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

Directors Report of HT Media Ltd.

Mar 31, 2023

The Directors are pleased to present their Twenty-first Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2023.

FINANCIAL RESULTS

Your Company’s performance during the financial year ended on March 31, 2023, along with previous year’s figures is summarized below:

(Rs. in Lacs)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Total Income

1,01,228

87,540

1,86,245

1,67,785

Earnings before finance costs, tax, depreciation and amortization expense (EBITDA) and exceptional items

3,853

13,996

1,299

20,398

Add: Exceptional Items gain/ (loss)

(10,346)

(3,435)

-

-

Less: Depreciation and amortization expense

8,513

9,002

13,170

13,525

Less: Finance costs

5,869

4,405

7,708

5,459

Profit/ (Loss) before share of loss of joint venture and tax

(20,875)

(2,846)

(19,579)

1,414

Less: Tax expense

- Current Tax charge/ (Credit)

(201)

202

(176)

773

- Deferred tax charge/ (Credit)

6,841

(1,036)

6,015

(1,506)

Total tax charge/ (credit)

6,640

(834)

5,839

(733)

Profit/ (Loss) after tax before share of joint venture

(27,515)

(2,012)

(25,418)

2,147

Add: Share of profit/ (loss) of joint venture (net of tax) (accounted for using equity method)

-

-

243

(248)

Net profit/ (loss) after taxes and share of loss ofjoint venture

(27,515)

(2,012)

(25,175)

1,899

Add: Other comprehensive income (net of tax)

a) Items that will not be reclassified to profit or loss

(115)

73

(7,806)

(3,568)

b) Items that will be reclassified to profit or loss

-

18

114

152

Total Comprehensive loss (Net of tax)

(27,630)

(1,921)

(32,867)

(1,517)

Opening Balance in retained earnings

61,991

63,946

1,38,058

1,36,302

Add: Profit/ (Loss) for the year

(27,515)

(2,012)

(22,729)

1,779

Add: Item of other comprehensive income recognized directly in retained earnings

- Re-measurement of post-employment benefit obligation (net of tax)

114

57

-

(23)

Total Retained Earning

34,362

^^61,991

1,15,329

1,38,058

DIVIDEND

The Board of Directors have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at https://www.htmedia.in/wp-content/ uploads/2020/08/Dividend Distribution Policy.pdf

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 under the Management Discussion and Analysis section, which forms part of this Report.

SCHEME OF ARRANGEMENT

The Composite Scheme of Amalgamation (“the Scheme”) u/s 230-232 of the Companies Act, 2013 (“the Act”) which, inter-alia, provides for merger of HT Mobile Solutions Limited (HTMSL) ("transferor entity") with HT Media Limited (HTML) ("the Company") has not been approved by the Hon’ble National Company Law Tribunal (NCLT), New Delhi Bench. The Company has filed an appeal with Hon’ble National Company Law Appellate Tribunal.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management’s response to significant risks. The details of Risk Management Committee are given in the Corporate Governance Report which forms part of this Annual Report. A detailed statement indicating development and implementation of a Risk Management policy of the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.

EMPLOYEE STOCK OPTION SCHEME

The Company’s “HTML Employee Stock Option Scheme-2007” (‘HTML ESOS 2007’) and “HTML Employee Stock Option Scheme - 2009” (‘HTML ESOS 2009’) whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Company’s shares, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”) and there was no change in the same during FY-23. Further, during the year under review, no options were granted to the eligible employees (each option representing one equity share of ? 2/- each) under ‘HTML ESOS 2007’ and ‘HTML ESOS 2009’. 68,112 options were vested and 11,352 options were cancelled under ‘HTML ESOS 2009’.

Voting rights on the shares of the Company held by HT Media Employee Welfare Trust were not exercised during FY-23. The information required to be disclosed pursuant to the provisions of the SEBI ESOP Regulations is available on the Company’s website. Certificate dated July 28, 2023 issued by Secretarial Auditor in terms of the SEBI ESOP Regulations is available for inspection by the members and any member desirous to inspect the same may send a request to the said effect from his/ her registered email ID to [email protected].

SUBSIDIARY AND ASSOCIATE COMPANIES

The Scheme of Amalgamation u/s 230-232 of the Act, which provides for amalgamation of Syngience Broadcast Ahmedabad Limited (SBAL) (wholly owned subsidiary of Next Radio Limited) with Next Radio Limited (NRL) (“Scheme”), has been sanctioned by the NCLT, Mumbai Bench vide its order delivered on June 10, 2022 ("Order"), with appointed date as April 01, 2021. The certified true copy of the Order was received on July 18, 2022. As per the Order, the Scheme became effective on July 20, 2022 i.e. upon filing of the copy of the Order with the Registrar of Companies, NCT of Mumbai.

