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Notes to Accounts of HT Media Ltd.

Mar 31, 2015

1. Corporate Information

HT Media Limited (the Company) is a public company registered in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the National stock exchange and Bombay stock exchange. The Company publishes ''Hindustan Times'', an English daily, and ''Mint'', a Business paper daily except on Sunday'' and undertakes commercial printing jobs. The Company is also engaged into the business of providing entertainment, radio broadcast and all other related activities through its Radio Stations operating under brand name ''Fever 104'' in cities of Delhi, Mumbai, Kolkata and Bangalore. The digital business of the Company comprises of ''shine.com'' (job portal), ''hindustantimes.com'' (News Website) and ''livemint. com'' (business news website).

The Company derives revenue primarily from the sale of the above mentioned publications, advertisements published therein, by undertaking printing jobs and airtime advertisements aired at the aforesaid radio stations. Internet business also contributes to the Company''s revenue, by way of display of advertisements on these websites.

2. Basis of preparation

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

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

3. Contingent Liabilities

a) Income-tax authorities have raised additional demands for Rs. 761.08 Lacs for various financial years. The tax demands are mainly on account of disallowances of expenses claimed by the company under the Income-tax Act. The matters are pending before various authorities. The Company is contesting the demands and the management believes that its position will likely be upheld. No tax expenses have been accrued in the financial statements for these tax demands.

b) Service-tax authorities have raised additional demands for Rs. 316.67 Lacs for various financial years. The matters are pending before Service Tax Appellate Tribunal. The Company is contesting the demands and the management believes that its position will likely be upheld. No tax expenses have been accrued in the financial statements for these tax demands.

c) During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from The Hindustan Times Limited (HTL). Ex-workmen of HTL challenged the transfer of business by way of a writ in Hon''ble Delhi High Court, which was quashed on May 9, 2006. Thereafter these workmen raised the industrial dispute before various forums like Delhi Government, Industrial Tribunal-I, New Delhi (Tribunal) and Delhi High Court.

The case was decided by way of award by Industrial Tribunal, on January 23, 2013, wherein the workmen were granted "relief of treating them in continuity of services under terms and conditions of service as before their alleged termination w.e.f. October 3, 2004. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF of Industrial Dispute Act. The said notice pay or compensation, if any, received by them, will have to be refunded to the Company."

The said award after publication came into operation w.e.f. April 1, 2012. The Management issued several letter(s) to the workmen followed by the public notice asking them to refund the notice pay and retrenchment compensation so received, as directed by Industrial Tribunal, however, there was no response from the workman.

The workman also filed the Execution Proceeding for Back wages on April 2, 2012, Execution Court vide its order dated October 8, 2012, held that "No Back Wages" have been granted and decree in relation thereto cannot be executed". The Execution Court vide its order dated January 04, 2013 directed the management to reinstate the workman without insisting for refund of notice pay and retrenchment compensation The said order of the Ld. Execution Court was challenged and pending decision before High Court of Delhi. As HTL has no factory, the management has offered a notional reinstatement w.e.f. April 18, 2013 and salary from April 18, 2013. The Petitioner informed the High Court of Delhi in September, 2013 that since the management is currently engaged in real estate management and investment, it can give fresh non-industrial work to a maximum of 38 (thirty eight) workmen based on seniority. It was also submitted that the petitioner company has no work to offer except as stated above and will accordingly exercise its rights and remedies as available under the Industrial Disputes Act, 1947 qua the remaining workmen. In terms of its submissions, the management issued letter of posting to 38 workmen on December 4, 2013 and paid compensation under Section 25FFF of the Industrial Dispute Act, 1947 to remaining 167 workmen on account of closure of printing undertaking/factory long back. Final arguments were concluded and the Judgment reserved by Delhi High Court on May 27, 2014, which is still pending for judgment.

