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.
Your Companyâs performance during the financial year ended on March 31, 2023, along with previous yearâs 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 |
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 (âSEBI Listing Regulationsâ) is available on the Companyâs 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.
The Composite Scheme of Amalgamation (âthe Schemeâ) u/s 230-232 of the Companies Act, 2013 (âthe Actâ) 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 Honâble National Company Law Tribunal (NCLT), New Delhi Bench. The Company has filed an appeal with Honâble National Company Law Appellate Tribunal.
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 managementâs 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.
The Companyâs âHTML Employee Stock Option Scheme-2007â (âHTML ESOS 2007â) and âHTML Employee Stock Option Scheme - 2009â (âHTML ESOS 2009â) whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Companyâs shares, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI ESOP Regulationsâ) 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 âHTML ESOS 2007â and âHTML ESOS 2009â. 68,112 options were vested and 11,352 options were cancelled under âHTML ESOS 2009â.
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 Companyâs 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) (âSchemeâ), 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 âBusiness Combinationsâ. 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 âin accordance with the Schemeâ and âin accordance with accounting standardsâ.
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 Companyâs 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 âPolicy for determining Material Subsidiary(ies)â, is available on the Companyâs 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 (âSS-2â) 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 stakeholdersâ expectations. This is aimed at enhancing the organizationâs 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 Companyâs âCode of Conductâ.
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 Companyâs 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.
Statutory Auditor
B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (âBSRâ) 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 Auditorâs 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 âAnnexure - Aâ. 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.
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 armsâ 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 Companyâs âPolicy on Materiality of and dealing with Related Party Transactionsâ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companyâs 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.
Companyâs Non-Convertible Debentures (âNCDsâ) 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 âReport on Corporate Governanceâ, 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 Companyâs 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.
DIRECTORSâ 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 âgoing concernâ 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.
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, Stakeholdersâ 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 âReport on Corporate Governanceâ 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 Companyâs 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 Companyâs âWhistle Blower Policyâ. 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 Companyâs 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 Companyâs 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 employeesâ remuneration forms part to this Report. In terms of the provisions of Section 136(1) of the Act, the Boardâs 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 âAnnexure - Bâ.
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 âAnnexure - Câ.
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 âAnnexure - Dâ.
During the year under review, Secretarial Standards (i.e. SS-1 and SS-2) relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, 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 Companyâs 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.
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 âgoing concernâ status and Companyâs 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.
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.
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 Companyâs performance during the financial year ended on March 31, 2018, along with previous yearâs 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 (âSEBI Listing Regulationsâ) is appearing as âAnnexure-Aâ, and is also available on the Companyâs 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 âEntertainment & Digital Innovation Businessâ 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 (âSchemeâ), which is subject to requisite approval(s). The Scheme, inter-alia, envisages demerger of âEntertainment & Digital Innovation Businessâ of the Company and transfer and vesting thereof into Digicontent Limited, on a going concernâ basis w.e.f. March 31, 2018 (Appointed Date).
Pursuant to the directions of Honâble National Company Law Tribunal (âNCLTâ), 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 managementâs 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 SEBIâs circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (âSEBI ESOP Regulationsâ) is available on the Companyâs website viz. www.htmedia.in. The âHTML Employee Stock Option Schemeâ and âHTML Employee Stock Option Scheme - 2009â 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, âHT Digital Ventures Limitedâ. The name of this Company was changed to âDigicontent Limitedâ (âDCLâ) w.e.f. October 24, 2017. As on March 31, 2018 DCL holds 42.83% equity stake in another subsidiary company namely, âHT Digital Streams Limitedâ.
Your Company has acquired âDesimartini.comâ business from Topmovies Entertainment Limited, a wholly-owned subsidiary company during FY-18, as a âgoing concernâ on slump-sale basis.
The Honâble National Company Law Tribunal (âNCLTâ) vide its order dated October 17, 2017 sanctioned a composite Scheme of Capital Reduction and Arrangement (âSchemeâ) under the applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 between the Subsidiary Companies viz. Firefly e-Ventures Limited (âFireflyâ), HT Digital Media Holdings Limited (âHT Digitalâ) and HT Mobile Solutions Limited (âHT Mobileâ) 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 (âDemerged Companyâ) and Hindustan Media Ventures Limited (âResulting Companyâ) 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 âgoing concernâ 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 Companyâs 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 âPolicy for determining Material Subsidiary(ies)â, is available on the Companyâs 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 âCode of Conductâ 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 âGuidance Note on Board Evaluationâ 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 companyâs 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 Auditorsâ 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 âAnnexure - Bâ. 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 armsâ 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 Companyâs âPolicy on Materiality of and dealing with Related Party Transactionsâ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companyâs 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 Companyâs website viz. www.htmedia.in.
The Annual Report on CSR for FY 18 is annexed herewith as âAnnexure - Câ.
DIRECTORSâ 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 âgoing concernâ 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, Stakeholdersâ 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 Companyâs 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 Companyâs âWhistle Blower Policyâ. 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 Companyâs Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companyâs 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 âAnnexure - Dâ to this Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Boardâs 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 âAnnexure - Eâ.
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 âAnnexure - Fâ.
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 âAnnexure - Gâ.
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 âAnnexure - Hâ.
SECRETARIAL STANDARDS
Your Directors state that applicable revised Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, 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 âin-principleâ 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 âgoing concernâ 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 âgoing concernâ status and Companyâs 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 Companyâs performance during the financial year ended on March 31, 2017, along with previous yearâs 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 (âInd ASâ) 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 (âSEBI Regulationsâ), which appears as âAnnexure-Aâ, and is also available on the Companyâs 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 âgoing concernâ 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 (âSchemeâ). The Scheme was sanctioned by the Honâble Delhi High Court and Honâble 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 Companyâs 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 managementâs 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 SEBIâs circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (âSEBI ESOP Regulationsâ) is available on the Companyâs website viz. www.htmedia.in. The âHTML Employee Stock Option Schemeâ and âHTML Employee Stock Option Scheme - 2009â 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, âSports Asia Pte. Ltd.â (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 (âSchemeâ) 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) (âSubsidiary Companiesâ) and their respective shareholders and creditors, is pending sanction by the Honâble 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 Companyâs 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 âPolicy for determining Material Subsidiary(ies)â, is available on the Companyâs 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 âCode of Conductâ 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, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the âGuidance Note on Board Evaluationâ 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 Companyâs 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] (âSRBâ), 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 Auditorâs 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 âAnnexure-Bâ. 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 armsâ 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 Companyâs âPolicy on Materiality of and dealing with Related Party transactionsâ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The said policy is available on the Companyâs 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 Companyâs website viz. www.htmedia.in.
The Annual Report on CSR for FY 17 is annexed herewith as âAnnexure-Câ.
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 âgoing concernâ 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, Stakeholderâs 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 Companyâs 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 Companyâs âWhistle Blower Policyâ. 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 Companyâs Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companyâs 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 âAnnexure-Dâ to this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Boardâs 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 âAnnexure-Eâ.
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 âAnnexure-Fâ.
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 âAnnexure-Gâ.
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 âAnnexure-Hâ.
Business Responsibility Report: In terms of the provisions of Regulation 34 of the SEBI Regulations, the Business Responsibility Report is available on the Companyâs 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 âgoing concernâ status and Companyâs 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