The transaction as per the Scheme of Amalgamation is in the nature of business acquisition under Common Control as defined under Ind AS 103 “Business Combinations”. Accordingly, the Scheme has been given effect from April 01, 2021 i.e. acquisition date under common control business combination accounting. The effect of such Scheme of Arrangement has been accounted for ‘in accordance with the Scheme’ and ‘in accordance with accounting standards’.

There is no impact on Capital Reserve as on April 01, 2021 since net assets including reserves of SBAL are equivalent to amount of investment by NRL in SBAL being de-recognised. Further, there is no impact of the comparative period numbers since SBAL being wholly owned subsidiary of NRL.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of subsidiary/ associate companies for the financial year ended on March 31, 2023 are available for inspection at Company’s website viz. www.htmedia.in.

A report on the performance and financial position of each of the subsidiary / associate companies in prescribed Form AOC-1, is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’, is available on the Company’s website at https://www.htmedia.in/ wp-content/uploads/2020/08/Policy Form Determining Material Subsidiary.pdf.

The contribution of subsidiary/ associates/ joint ventures companies to the overall performance of your Company is outlined in note no. 48 of the Consolidated Financial Statements for the financial year ended March 31, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Appointments:

The Board based on the recommendation of Nomination and Remuneration Committee, appointed Shri Sandeep Singhal (DIN: 00422796) as an Independent Director of the Company with effect from August 05, 2022. The Members of the Company on September 22, 2022 approved the appointment of Shri Sandeep Singhal as an Independent Director for a period of 5 years effective August 05, 2022 upto August 04, 2027.

On the recommendation of Nomination & Remuneration Committee, the Board at its meeting held on May 18, 2023, approved the re-appointment of Smt. Shobhana Bhartia (DIN:00020648) as Chairperson and Editorial Director (Managing Director under the Act) w.e.f. July 01, 2023 for a period of five years. The re-appointment is subject to the approval of the Members of the Company.

Further, on the recommendation of Nomination & Remuneration Committee, the Board at its meeting held on May 18, 2023 approved the re-appointment of Shri Praveen Someshwar (DIN: 01802656), as Managing Director and Chief Executive Officer (Key Managerial Personnel under the Act) w.e.f. August 01, 2023 for a period of 5 years, subject to approval of the Members of the Company.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2’) with respect to proposed re-appointment of Directors are given in the Notice of ensuing AGM, forming part of the Annual Report.

Re-appointment of Director retiring by rotation:

In accordance with the provisions of the Act, Shri Praveen Someshwar (DIN: 01802656) retires by rotation at the ensuing AGM and being eligible, offers himself for re- appointment. The Board commends re-appointment of Shri Praveen Someshwar, for approval of the Members at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') with respect to proposed reappointment of Director retiring by rotation are given in the Notice of ensuing AGM, forming part of the Annual Report.

Cessation:

During the year under review, Shri Vikram Singh Mehta ceased to be the Independent Director of the Company with effect from June 01, 2022 due to resignation owing to other commitments. Further, there was no other material reason of his resignation. The Directors placed on record their sincere appreciation for the stellar contributions made by him as a Member of the Board.

Independent Directors Declaration:

The Independent Directors of the Company have confirmed the following:

a. they meet the criteria of independence as prescribed under both, the Act and SEBI Listing Regulations;

b. they abide by the Code of Independent Directors as provided in the Schedule IV to the Act; and

c. they have registered themselves on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Board Diversity:

Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever-evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including Woman Director.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders’ expectations. This is aimed at enhancing the organization’s brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Company’s ‘Code of Conduct’.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnels (KMPs) of the Company are Shri Praveen Someshwar, Managing Director & Chief Executive Officer; Shri Piyush Gupta, Group Chief Financial Officer and Shri Manhar Kapoor, Group General Counsel and Company Secretary.

During the year under review, Shri Dinesh Mittal superannuated from the position of Group General Counsel & Company Secretary w.e.f. May 31, 2022 (closing business hours) and Shri Manhar Kapoor was appointed as Group General Counsel & Company Secretary w.e.f. June 01, 2022.

PERFORMANCE EVALUATION

In line with the requirements under the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance, and that of its Committees, Chairperson & Directors.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairperson.

The Directors were evaluated on various parameters such as value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which includes risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of Company’s business/ activities, amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and the Board of Directors. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

A separate meeting of Independent Directors was also held to review:

• Performance of the Non - Independent Directors and the Board as a whole.

• Performance of the Chairperson of the Company considering the views of the Directors of the Company.

• The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS

Statutory Auditor

B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (“BSR”) were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 26, 2019.

The Auditor’s Report of BSR on Annual Financial Statements for the financial year ended on March 31, 2023 does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Shri N.C. Khanna, Company Secretary-inPractice (C.P. No. 5143) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2023. Secretarial Audit Report dated July 28, 2023 is annexed herewith as “Annexure - A”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditor

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of Audit Committee, the Board of Directors had appointed Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as Cost Auditor to carry out cost audit of records maintained by the Company in relation to its FM Radio business for the financial year ended on March 31, 2023.