After the Petition of management, the workmen also filed Writ Petition against the order of Ld. Execution Court dated October 08, 2012 denying them back wages. The Single Bench of Delhi High Court pronounced the judgment on November 17, 2014 in favour of the workmen that Back wage are payable to them. The management challenged the said order before Division Bench of Delhi High Court, which pronounced the judgment on February 23, 2015, wherein it held that no back wages are granted to the workmen vide award dated January 23, 2012. The workmen have approached Supreme Court against the said order. The Supreme Court has issued notice to HTL in the matter. The management is confident that the outcome of the above matter would be in favour of the Company.

4 Segment Information

The primary segment reporting format is determined to be business segments as the Company''s risks and rates of return are affected predominantly by the differences in the products and services produced. Secondary information is reported geographically. The operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products.

Primary Segment

Business Segment

The Company is presently engaged in the business of Printing and Publication of Newspapers & Periodicals , business of radio broadcast and all other related activities through its Radio channels operating under brand name ''Fever 104'' in India and business of providing internet related services through a job portal Shine.com and a news website hindustantimes.com. Accordingly the Company has organised its operations into three major businesses: "Printing and Publishing of Newspapers and Periodicals", "Radio Broadcast & Entertainment" and "Digital".

Secondary Segment

Geographical Segments

The Company''s operations are mostly within India and do not have operations in economic environments with different risks and returns. Hence, it is considered operating in single geographical segment.

5. In terms of the Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 between the Company and HT Music and Entertainment Company Limited (Demerged Company) as approved by the Hon''ble Delhi High Court, the assets and liabilities of the radio business of the Demerged company were taken over as at January 1, 2009. One Time Entry Fees (OTEF) paid for acquiring license for Radio business paid by the Demerged Company in earlier years which was capitalized and amortized on straight line basis, is now amortized against the credit balance of Securities Premium Account instead of changing to the statement of profit and loss, over the useful life of the said licenses or their unexpired period (whichever is lower) from date of Merger of Radio business as per the approved Scheme. Consequently an amount of Rs. 765.42 lacs (Previous Year Rs. 765.42 lacs) towards amortization of Radio Licences has been debited to the Securities Premium Account.

6. Share Based Compensation

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

I As approved by the shareholders at their Extra-ordinary General Meeting held on October 21, 2005, during an earlier year, the Company has given interest-free loan of Rs. 2,174.28 lacs to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of Rs. 10/- each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of Rs.2/- each) from the open market [average cost per share - T92.91 based on Equity Share of Rs.2/- each], for the purpose of granting Options under the ''HTML Employee Stock Option Scheme'' (the Scheme), to eligible employees.

During the financial year 2007-08, the Scheme was modified to the effect - (a) Options granted w.e.f. September 15, 2007 shall vest as per previous revised schedule of vesting period; and (b) to extend the coverage of the Scheme to the eligible full-time employees of the subsidiary companies.

The Options granted under the Scheme shall vest as per the Schedules of vesting period which are hereinafter referred to as ''Plan A'', ''Plan B'' (applicable to Options granted w.e.f. September 15, 2007) and Plan C (applicable to Options granted w.e.f. October 8, 2009). Options granted under both the plans are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.14.02 Lacs (Credit) (Previous year credit of T46.68 Lacs) which will result into profit of Rs.14.02 Lacs (Previous year profit of Rs. 46.68 Lacs).

III HT Media Limited has given loan of Rs. 242.70 lacs to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased 37,338 Equity Shares of Rs. 10/- each of Hindustan Media Venture Limited (HMVL) - Subsidiary Company of HT media Limited, for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Scheme'' (the Scheme), to eligible employees of the group. On these purchased shares, the trust has also received 238,964 shares out of the bonus shares issued by the HMVL on February 21, 2010.

7. Commitments

Particulars 31 March 2015 31 March 2014

A. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances) 3,917.73 1,050.97

B. Other Commitments

Commitment under EPCG Scheme

The Company has obtained licenses under the Export Promotion Capital Goods (''EPCG'') Scheme for importing capital goods at a concessional rate of customs duty against submission of bonds in September 2008.

Under the terms of the respective scheme, the Company is required to export goods or/and services of FOB value equivalent to eight times the duty saved in respect of licenses within eight years from the date of issuance of license.

