME OF ARRANGEMENT AND RESTRUCTURING

A scheme of arrangement and Restructuring under sections 391 to 394 read with sections 100 to 104 of the companies Act, 1956 between the company and firefly e-ventures Limited (subsidiary company) and their respective shareholders and creditors (the "Scheme") has been sanctioned by the Hon''ble Delhi High Court vide its Order dated April 18, 2013 and has become effective w.e.f. May 6, 2013 (Effective Date). The Scheme envisages, inter-alia, demerger of Job Portal Undertaking of Firefly and transfer and vesting thereof into HT Media w.e.f. April 1, 2012 (Appointed Date) and consequential and related matters. Upon effectiveness of the scheme, the standalone financial results of financial year 2012-13 of your company also include the results from operations of the said Job portal undertaking for the financial year 2012-13. However, the Scheme has no impact on the consolidated financial statements of your company for financial year 2012-13. pursuant to the said Scheme, the Company has issued 6 (six) equity shares of Rs.2/- each to the proposed allottees under the Scheme on May 9, 2013; and the same shall be allotted to the Proposed Allottees on receipt of necessary regulatory approvals and in accordance with applicable laws.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.40 per Equity Share of Rs.2/- each i.e.@ 20% (previous year - Rs.0.40 per Equity Share of Rs.2/- each i.e. @20%), for the financial year ended on March 31, 2013; and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax, would entail an outflow of Rs.11.00 Crore (previous year Rs.9.82 crore).

BUYBACK OF SHARES

The Board of Directors, at its meeting held on May 14, 2013, has unanimously approved a buyback of such number of fully paid-up equity shares of Rs.2/- each of your Company, for a price not exceeding Rs.110/- per equity share upto an aggregate amount not exceeding Rs.25 crore from the open market, through Stock Exchange(s).

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.

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''.

DEPOSITS

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

JOINT VENTURE COMPANY

India Education Services Private Limited (IESPL)

IESPL is a 50:50 joint venture between your Company and a major US-based ''for profit'' education company which aims to set up, operate and maintain state private universities and other educational institutions in one or more states in India. During the year under review, IESPL commenced the execution work on setting up of two higher education learning centers in Delhi NcR.

SUBSIDIARY COMPANIES

During the year under review, your Company incorporated a new subsidiary namely, Ivy Talent India Private Limited (Ivy Talent) on November 9, 2012 to undertake internet based/on-line businesses such as search engine, jobs, property, classifieds etc. and providing services through internet/on-line medium. Ivy Talent has executed share subscription and shareholders Agreement and other related agreements with My Parichay Services India Private Limited (MyParichay) and its promoters, to acquire upto 40 percent equity stake in MyParichay over the next 3 years.

During the year under review, your Company accorded ''in-principle'' approval to sale of its 51 percent equity shareholding in HT Burda Media Limited, to Burda Druck GmbH, Germany, (i.e., the Joint venture Partner) or its nominees. The sale of stake will be value accretive to the company, as the margins in the printing business are far lower when compared with the print media business.

During the year under review, two existing subsidiaries namely, hi learning centers limited (HT Learning) and hi mobile solutions limited (HT Mobile) became wholly-owned subsidiaries of your Company, as a result of acquisition of stake of the JV partner(s) in these entities.

As at March 31, 2013, your Company had the following subsidiary companies:

- Hindustan Media Ventures Limited [HMVL]

- HT Music and Entertainment Company Limited [HT Music]

- HT Burda Media Limited [HT Burda]

- HT Digital Media Holdings Limited [HT Digital]

- Firefly e-Ventures Limited [Firefly] (subsidiary u/s 4(1)(c) of the Companies Act, 1956, being subsidiary of Hi Digital)

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

- HT Overseas Pte. Ltd. (incorporated in Republic of Singapore) [HT Overseas] (subsidiary u/s 4(1)(c) of the Companies Act, 1956, being wholly owned overseas subsidiary of HT Digital)

- HT Global Education [HT Global] (Section 25 company)

- HT Education Limited [HT Education]

- HT Learning Centers Limited [HT Learning] (subsidiary u/s 4(1)(c) of the companies Act, 1956, being subsidiary of Hi Education)

- Ed World Private Limited [Ed World]

- Ivy Talent India Private Limited [Ivy Talent]

In terms of the general exemption granted by the Ministry of Corporate Affairs vide General Circular 2/2011 dated February 8, 2011 and in compliance of the conditions therein, the reports and annual accounts of subsidiary companies for the financial year ended on March 31, 2013, have not been attached to the Company''s Annual Report.