In compliance with the provisions of Section 148 of the Act, the Company has prepared and maintained its cost records for the financial year 2022-23.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms’ length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Company’s ‘Policy on Materiality of and dealing with Related Party Transactions’ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Company’s website at https://www. htmedia.in/wp-content/uploads/2020/08/Policy materiality dealing Related Party Transactions.pdf.

Reference of Members is invited to note nos. 36 and 36A of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS 24.

DEBENTURES

Company’s Non-Convertible Debentures (“NCDs”) are listed on BSE Limited. During the year under review, the Company has not allotted any NCDs.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act. The composition, terms of reference and other details of the CSR Committee are provided in the ‘Report on Corporate Governance’, which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company during the year under review. The CSR Policy is available on the Company’s website at https://www.htmedia.in/wp-content/uploads/2020/08/HT Media CSR Policy-2021.pdf and there was no change in the same during the year under review.

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2023, 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, 2023; and of the loss of the Company for the year ended on March 31, 2023;

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

vi. 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 ACT

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, guarantees/ security given: Details of investments made and loans/ guarantees/security given, as applicable, are given in the note nos. 6A, 6B, 35, 36 and 47 of the Standalone Financial Statements.

Board Meetings: Yearly calendar of Board meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2023, the Board met four times on May 27, 2022, August 05, 2022, November 07, 2022 and February 14, 2023. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, seven standing Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, CSR Committee, Banking & Finance Committee, Investment Committee, Stakeholders’ Relationship Committee and Risk Management Committee. During the year under review, recommendations of the respective Committees were accepted by the Board. For further details of the Committees of the Board, Members may please refer ‘Report on Corporate Governance’ which forms part of this Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company’s website at https://www.htmedia.in/wp-content/uploads/2020/08/ Remuneration Policy 16-Jan-19.pdf. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto. There was no change in the remuneration policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations, is addressed in the Company’s “Whistle Blower Policy”. In terms of the Policy, Directors/ employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company’s Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website at https://www.htmedia.in/wp-content/uploads/2020/08/ Whistle Blower Policy.pdf.

Particulars of employees and related disclosures: In

accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees’ remuneration forms part to this Report. In terms of the provisions of Section 136(1) of the Act, the Board’s Report is being sent to the Members without this annexure. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to [email protected].

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure - B”.

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for FY-23, is available on the website of the Company at https://www.htmedia.in/wp-content/ uploads/2023/09/mgt-7.pdf

Corporate Governance: The report on Corporate Governance in terms of the SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice is annexed herewith as “Annexure - C”.

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as “Annexure - D”.

SECRETARIAL STANDARDS

During the year under review, Secretarial Standards (i.e. SS-1 and SS-2) relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company adheres to a strict policy to ensure the safety of women employees at workplace. The Company is fully compliant with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, and has constituted an Internal Committee (IC) to redress complaints regarding sexual harassment. IC is in place for all wo rks an d offices of the Company to redress complaints received regarding sexual harassment. The Company’s policy in this regard, is available on the employee intranet portal. The Company conducts regular training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. The Company had received one complaint in FY 202122, which was disposed of during the year under review. Further, no complaint was received during the year under review.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act.

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

5. The Company has not transferred any amount to the General Reserve.

6. No material changes/commitments of the Company have occurred after the end of the Financial Year 2022-23 and till the date of this report, which affect the financial position of your Company.

7. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern’ status and Company’s operations in future.

8. Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.

9. There was no change in the nature of business of the Company.

10. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

11 There was no instance of onetime settlement with any Bank or Financial Institution.

12. The Company has not made any private placement of shares or fully or partially or optionally convertible debentures during the year.

13. The Company has not made any preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations during the year.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company also has in place Internal control system which is supplemented by an extensive program of internal audits and their review by the Management. The in-house internal audit function, suppo rted by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control

structure across locations and functions on a regular basis. The Company also has an online Compliance Management Tool with a centralized repository to cater to its statutory compliance requirements.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all the stakeholders, including Ministry of Information & Broadcasting, regulatory authorities 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.


Mar 31, 2018

Dear Members,

The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2018.