Accordingly, the Company is required to export goods and services of FOB value of Rs. 20,016.89 lacs by September 18, 2016. The balance export obligation left as on 31 March 2015 is Rs. 7,958.46 Lacs.

Commitment to Invest in Specific Funds

During the year ended 31 March 2015, the Company has invested in ''Tandem III, LP'' and ''Blume Ventures Fund 1A'', USD 10 Lacs and Rs.120 Lacs respectively.

Under the terms of respective agreements, the company is required to further invest USD 40 Lacs in ''Tandem III, LP'' andRs.180 Lacs in ''Blume Ventures Fund 1A''.

8. Interest in Joint Venture Company

During the year 2011-12, the Company had entered into an agreement with Apollo Global Singapore Holdings Pte. Ltd., part of Apollo Group, Inc. (U.S.A.), to participate in a 50:50 joint venture company which is intended to provide high quality educational services and programs in India. For this purpose, India Education Services Private Limited (IESPL) was incorporated as a wholly-owned subsidiary on 24th October, 2011, which later became a 50:50 joint venture w.e.f. 21st December, 2011 in terms of the said agreement.

9. Leases

Rental expenses in respect of operating leases are recognized as an expense in the statement of profit and loss, on a straight-line basis over the lease term. Operating Lease (for assets taken on Lease)

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

b) Lease payments recognized for the year are Rs.3,881.99 lacs (Previous year Rs.3,788.91 lacs) and are disclosed as Rent in note no. 27 of these financial statements.

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

- Not later than one year is Rs.1,397.49 lacs (Previous year Rs.1,260.76 lacs);

- Later than one year but not later than fve years is Rs.2,171.77 lacs (Previous year Rs.3,274.43 lacs);

- Later than fve years is Rs.319.42 lacs (Previous year Rs.217.66 lacs)

10. Capital Advances include Rs.100.94 lacs (Previous year Rs.100.94 lacs) paid towards Company''s proportionate share for right to use in the Common Infrastructure for channel transmission (for its four stations) to be built on land owned by Prasar Bharti and to be used by all the broadcasters at respective stations as per the terms of bid document on FM Radio Broadcasting (Phase II).

11. In accordance with the opinion of Expert Advisory Committee (EAC) of The Institute of Chartered Accountants of I"ndia'' (issued in the month of March 2014), the Company has consolidated the financial statements of HT Media Employee Welfare Trust ("Trust") in the standalone financial statements of the Company. Accordingly, the amount of loan of Rs.2,003.78 lacs (previous year Rs.2,109.78 lacs) outstanding in the name of Trust in the books of the Company at the year end has been eliminated against the amount of loan outstanding in the name of Company appearing in the books of Trust at the year end. Further, the investment of Rs.2,068.10 lacs (previous year Rs.2,158.25 lacs) made by the Trust in the equity shares of the Company (through secondary market) has been shown as deduction from the Share Capital to the extent of face value of the shares [T44.57 lacs (previous year T46.51 lacs)] and Securities Premium Account to the extent of amount exceeding face value of equity shares [Rs.2,023.53 lacs (previous year Rs.2,111.74 lacs)]. Further, the amount of dividend of T9.30 lacs (previous year T9.30 lacs) received by the Trust from the Company during the year end has been added back to the surplus in the statement of profit and loss.

12. Adjustment to the carrying value of investments in Ivy Talent India Private Limited

During the year, Ivy Talent India Private Limited (a wholly owned subsidiary), has made a provision of Rs.1,669.23 lacs towards permanent decline in the value of investments held by it in MyParichay Services Private Limited triggered by substantial decline in the scale of operation of MyParichay Services Private Limited due to certain permanent adverse business development. Consequently, a provision amounting to Rs.1,669.23 lacs for diminution in value of investment made by the Company in Ivy Talent India Private Limited has been accounted for and disclosed as exceptional item in these financial statements.