The annual accounts of the subsidiary companies and the related detailed information are available to shareholders of both the holding and subsidiary companies. ihe annual accounts of the subsidiary companies are kept open for inspection by shareholder(s) at the Registered Office of the company and of the concerned subsidiary company. Any shareholder, who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request in writing to the Company Secretary at the Registered Office of the company so that the needful can be done.

DIRECTORS

During the year under review, the Board of Directors at its meeting held on May 14, 2013, has approved, subject to the approval of shareholders at their ensuing Annual General Meeting, the following:

- Re-appointment of Smt. Shobhana Bhartia as Chairperson & Editorial Director (Managing Director under the companies Act, 1956) for a period of 5 years w.e.f. July 1, 2013;

- Re-appointment of Shri Shamit Bhartia as Whole-time Director for a period of 5 years w.e.f. september 1, 2013; and

- Revision in remuneration payable to Shri Rajiv Verma, Whole-time Director (designated as cEO) w.e.f. April 1, 2013.

Further, Shri Ajay Relan and Shri Rajiv Verma, 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.

In terms of Clause 49 of the Listing Agreement, a brief resume, details of expertise and other directorships / committee memberships held by the above Directors, form part of the Notice convening the 11th annual general meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial statements prepared in accordance with the Accounting standards prescribed by the Institute of Chartered Accountants of India, are attached with the Annual Report, pursuant to clause 32 of the listing agreement.

AUDITORS

The Board of Directors have taken note of the qualification in the auditors'' Report on the consolidated financial statements, regarding recognition of deferred tax assets in subsidiary companies viz Firefly, HT Mobile, HT Music, HT Burda and HT Learning; and also the response of the management thereto appearing in Note no. 35 of the Notes forming part of the Consolidated Financial Statements, which is self explanatory.

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. April 1, 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 (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, no resolution was passed by the Company through postal ballot process.

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, 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.

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, 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 at March 31st, 2013; and of the profit of the Company for the year ended on March 31st, 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 & Editorial Director

Place: New Delhi

Date: May 14, 2013


Mar 31, 2012

The Directors are pleased to present the 10th Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS (STANDALONE)

The highlights of performance of your Company during the financial year ended on 31st March, 2012, are as follows:

(Rs. in Crore)

Particulars 2011-12 2010-11

Total Income 1387.37 1253.00

Earnings before interest, tax, 306.91 325.04 depreciation and amortization (EBITDA)

Less: Depreciation and amortization 60.30 56.29 expense

Less: Finance costs 28.58 19.67

Profit before Tax 218.03 249.08

Less: Current Tax 61.97 75.87

Less: Deferred Tax charge / (credit) (3.76) (4.38)

Profit for the year 159.82 177.59

Add: Balance as per last financial 583.05 428.69 statements

Amount available for appropriation 742.87 606.28

Appropriations -

- Proposed equity dividend 9.40 8.46

- Tax on propos inequity dividend 1.52 1.37

- Transfer to General Reserve 12.00 13.40

Net surplus in the statement of 719.95 583.05 profit & loss

SCHEME OF ARRANGEMENT AND RESTRUCTURING

During the year under review, the Board of Directors of your Company approved a Scheme of Arrangement and Restructuring between Firefly e-Ventures Limited ("Firefly") and HT Media Limited u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 ("Scheme"), subject to requisite approval(s) and sanction by the High Court. The proposed Scheme envisages, inter-alia, demerger of Job Portal Undertaking of Firefly and transfer and vesting thereof into HT Media Limited w.e.f. 1st April, 2012 (Appointed Date) and consequential and related matters. BSE and NSE have given their 'no objection' to the Scheme under Clause 24(f) of the Listing Agreement. In due course, application will be filed before the Hon'ble Delhi High Court for sanction ofthe Scheme. In the past, a similar Scheme was approved by the shareholders and creditors of both Firefly and HT Media, which was withdrawn with the leave of the Hon'ble Delhi High Court.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.40 per Equity Share of Rs.2/- each i.e.@ 20% (previous year - Rs.0.36 per Equity Share of Rs.2/- each i.e. @18%), 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.10.92 Crore (previous year Rs.9.83 Crore).

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.