FINANCIAL RESULTS (STANDALONE)

Your Company’s performance during the financial year ended on March 31, 2018, along with previous year’s figures is summarized below:

(Rs. in Lacs)

Particulars

2017-18

2016-17

Total Income

1,59,878

1,58,893

Earnings before interest, tax, depreciation and amortization (EBITDA) from continuing operations

43,121

24,034

Add: Exceptional Item

(1,405)

-

Less: Depreciation

9,674

9,747

Less: Finance cost

6,960

7,868

Profit/(Loss) before tax from continuing operations

25,082

6,419

Less: Tax Expense

- Current tax

-

-

- Adjustment of current tax related to earlier periods

618

(825)

- Deferred tax charge/(credit)

3,090

1,093

Total tax expense

3,708

268

Profit for the year

21,374

6,151

Add: Other Comprehensive Income (net of tax)

56

(5,502)

Total Comprehensive Income for the year (net of tax)

21,430

649

Opening balance in Retained Earnings

1,12,779

1,07,669

Add: Profit/ (Loss) for the year

21,374

6,151

Less: Items of other Comprehensive Income recognized directly in Retained Earnings

- Re-measurements of post-employment benefit obligation (net of tax)

(108)

61

Less: Dividend paid

931

931

Less: Tax on Dividend

56

56

Add: Adjustment of accumulated surplus of HT Media Employee Welfare Trust

9

7

Total Retained Earnings

1,33,283

1,12,779

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, 2018 and seek your approval for the same.

The proposed equity dividend payout (including Corporate Dividend Distribution Tax) would entail an outflow of RS.11.22 Crores (previous year RS.9.87 Crores).

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is appearing as “Annexure-A”, and is also available on the Company’s website viz. www.htmedia.in.

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 Management Discussion and Analysis, which forms part of the Annual Report.

SCHEME OF ARRANGEMENT

With the view to create a separate and focused entity to support the ‘Entertainment & Digital Innovation Business’ of the Company, and to capitalize the growth opportunities in a focussed manner, the Board of Directors at its meeting held on August 25, 2017, approved a Scheme of Arrangement between the Company and Digicontent Limited (wholly owned subsidiary company) and their respective shareholders and creditors u/s 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme”), which is subject to requisite approval(s). The Scheme, inter-alia, envisages demerger of ‘Entertainment & Digital Innovation Business’ of the Company and transfer and vesting thereof into Digicontent Limited, on a going concern’ basis w.e.f. March 31, 2018 (Appointed Date).

Pursuant to the directions of Hon’ble National Company Law Tribunal (‘NCLT’), meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company were convened on June 9, 2018, wherein, the Scheme was approved by them with requisite majority. The petition seeking sanction of the Scheme, is pending before NCLT.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management’s response to significant risks. A detailed statement indicating development and implementation of a risk management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI’s circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (“SEBI ESOP Regulations”) is available on the Company’s website viz. www.htmedia.in. The ‘HTML Employee Stock Option Scheme’ and ‘HTML Employee Stock Option Scheme - 2009’ are in compliance with SEBI ESOP Regulations. Further, during the year under review, voting rights on the shares of the Company held by HT Media Employee Welfare Trust were not exercised in accordance with SEBI ESOP Regulations.

ALTERATION OF OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION

During the year under review, the Company has altered the Objects Clause of Memorandum of Association to enlarge/ broaden the existing objects, which can be advantageously combined with the existing businesses of the Company. Further, education business was incorporated in the Objects Clause, in view of its synergy with the existing businesses of the Company. The Members have accorded their approval to the aforesaid alterations in the Objects Clause of the Memorandum of Association, by an overwhelming majority, by way of postal ballot.

SUBSIDIARY COMPANIES

During the year under review, your Company incorporated a wholly owned subsidiary company namely, ‘HT Digital Ventures Limited’. The name of this Company was changed to ‘Digicontent Limited’ (‘DCL’) w.e.f. October 24, 2017. As on March 31, 2018 DCL holds 42.83% equity stake in another subsidiary company namely, ‘HT Digital Streams Limited’.

Your Company has acquired “Desimartini.com” business from Topmovies Entertainment Limited, a wholly-owned subsidiary company during FY-18, as a ‘going concern’ on slump-sale basis.

The Hon’ble National Company Law Tribunal (‘NCLT’) vide its order dated October 17, 2017 sanctioned a composite Scheme of Capital Reduction and Arrangement (“Scheme”) under the applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 between the Subsidiary Companies viz. Firefly e-Ventures Limited (“Firefly”), HT Digital Media Holdings Limited (“HT Digital”) and HT Mobile Solutions Limited (“HT Mobile”) and their respective shareholders and creditors, for capital reduction of HT Digital and Firefly, and demerger of HT Campus Undertaking of Firefly and transfer and vesting thereof to and in HT Mobile. Accordingly, the said Scheme has come into effect from the Appointed Date i.e. June 30, 2016.

During the year under review, a Scheme of Arrangement between two subsidiary companies viz. India Education Services Private Limited (‘Demerged Company’) and Hindustan Media Ventures Limited (‘Resulting Company’) and their respective shareholders under Sections 230 to 232 and other applicable provisions ofthe Companies Act, 2013, for the demerger of Business-to-Consumer segment (B2C) from the Demerged Company and vesting thereof to the Resulting Company on a ‘going concern’ basis, was approved by the Board of Directors of the respective companies, subject to requisite statutory and other approvals.