13. Previous year''s figures have been regrouped/reclassified to conform with current year''s classification


Mar 31, 2014

1. Corporate Information

HT Media Limited (the Company) is a public company registered in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the National stock exchange and Bombay stock exchange. The Company publishes ''Hindustan Times'', an English daily, and ''Mint'', a Business paper daily except on Sunday and undertakes commercial printing jobs. The Company is also engaged into the business of providing entertainment, radio broadcast and all other related activities through its Radio Stations operating under brand name ''Fever 104'' in cities of Delhi, Mumbai, Kolkata and Bangalore. The digital business of the Company comprises of ''shine. com'' (job portal), ''hindustantimes.com'' (News Website) and ''livemint.com'' (business news website).

The Company derives revenue primarily from the sale of the above mentioned publications, advertisements published therein, by undertaking printing jobs and airtime advertisements aired at the aforesaid radio stations. Internet business also contributes to the Company''s revenue, by way of display of advertisements on these websites.

2. Basis of Preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the Accounting Standards notifed under the Companies (Accounting Standards), Rules 2006, (as amended) and the relevant provisions of the Companies Act, 1956, read with General Circular 08/2014 dated April 4, 2014, issued by the Ministry of Corporate Affairs (MCA) in respect of Section 133 of the Companies Act 2013 and relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

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

3. CONTINGENT LIABILITIES

a. During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from its holding company namely The Hindustan Times Limited (HTL). Ex-workmen of HTL challenged the transfer of business by way of a writ petition fled in Hon''ble Delhi High Court, this petition was quashed by Hon''ble Delhi High Court on May 9, 2006. Thereafter these workmen have raised the industrial dispute before various forums like before Delhi Government, Industrial Tribunal-I, Karkardooma Courts, New Delhi (Tribunal) and Hon''ble Delhi High Court.

The case was decided by way of award by Industrial Tribunal, New Delhi on January 23, 2013, wherein the workmen were granted "relief of treating them in continuity of services under terms and conditions of service as before their alleged termination w.e.f. October 3, 2004. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF of Industrial Dispute Act. The said notice pay or compensation, if any, received by them, will have to be refunded to the Company."

The said award was published as per letter dated March 2, 2012, and came into operation w.e.f. April 1, 2012. The Management issued several letter(s) to the workmen following the public notice asking them to refund the notice pay and retrenchment compensation so received, as directed by Industrial Tribunal, however, there was no response from the workman.

The workman had also fled the Execution Proceeding for Back wages on April 2, 2012, After several rounds of proceeding and submissions by the both parties before the Ld. Execution Court, the Ld. Execution Court vide its order dated October 8, 2012, held that "No Back Wages" have been granted and decree in relation thereto cannot be executed. However, the Ld. Execution Court recorded the willingness of the management to reinstate the workmen, however, the management''s statement regarding the extent it is capable of doing, there being no factory, was not recorded. The Ld. Execution Court vide its order dated January 04, 2013 directed the management to reinstate the workman without insisting for refund of notice pay and retrenchment compensation with further advice to the parties to get clarity on refund of notice pay and retrenchment compensation from Industrial Tribunal. The said order of the Ld. Execution Court has been challenged and pending before Hon''ble High Court of Delhi. Though there is no factory, the management has offered a notional reinstatement w.e.f. April 18,2013 and salary for the period from April 18, 2013 to April 30, 2013 due to notional reinstatement has been paid on May 7, 2013. After continuing the payment for some time, the Petitioner informed the Hon''ble High Court of Delhi as recorded in order dated September 25, 2013 that the management is currently engaged in real estate management and investment, it can give option of fresh non-industrial work to a maximum of 38 (thirty eight) workmen based on seniority. It was also submitted that the petitioner company has no work to offer except as stated above who will accordingly exercise its rights and remedies as available under the Industrial Disputes Act, 1947 qua the remaining workmen. In terms of its submissions, the management issued letter of posting to 38 workmen on December 4, 2013 and paid compensation under Section 25FFF of the Industrial Dispute Act, 1947 to 167 workmen on account of closure of printing undertaking/factory on July 4, 2008. The matter is partly heard and is pending before Hon''ble High Court for final arguments and conclusion.

After the Petition of management, the workman has also fled Writ Petition against the order of Ld. Execution Court dated October 08, 2012 denying them back wages. The management based on legal advice obtained, is confdent that no back wages was ever granted to them by Industrial tribunal and accordingly they are not entitled to any back wages. The matter is now listed before Hon''ble High Court for final arguments in July, 2014.