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'.

DEPOSITS

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

JOINT VENTURE COMPANIES

India Education Services Private Limited (IESPL)

During the year under review, IESPL and a major US-based for-profit education company entered into an agreement for a strategic tie-up to set up, operate and maintain state private universities and other educational institutions in one or more states in India. This initiative will be pursued by IESPL as a 50:50 joint venture of your Company and the overseas JV partner. Your Company has, so far, invested Rs.1,500 Lac in the equity capital of IESPL.

Metropolitan Media Company Private Limited (MMCPL)

During the year under review, your Company disposed-off its entire equity stake in this 50:50 Joint Venture to the JV Partner for a consideration of Rs.6 Crore.

SUBSIDIARY COMPANIES

During the year under review, your Company incorporated following subsidiaries:-

- India Education Services Private Limited (IESPL) - Incorporated on 24th October, 2011, this company became a 50:50 joint venture between your Company and the overseas JV partner w.e.f. 22nd December, 2011.

- Ed World Private Limited (Ed World) - Incorporated on 27th October, 2011 as Peacock Education Services Private Limited. The name of this company was changed to 'Ed World Private Limited' w.e.f. 24th March, 2012.

In addition to the above, following companies also became subsidiaries of your Company during FY 2012:-

- HT Education Limited (HT Education) - w.e.f. 1st April, 2011, due to conversion of the compulsorily convertible debentures held by your Company, into equity shares.

- HT Learning Centers Limited (HT Learning)-w.e.f. 1st April, 2011, being an existing subsidiary of HT Education, due to the latter becoming a subsidiary of your Company.

- HT Global Education (HT Global) - w.e.f. 25th October, 2011 due to your Company acquiring a majority equity stake.

Under the 'Fast Track Exit Scheme' of the Ministry of Corporate Affairs, Government of India, the name of'HTB Liebert Engineering Solutions Limited' (subsidiary u/s 4(l)(c) of the Companies Act, 1956, being a subsidiary of HT Burda) was struck off the register of Registrar of Companies w.e.f. 9th December, 2011.

During the year under review, two existing subsidiaries namely HT Education and HT Music & Entertainment Company Limited (HT Music) became wholly-owned subsidiaries of your Company, on account of acquisition of 100% equity stake therein, by HTML.

As at 31st March, 2012, your Company had following subsidiary companies:

- Hindustan Media Ventures Limited [HMVL]

- HT Music and Entertainment Company Limited [HT Music]

- HT Burda Media Limited [HT Burda]

- HT Digital Media Holdings Limited [HT Digital]

- Firefly e-Ventures Limited [Firefly] (subsidiary u/s 4(l)(c) of the Companies Act, 1956, being subsidiary of HT Digital)

- HT Mobile Solutions Limited [HT Mobile] (subsidiary u/s 4(l)(c) ofthe Companies Act, 1956, being subsidiary of HT Digital)

- HT Overseas Pte. Ltd. (incorporated in Republic of Singapore) [HT Overseas] (subsidiary u/s 4(l)(c) of the Companies Act, 1956, being wholly owned overseas subsidiary of HT Digital)

- HT Global Education [HT Global] (Section 25 company)

- HT Education Limited [HT Education]

- HT Learning Centers Limited [HT Learning] (subsidiary u/s 4(l)(c) of the Companies Act, 1956, being subsidiary of HT Education)

- Ed World Private Limited [Ed World]

In terms of the general exemption granted by the Ministry of Corporate Affairs vide General Circular 2/2011 dated 8th February, 2011 and in compliance of the conditions therein, the reports and annual accounts of subsidiary companies for the financial year ended on 31st March, 2012, have not been attached to the Company's Annual Report.

The annual accounts ofthe subsidiary companies and the related detailed information are available to shareholders of both the holding and subsidiary companies. The annual accounts of the subsidiary companies are kept open for inspection by shareholders at the Registered Office ofthe Company and ofthe concerned subsidiary company. Any shareholder, who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request in writing to the Company Secretary at the Registered Office of the Company so that the needful can be done.

DIRECTORS

During the year under review, Shri Roger Greville and Shri Y.C. Deveshwar, Non-executive Independent Directors, tendered resignations from the Board of Directors ofthe Company w.e.f. 1st August, 2011 and 19th December, 2011 respectively. The Board places on record its sincere appreciation for the valuable services rendered by Shri Roger Greville and Shri Y.C. Deveshwar during their tenure on the Board of Directors of the Company.