In terms of the applicable provisions of Section 136 of the Companies Act, 2013, the Financial Statements of subsidiary companies for the financial year ended on March 31, 2018 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same are also available on the Company’s website viz. www.htmedia.in.

A report on the performance and financial position of each of the subsidiary company in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’, is available on the Company’s website viz. www.htmedia.in.

The contribution of the subsidiary companies to the overall performance of your Company is outlined in Note No. 53 of the Consolidated Financial Statements for the financial year ended March 31, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

During the year under review, Shri N.K. Singh, Non-executive Independent Director tendered resignation from the Board of Directors of the Company w.e.f. November 28, 2017. The Board places on record its deep appreciation for the valuable contribution made by Shri N.K. Singh during his tenure on the Board of Directors of the Company.

Further, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors accorded its approval to the following:

a) Appointed Shri Vivek Mehra (DIN: 00101328) as Non-executive Independent Director w.e.f. January 12, 2018, for a period of 5 (five) consecutive years, for a term upto March 31, 2022, subject to approval of the Members.

b) Re-appointed Smt. Shobhana Bhartia (DIN: 00020648) as Chairperson & Editorial Director (Managing Director in terms of Companies Act, 2013) for a period of 5 (five) years w.e.f. July 1, 2018, subject to approval of the Members.

c) Appointed Shri Praveen Someshwar (DIN: 01802656) as Managing Director & Chief Executive Officer of the Company for a period of 5 (five) years w.e.f. August 1, 2018, subject to approval of the Members.

The Board commends for approval ofMembers at the ensuing Annual General Meeting (AGM), the appointment/re-appointment of:

(1) Shri Vivek Mehra as Non-executive Independent Director; (2) Smt. Shobhana Bhartia as Chairperson & Editorial Director; and (3) Shri Praveen Someshwar as Managing Director & Chief Executive Officer.

In accordance with the provisions of the Companies Act, 2013, Shri Shamit Bhartia retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Shri Shamit Bhartia, for approval of the Members at the ensuing AGM.

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the ‘Code of Conduct’ of the Company.

Brief resume, nature of expertise, details of directorship held in other companies of the Directors proposed to be appointed / re-appointed at the ensuing AGM, along with their shareholding in the Company as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, is provided in the Notice of the ensuing AGM.

Key Managerial Personnel

Shri Rajiv Verma stepped down as Chief Executive Officer ofthe Company. He was relieved from his duties w.e.f. June 30, 2018. The Board places on record its sincere appreciation for the dedicated efforts put in by him during his tenure.

Further, on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Shri Praveen Someshwar as Managing Director & Chief Executive Officer (KMP u/s 203 of the Companies Act, 2013) w.e.f. August 1, 2018.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees & Directors.

The Nomination and Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the ‘Guidance Note on Board Evaluation’ issued by SEBI on January 5, 2017.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which entail amongst other matters, risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company’s business / activities etc. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and the Board of Directors. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

AUDITORS

Statutory Auditors

In compliance of the of provisions the Companies Act, 2013 with respect to mandatory rotation of Statutory Auditors, the Members of the Company at their 15th AGM held on September 25, 2017, have appointed Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009], as Statutory Auditors of the Company, to hold office for a term of 5(five) consecutive years.

The Auditors’ Report of PwC on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2018, is an unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark.

Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. K.G. Goyal & Associates, Cost Accountants, New Delhi (Registration No. FRN000024), as Cost Auditors, to carry out the cost audit of records of FM Radio business of the Company in relation to the financial years ended / ending March 31, 2017, March 31, 2018 and March 31, 2019.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed Shri N.C. Khanna, Company Secretary-in-Practice (C.P No. 5143) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as “Annexure - B”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instance of fraud to the Audit Committee, pursuant to Section 143 (12) of the Companies Act, 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms’ length terms. The related party transactions were placed before the Audit Committee for review and approval. During the year, the Company did not enter into any contract /arrangement /transaction with related party, which could be considered material in accordance with the Company’s ‘Policy on Materiality of and dealing with Related Party Transactions’ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Company’s website viz. www.htmedia.in.

Reference of the Members is invited to Note no. 36 of the Standalone Annual Financial Statements, which sets out the related party disclosures as per Ind AS-24.

CORPORATE SOCIAL RESPONSIBILTY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Company has in place, the Corporate Social Responsibility (CSR) Committee of Directors in terms of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance which forms part of the Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company, during the year under review. The CSR Policy is available on the Company’s website viz. www.htmedia.in.

The Annual Report on CSR for FY 18 is annexed herewith as “Annexure - C”.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year ended on March 31, 2018, 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, 2018; and of the profit of the Company for the year ended on March 31, 2018;

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

vi. 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, guarantees /securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in the notes to the Annual Standalone Financial Statements.

