|Our Company was incorporated under the Companies Act, 1956 on
December 3, 2002 as HT Media Limited with its registered office at Hindustan
Times House, 18-20, Kasturba Gandhi Marg, New Delhi, India.
Transfer of the Media Business
We acquired the media business of HTL, our Promoter, through a slump sale
on a going concern basis, pursuant to two business purchase agreements, both
dated August 15, 2003, the media business comprising of the entire printing and
publishing undertakings of HTL in all locations except at New Delhi, and the
publishing undertaking of HTL at New Delhi, respectively, were acquired by us at
a consideration comprising cash and issuance of Equity Shares as stated in
For the details of the Equity Shares issued to HTL pursuant to the said business
purchase agreements, see section titled 'Capital Structure-Share Capital History of
Our Company' on page 19 of this Draft Red Herring Prospectus.
The printing undertaking of HTL at New Delhi was subsequently acquired by us
through a separate agreement dated October 1, 2004 at a cash consideration detailed
Business Purchase Agreements dated August 15, 2003 and Status
1. Our Company and HTL executed two business purchase agreements dated
August 15, 2003, transferring through a slump sale on a going concern basis:
i. the entire printing and publishing undertakings of HTL in all locations except at
New Delhi at a consideration aggregating to Rs. 1,022.34 million approximately
comprising issuance of 19,755,327 Equity Shares at Rs. 51.75 each.
ii. the publishing undertaking of HTL at New Delhi at a consideration comprising of
cash amounting to Rs. 99.98 million approximately and issuance of 10,194,672
Equity Shares at a price of Rs. 51.75 each aggregating Rs. 527.58 million
2. The undertakings, transferred pursuant to the above mentioned business purchase
agreements, comprised of the intellectual property rights and all other intangible assets
related to the media business, the movable properties and the receivables related to the
media business, the contracts, the financial books, records, ledgers, bill, cash books or
registers and other records of every kind which contain information pertaining to the
accounts and finances of media business, the consents, identified insurance policies and
the investment made by the HTL in Searchlight Publishing House Limited, the liabilities and
obligations whether absolute, accrued, contingent, fixed or otherwise which (i) pertain to the
media business as of July 1, 2003 and arise in relation to the media business post July 1,
2003, including the liabilities arising from the litigation, except defamation cases and
3. The above mentioned agreements stated that the transfers were with effect from July 1,
4. As per the terms of these agreements, the sale was subject to the fulfillment of certain
conditions prior to the formal takeover of the business by our Company from HTL. These
conditions include, inter alia, the transfer of all contracts in favour of the Company,
obtaining of all operating consents required for undertaking the media business, obtaining
all third party consents, HTL obtaining the consent of its shareholders in accordance with
the Companies Act and the right title and interest in movable properties being transferred
from HTL to the Company. The Company agreed that if any defamation cases pertaining to
the media business, are filed against HTL post July 1, 2003, the Company shall reimburse
to HTL all costs, legal expenses, damages or other compensation required paid/ incurred
by HTL in defending such defamation cases.
There have been no issues raised by either HTL or us on any of the conditions stated
5. It was agreed that all the employees of HTL are due to be transferred to the Company on
the same terms and conditions of employment as were offered by HTL, on the basis of
continuity in service.
All the employees of HTL were transferred except 986 employees who did not accept the
transfer to our Company and such employees were seconded to our Company.
6. HTL has agreed to indemnify and hold the Company harmless from and against any and all
losses, claims, damages, liabilities and fees, expenses and disbursements (including the
fees, expenses and disbursements of counsel), occurring as a result of a breach of its
warranties and such indemnification is the sole remedy available to the Company. The said
parties have agreed that HTL shall not be liable to pay the Company until the cumulative
aggregate amount of the claim exceeds Rs. 10 million.
7. The agreements are governed by the laws of India and the courts at Delhi have exclusive
jurisdiction with respect to any dispute in this regard.
Business purchase agreement dated October 1, 2004
1. We executed an agreement dated October 1, 2004 with HTL by which we have acquired
the printing undertaking of HTL other than the employees, situated at Press Block, 18-20,
Kasturba Gandhi Marg, New Delhi, 110 001 at a cash consideration of Rs. 50 million.
However, such transfer is subject to the decision of the Delhi High Court in a counter claim
filed by the Hindustan Times Employees Union in CS (OS) 955 of 2004 against the transfer
of the printing undertaking of HTL at Hindustan Times House, Kasturba Gandhi Marg, New
Delhi to our Company. For details of this case, see the section titled 'Outstanding Litigation
and Material Developments' on page 164 of this Draft Red Herring Prospectus.
2. The proposed transfer in the said agreement is with effect from October 2, 2004.
3. We and HTL have agreed to indemnified each other against any losses, claims, etc
incurred as a result of the breach of any covenant or undertaking by either party under the
agreement. The agreement is governed by the laws of India.
Major events for the media business:
1924 Hindustan Times, an English daily was launched.
1927 The Hindustan Times Limited was incorporated.
1936 Hindustan, a Hindi daily was launched.
1960 A Hindi monthly magazine, Kadambini was launched.
1964 A childrens monthly magazine, Nandan was launched.
1997 News website 'hindustantimes.com' was launched.
1997- 2003 The number of printing locations was increased from three to fifteen.
2003 The media business of the HTL was transferred to our Company.
2004 Installation of a modern printing press in Greater NOIDA in the state of Uttar
-HT Media Ltd has announced that The Times of India Group & the Company have signed a memorandum of understanding (MoU)(Subject to Board approval) October 03, 2006 to establish a 50:50 Joint venture.
-Ht Media Limited has informed that Mr. Dinesh Mittal has taken over as Vice President - Legal, Tax and Company Secretary of the Company with effect from November 16, 2006.
-HT Media Ltd announced the launch of mint, a world-class business newspaper produced in partnership with The Wall Street Journal (WSJ).
-HT Media Ltd has appointed Shri Ajay Relan as an Independent Director on the Board of Directors of the Company w.e.f. May 24, 2007.
- HT Media Ltd has informed that Shri. Roger Greville have been appointed as Non-executive Independent Director on the Board of the Company w.e.f. August 13, 2008.
- HT Media Ltd has informed that the Board of Directors of the Company at its meeting held on September 18, 2008, has appointed Smt. Shobhana Bhartia as Chairperson of the Company with immediate effect.
-HT Media launches new mobile solutions venture
-HT Media, BURDA announce joint venture to tap media services market
-HT Media demerges its 'Hindi Business'
-HT Media - Launch of 'Hindustan' newspaper from Bareilly (U.P.)
- HT Media, publishing group, unveiled a newspaper the 'Gurgaon First' for Gurgaon residents, in a bid to strengthen its presence in the National Capital Region area.