Further, Dr. Mukesh Aghi was inducted on the Board as an Additional Director w.e.f. 19th December, 2011. In terms of the applicable provisions of the Companies Act, 1956, Dr. Mukesh Aghi holds office 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 Dr. Mukesh Aghi for appointment as Director of the Company liable to retire by rotation.

Further, Shri Priyavrat Bhartia and Shri K.N. Memani, Directors, retire from office by rotation at the ensuing Annual General Meeting as per the provisions of the Act, 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 10th Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached with the Annual Report, pursuant to Clause 32 of the Listing Agreement.

AUDITORS

The Board of Directors have taken note of the qualification in the Auditors' Report on the Consolidated Financial Statements, regarding creation of deferred tax assets by subsidiary companies viz. Firefly, HT Mobile, HT Music, HT Burda and HT Learning; and also the response ofthe management thereto appearing in Note no. 37 of the Notes forming part of the Consolidated Financial Statements, which is self explanatory.

The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co., Chartered Accountants, 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 (IB) of the Act, 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, no resolution was passed by the Company through postal ballot process.

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement entered into with the stock exchanges, 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 (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 - '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(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, 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 at 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

SHOBHANA BHARTIA

Chairperson & Editorial Director

Place: New Delhi

Date: 18th May, 2012


Mar 31, 2011

The Directors are pleased to present the 9th Annual Report together with the Audited Statement of Accounts for the financialyear ended on 31st March, 2011.

FINANCIALRESULTS (STANDALONE)

The highlights of performance of your Company during the financial year ended on 31st March, 2011 are as follows:

(Rs.inCrore)

PARTICULARS 2010-11 2009-10*

Total Income 1,255.81 1,299.12

Profitbefore Interest, Depreciation /Amortisation, Exceptional Items S Tax (EBITDA) 324.10 299.85

Financial Expenses 18.73 25.73

Depreciation/Amortisation 56.29 63.79

Exceptional Items ^ 30.37

Profit before Tax 249.08 179.96

Provision for Taxes 75.86 51.56

Deferred Tax charge/ (credit) (4.38) 3.63

Profit after Tax 177.60 124.77

Balance from previous years brought forward (Net of adjustment) 428.69 323.29

Amount available for appropriation 606.29 448.06

Appropriations-

Transfer to General Reserve 13.40 9.50

Proposed Dividend on Equity Shares 8.46 8.46

Tax on Dividend Distribution 1.37 1.41

Balance carried forward to Balance Sheet 583.06 428.69

* The Hindi business of the Company was transferred to subsidiary company viz. Hindustan Media Ventures Limited(HMVL)w.e.f.TDecember,2009.The results ofFY2009-10therefore,arenotcomparablewithresults ofFY2010-11

SCHEME OF ARRANGEMENT AND RESTRUCTURING

During the year under review, pursuant to an Order dated 22nd December, 2010 of the Honble High Court of Delhi at New Delhi, the Equity Shareholders and Creditors of the Company, at their meeting(s) held on 2nd February, 2011 have approved a Scheme of Arrangement and Restructuring between Firefly e-Ventures Limited ("Firefly") and HT Media Limited under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 (the Act). The proposed Scheme envisages, inter-alia, demerger of Job Portal Undertaking of Firefly and transfer and vesting thereof into HT Media Limited w.e.f. the Appointed Date i.e. 1st January, 2011, including consequential and related matters. The Scheme is awaiting sanction of the Honble Delhi High Court.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.36 per Equity Share ofRs.2/- each i.e. @ 18% (previousyear - Rs.0.36 per Equity Share of Rs.2/-eachi.e. @ 18%), for the financial year ended on 31st March, 2011; and seek your approval for the same.

The proposed dividend payment, including Corporate Dividend Distribution Tax, would entail an outflow of Rs.9.83 Crore (previousyear Rs.9.87 Crore).

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 SERVKING

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

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosedpursuant to Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999 is appearingin Annexure - A

DEPOSITS

Your Company hasnot accepted orinvited any deposit(s) during the year. INITIAL PUBLIC OFFERING (IPO) OFSHARESBYHMVL

During theyear under review, HMVL entered the domestic capital market with an IPO of 1,62,65,060 Equity Shares of Rs.10/- each, at a premium of Rs.156/- per Equity Share, aggregating to Rs.270 Crore. The shares of HMVL were listed on BSE andNSE on2l" July, 2010.