Board Meetings: A yearly calendar of board meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2018, the Board met six times on May 19, 2017, July 18, 2017, August 25, 2017, October 17, 2017, January 12, 2018 and February 6, 2018. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, seven standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, CSR Committee, Banking & Finance Committee, Investment Committee, Stakeholders’ Relationship Committee and Risk Management Committee. During the year under review, the recommendations of the aforesaid Committees were accepted by the Board.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & senior management, as prescribed under Section 178 (3) of the Companies Act, 2013 and SEBI Listing Regulations, is available on the Company’s website viz. www.htmedia.in. The Remuneration Policy, includes, inter-alia, the criteria for appointment of Directors, KMPs and senior management personnel, their remuneration structure and disclosures in relation thereto.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Companies Act, 2013 & rules made thereunder, and the SEBI Listing Regulations, is addressed in the Company’s “Whistle Blower Policy”. In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. www.htmedia.in.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration are set out in the “Annexure - D” to this Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the Members without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours, 21 days before the ensuing AGM. Members interested in obtaining a copy of the said Annexure, may write to the Company Secretary at the Registered Office of the Company.

Disclosures 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: An Extract of the Annual Return for the financial year ended on March 31, 2018 in Form MGT-9 is annexed herewith as “Annexure - F”.

Corporate Governance: The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice, is annexed herewith as “Annexure - G”.

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as “Annexure - H”.

SECRETARIAL STANDARDS

Your Directors state that applicable revised Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively have been duly followed by the Company.

GENERAL

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

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

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

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

There was no change in the share capital of the Company during the year under review.

The Company has not transferred any amount to the General Reserve during the year under review.

The Board of Directors at its meeting held on July 18, 2018 have accorded ‘in-principle’ approval to a draft term sheet and the transactions contemplated therein, including the broad contours of a proposed composite scheme of arrangement and amalgamation under Sections 230-232 and other applicable provisions of the Companies Act, 2013, between your Company, HT Music & Entertainment Company Limited (wholly owned subsidiary company) (HTM), Next Radio Limited (NRL), and Next Mediaworks Limited (NMW) and their respective shareholders. Insofar as your Company is concerned, the said Scheme provides, inter-alia, demerger of the FM radio business of HT Media Limited (except the radio stations operated in Hyderabad and Uttar Pradesh), on a ‘going concern’ basis and transfer and vesting of the same to NMW, and amalgamation of HTM with NMW. Save and except to the above, no material changes/ commitments have occurred after the end of the financial year 2017-18 and till the date of this report, which would affect the financial position of your Company.

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.

Your Company has in place adequate internal financial controls with reference to the financial statements. The internal control system is supplemented with an extensive program of internal audits and their reviews by the management. The in-house internal audit function supported by professional external audit firms, conduct comprehensive risk focused audits across locations and functions to maintain a proper system of control. The Audit Committee of the Board oversees the adequacy and effectiveness of the internal control environment through regular reviews of the audit findings.

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)

Date: July 18, 2018 Chairperson & Editorial Director

Place: New Delhi DIN: 00020648


Mar 31, 2017

Dear Members,

The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2017.

FINANCIAL RESULTS (STANDALONE)

Your Company’s performance during the financial year ended on March 31, 2017, along with previous year’s figures is summarized below:

(Rs, in Lacs)

Particulars

2016-17

2015-16

Total Income

158,893.20

1,60,462.30

Earnings before interest, tax, depreciation and amortization (EBITDA) from continuing operations

24,034.72

31,238.48

Add: Exceptional Item

-

2,104.00

Less: Depreciation and amortization expense

9,746.79

7,088.88

Less: Finance costs

7,868.40

5,098.16

Profit/ (Loss) before tax from continuing operations

6,419.53

21,155.44

Less: Tax Expense

- Current Tax

-

5,723.05

- Adjustment of current tax related to earlier periods

(824.53)

(396.23)

- Deferred tax charge / (credit)

1,093.43

960.03

Total tax expense

268.90

6,286.85

A. Profit/ (Loss) for the year from continuing operations (after tax)

6,150.63

14,868.59

Profit/ (Loss) from discontinued operations

-

(8,447.00)

Less: Tax charge/ (credit) including deferred tax of discontinued operations

-

(2,923.34)

B. Profit/ (Loss) from discontinued operations (after tax)

-

(5,523.66)

Profit for the year (A B)

6,150.63

9,344.93

Add: Other Comprehensive Income for the year (net of tax)

(5,501.63)

(115.36)

Total Comprehensive Income for the year (net of tax)

649.00

9,229.57

Opening balance in Retained Earnings

1,07,669.37

99,418.18

Add: Profit/ (Loss) for the year

6,150.63

9,344.93

Less:

Items of other Comprehensive Income recognized directly in Retained Earnings

- Re-measurements of post-employment benefit obligation (net of tax)

60.63

115.36

Dividend paid

930.99

930.99

Tax on Dividend

56.30

56.30

Adjustment of accumulated surplus of HT Media Employee Welfare Trust

(8.37)

(8.91)

Total Retained Earnings

1,12,780.45

1,07,669.37

The Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 w.e.f. April 1, 2016. Financial Statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. Please refer note no. 51 to the Standalone Financial Statements for further explanation on the transition to Ind AS.

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, 2017 and seek your approval for the same.

The proposed equity dividend payout (including Corporate Dividend Distribution Tax) would entail an outflow of Rs, 11.21 Crore (previous year Rs, 9.87 Crore).

During the year, the Board has framed a Dividend Distribution Policy, pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), which appears as “Annexure-A”, and is also available on the Company’s website viz. www.htmedia.in.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

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

SCHEME OF ARRANGEMENT

With a view to create a separate and focused entity to avail future emerging opportunities in the digital media segment, the Multimedia Content Management Undertaking of the Company was transferred and vested to and in HT Digital Streams Limited (HTDSL), as a ‘going concern’ on a slump exchange basis, pursuant to a Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 between the Company and HTDSL and the respective shareholders and creditors (“Scheme”). The Scheme was sanctioned by the Hon’ble Delhi High Court and Hon’ble High Court of Judicature at Patna with effect from the Appointed Date i.e., April 1, 2016.

Pursuant to the Scheme, HTDSL has issued and allotted to the Company on December 31, 2016 (being the Effective Date), its 1,14,12,104 nos. Equity Shares of Rs, 10/- each which constitutes 57.17% of the Equity Shares Capital of HTDSL along with the Company’s then existing shareholding.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management’s response to significant risks. A detailed statement indicating development and implementation of a risk management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI’s circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (“SEBI ESOP Regulations”) is available on the Company’s website viz. www.htmedia.in. The ‘HTML Employee Stock Option Scheme’ and ‘HTML Employee Stock Option Scheme - 2009’ are in compliance with the SEBI ESOP Regulations.

SUBSIDIARY COMPANIES AND JOINT VENTURE

During the year under review, HT Overseas Pte. Ltd. (HT Overseas) (step-down subsidiary) entered into a joint venture agreement with Sportority Limited (90MiN, a leading soccer media website) and NBM Capital L.P to incorporate, ‘Sports Asia Pte. Ltd.’ (Sports Asia) in Singapore. Sports Asia is authorized to operate website and various other social media applications containing football content, targeting users in India and nearby countries. HT Overseas will hold 50.50% of the capital of Sports Asia.

India Education Services Private Limited (IESPL), was operating as a 50:50 Joint Venture between the Company and Apollo Global Singapore Holdings Pte. Ltd. (Apollo Global). In view of differences in the strategy of the JV Partners for future operations of IESPL, your Company has acquired 49% equity share capital of IESPL, held by Apollo Global; and thus, the JV agreement stands terminated. Accordingly, IESPL is a subsidiary of your Company.

A composite Scheme of Capital Reduction and Arrangement (“Scheme”) under the applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 between Firefly e-Ventures Limited (Firefly), HT Digital Media Holdings Limited (HT Digital) and HT Mobile Solutions Limited (HT Mobile) (“Subsidiary Companies”) and their respective shareholders and creditors, is pending sanction by the Hon’ble National Company Law Tribunal. The Scheme, inter-alia, provides for capital reduction of HT Digital and Firefly and demerger of HT Campus Undertaking of Firefly, and transfer and vesting thereof to and in HT Mobile.

In terms of the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of subsidiary companies for the financial year ended on March 31, 2017 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same is also available on the Company’s website viz. www.htmedia.in.

A report on the performance and financial position of each of the subsidiary companies and joint venture in prescribed Form AOC-1 is annexed to the Consolidated Financial

Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’, is available on the Company’s website viz. www.htmedia.in.

The contribution of the subsidiary companies and joint venture to the overall performance of your Company is outlined in note no. 53 of the Consolidated Financial Statements for the financial year ended March 31, 2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 26, 2016, appointed Shri Dinesh Mittal as Whole-time Director, for a period of 5 (five) years w.e.f. May 26, 2016, which was approved by the Members at the 14th Annual General Meeting (AGM).

In accordance with the provisions of the Companies Act, 2013, Shri Priyavrat Bhartia, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Directors commend the re-appointment of Shri Priyavrat Bhartia for approval of the Members at the ensuing AGM.

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and SEBI Regulations. The Independent Directors have also confirmed that they have complied with the ‘Code of Conduct’ of the Company.

During the year under review, Shri Shamit Bhartia relinquished office of Joint Managing Director w.e.f. February 1, 2017. However, he continues to be a Non-executive Director of the Company.