JOINT VENTURE COMPANY

Metropolitan Media Company Private Limited (MMCPL)

MMCPL, the 50:50 Joint Venture between your Company and Bennett Coleman & Co. Limited, was printing and publishing hyper-local newspapers in Delhi & NCR. Due to decline in circulation and advertising revenue, the printing and publication of hyper-local newspapers was suspended in December 2009. Your Company and the JV Partner are evaluating options to deal with the MMCPL entity. During the year under review, MMCPL posted a lossofRs.34.07Lac.

SUBSIDIARY COMPANIES

As at 31stMarch, 2011, your Company had the following subsidiary companies:

- HindustanMediaVenturesLimited [HMVL]

- HT Music and Entertainment Company Limited [HTMusic]

- HTBurdaMediaLimited[HTBurda]

- HT Digital Media Holdings Limited [HT Digital]

- Firefly e-Ventures Limited [Firefly] (subsidiary u/s4(l)(c) of the Act, being subsidiary of HT Digital)

- HT Mobile Solutions Limited [HT Mobile] (subsidiary u/s 4(l)(c) of the Act, being subsidiary of HT Digital)

- HT Overseas Pte. Ltd., Singapore [HT Overseas] (subsidiary u/s 4(l)(c) of the Act, being wholly-owned overseas subsidiary of HT Digital)

- HTBLiebert Engineering Solutions Limited [HTBLiebert] (subsidiary u/s 4(l)(c)ofthe Act, being subsidiary of HTBurda)

The Company has received the approval of Ministry of Corporate Affairs, Government of India under Section 212(8) of the Act, vide letter bearing no.47/104/2011-CL-III dated 9th February, 2011, granting exemption from attaching with the Annual Report of the Company for the financial year ended on 31st March, 2011, copies of Balance Sheet etc. of the aforesaid subsidiaries. The annual accounts of the subsidiary companies and related information will be made available to the shareholders of the Company as well as to those of the subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies are also kept open for inspection by any shareholder, at the Registered Office of the Company and that of the subsidiary company concerned.

After the close of the financial year ended on 31* March, 2011, following companies have also become subsidiaries of your Company: -

- HT Education Limited [HT Education]

- HT Learning Centers Limited [HT Learning] (subsidiary u/s 4(l)(c) of the Act, being subsidiary of HT Education)

DIRECTORS

During the year under review, the Board of Directors has approved, subject to the approval of shareholders at their ensuing Annual General Meeting, the re- appointment of Shri Priyavrat Bhartia as a Whole-time Director of the Companyfor aperiod of 5years w.e.f. l"February, 2011.

Further, Shri YC. Deveshwar, Shri Shamit Bhartia and Shri NIC Singh, Directors, retire from office by rotation at the ensuing Annual General Meeting as per the provisions of the Act, 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 9th Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, pursuant to Clause 32 of the Listing Agreement and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference.

AUDITORS

The Board of Directors have taken note of the qualification in the Auditors Report on the accounts of subsidiary companies viz. Firefly, HT Mobile, HT Burda and HT Music 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 explanatory.

The Statutory Auditors of your Company, M/s. S.R Batliboi & Co., Chartered Accountants, 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 (IB) of the Act, the retiring Auditors have given a certificate regarding their eligibility for re-appointment as Auditors of the Company.

POSTALBALLOT

During the year under review, following resolutions were passed by the shareholders with overwhelming majority, by postal ballotprocess:-

(a) Postal Ballot process for which results were declared on 14th July, 2010

. Special resolution for alteration in the Objects Clause of Memorandum of Association; and

. Special resolution for payment of annual commission to the Non-executive Directors;

(b) Postal Ballot process for which results were declared on 30th September, 2010

. Special resolution for increase in the limit of investments that can be made by the Company u/s 372A of the Act, upto Rs.300 Crore, over and above the higher of (a) 60% of the paid-up share capital & free reserves, or (b) 100% of the free reserves of the Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement entered into with the stock exchanges, 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 2170FTHE 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 - 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 (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 suchparticulars 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 for the financial year ended on 31* March, 2011, 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 at 31st March, 2011; and of the profit of the Company for the year ended on 31st March, 2011;

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 agoing 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 & Editorial Director

Place :NewDelhi

Date : 17thMay,2011

 
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