Brief resume, nature of expertise, details of directorship held in other companies of Shri Priyavrat Bhartia proposed to be re-appointed, along with his shareholding in the Company as stipulated under Secretarial Standard-2 and Regulation 36 of SEBI Regulations is provided in the Notice of ensuing AGM.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act, 2013 and SEBI Regulations, the Board undertook an annual formal evaluation of its own performance and that of its Committees

6 Directors.

The Nomination and Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the ‘Guidance Note on Board Evaluation’ issued by SEBI on January 5, 2017.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, familiarization with relevant aspects of Company’s business/ activities etc. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination and Remuneration Committee and the Board of Directors. The Board would Endeavour to use the results of the evaluation process constructively, improve its own effectiveness and deliver superior performance.

AUDITORS

Auditors

In order to comply with the requirement of mandatory rotation of Auditors by the conclusion of the ensuing AGM, and to appoint a new Auditor in place of S.R. Batliboi

& CO. LLP, Chartered Accountants [Firm Registration No. 301003E/ E300005] (“SRB”), the Audit Committee and Board of Directors at their respective meetings held on May 19, 2017, have recommended the appointment of Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009], as Auditors of the Company, to hold office for a term of 5 (five) consecutive years from the conclusion of ensuing AGM till the conclusion of sixth AGM from the ensuing AGM (subject to ratification of their appointment by the Members at every AGM to be held in the intervening period, if so required by Companies Act, 2013). The Company has received a certificate from PwC to the effect that their appointment as Auditors shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

The Auditor’s Report of SRB on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2017, is an unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors had appointed Shri Arun Kumar Soni, Company Secretary in Practice (C.P No. 1726) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as “Annexure-B”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Auditors and the Secretarial Auditor have not reported to the Audit Committee, any instance of fraud under Section 143(12) of the Companies Act, 2013 and Rules made hereunder.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms’ length terms. The related party transactions were placed before the Audit Committee for review and approval. During the year, the Company did not enter into any contract /arrangement /transaction with related party, which could be considered material in accordance with the Company’s ‘Policy on Materiality of and dealing with Related Party transactions’ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The said policy is available on the Company’s website wz.www.htmedia.in.

Reference of the Members is invited to note no. 36 of the Standalone Annual Financial Statements, which sets out the related party disclosures as per Ind AS-24.

CORPORATE SOCIAL RESPONSIBILTY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Company has in place the Corporate Social Responsibility (CSR) Committee of the Directors, in terms of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance which forms part of the Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company, during the year under review. The CSR Policy is available on the Company’s website viz. www.htmedia.in.

The Annual Report on CSR for FY 17 is annexed herewith as “Annexure-C”.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year ended on March 31,2017, 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, 2017; and of the profit of the Company for the year ended on March 31, 2017;

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

vi. 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, guarantees /securities given: The details of investments made and loans/guarantees/securities given, as applicable, are given in the notes to the Annual Standalone Financial Statements.

Board Meetings: A yearly calendar of meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2017, the Board met five times on May 26, 2016 (two separate meetings), August 05, 2016, November 02, 2016 and January 24, 2017. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, seven standing committees of the Board of Directors are in place viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee, Banking and Finance Committee, Investment Committee, Stakeholder’s Relationship Committee and Risk Management Committee. During the year under review, the recommendations of the aforesaid Committees were accepted by the Board.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & senior management as prescribed under Section 178(3) of the Companies Act, 2013 and SEBI Regulations, is available on the Company’s website viz. www.htmedia.in.

Vigil Mechanism: The Vigil Mechanism as envisaged in the Companies Act, 2013 & rules made there under, and the SEBI Regulations, is addressed in the Company’s “Whistle Blower Policy”. In terms of the Policy, directors/employees/ stakeholders of the Company may report concerns about unethical behavior, actual or suspected fraud or any violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. www.htmedia.in.

Particulars of employees and related disclosures:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration 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 Members without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours, 21 days before the ensuing AGM. Members interested in obtaining a copy of the said Annexure, may write to the Company Secretary at the Registered Office of the Company.

Disclosures 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 for the financial year ended on March 31, 2017 in Form MGT-9 is annexed herewith as “Annexure-F”.

Corporate Governance: The report on Corporate Governance in terms of the SEBI Regulations, forms part of this Annual Report. The certificate issued by Company Secretary in Practice, is annexed herewith as “Annexure-G”.

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as “Annexure-H”.

Business Responsibility Report: In terms of the provisions of Regulation 34 of the SEBI Regulations, the Business Responsibility Report is available on the Company’s website viz. www.htmedia.in.

GENERAL

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

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

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

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

There was no change in the share capital of the Company during the year under review.

The Company has not transferred any amount to the General Reserve during the year under review.

No material changes/commitments have occurred after the end of the financial year 2016-17 and till the date of this report which would affect the financial position of your Company.

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.

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

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of 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)

Place: New Delhi Chairperson & Editorial Director

Date: July 18, 2017 DIN: 00020648


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

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X