4. Segment Information Identifcation of Segments Primary Segment

Business Segment

The Company is presently engaged in the business of Printing and Publication of Newspapers & Periodicals , business of radio broadcast and all other related activities through its Radio channels operating under brand name ''Fever 104'' in India and business of providing internet related services through a job portal Shine.com and a news website ht.com. Accordingly the Company has organized its operations into three major businesses: "Printing and Publishing of Newspapers and Periodicals", "Radio Broadcast & Entertainment" and "Digital".

Secondary Segment

Geographical Segments

The Company''s operations are mostly within India and do not have operations in economic environments with different risks and returns. Hence, it is considered operating in single geographical segment.

5. In terms of the Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 between the Company and HT Music and Entertainment Company Limited (Demerged Company) as approved by the Hon''ble Delhi High Court, the assets and liabilities of the radio business of the Demerged company were taken over as at January 1, 2009. One Time Entry Fees (OTEF) paid for acquiring license for Radio business paid by the Demerged Company in earlier years which was capitalized and amortized on straight line basis, is now amortized against the credit balance of Securities Premium Account over the useful life of the said licenses or their unexpired period (whichever is lower) from date of Merger of Radio business as per the approved Scheme. Consequently an amount of Rs.765.42 lacs (Previous Year Rs.765.42 lacs) has been debited to the Securities Premium Account in the current year.

6. Adjustment to the carrying value of investments in HT Digital Media Holdings Limited

a) (i) A Scheme of Arrangement and Restructuring u/s 391-394 r/w Sections 100-104 of the Companies Act, 1956 (the Scheme) between the Company and Firefy e- Ventures Limited (FEVL, a subsidiary Company) for, interalia, demerger of Job Portal Undertaking of FEVL (shine.com) and transfer and vesting thereof into the Company w.e.f. from April 1, 2012 (Appointed Date), was sanctioned by the Hon''ble Delhi High Court on April 18, 2013. The financial impact of the Scheme w.e.f. April 1, 2012, was considered in the financial statements of the Company for the year ended March 31, 2013. Consequent to the scheme, 6 equity shares of Rs. 2/- each were allotted to the erstwhile shareholders of FEVL on March 31, 2014 at a premium of Rs. 136/- per equity share.

(ii) Pursuant to the Scheme becoming effective, during the year ended March 31, 2013, FEVL converted the Zero Coupon Compulsorily Convertible Debentures of Rs.11,690 lacs issued by it to its holding company viz. HT Digital Media Holdings Limited aggregating into 1,169,000,000 Equity Shares of Rs.10 each fully paid up and paid up share capital post this conversion became Rs. 17,190 lacs divided into 17,19,00,000 equity shares of Rs.10 each fully paid. Paid up equity share capital of FEVL, after taking into consideration of conversion of Zero Coupon Compulsorily Convertible Debentures above, was reduced from Rs.17,190 lacs divided into 17,19,00,000 equity shares of Rs.10 each fully paid to Rs.1,250 lacs divided into 1,25,00,000 equity shares of Rs. 10 each by cancelling 15,94,00,000 equity shares of Rs.10 each without extinguishment or reduction of liability on said shares and without any payment of the cancelled value of the said shares to the shareholders of the FEVL namely HT Digital Media Holdings Limited. This capital reduction in books of FEVL resulted into diminution in value of investments held in FEVL by HT Digital Media Holdings Limited of an equivalent amount of Rs.15,940 lacs. HT Digital Media Holdings Limited as a result had written off the investments held by it in FEVL by Rs. 15,940 lacs to refect the above diminution during the year ended March 31, 2013.

(iii) The write-off of investment by HT Digital triggered a corresponding provision for diminution in value of investments held by the Company in HT Digital Media Holding Limited and a provision for diminution in value of investments of Rs.15,940.00 lacs was recorded and disclosed as exceptional item in financial statements of the Company for the Year ended march 31, 2013.

b) Consequent to the Scheme referred in a) above, during the year, HT Digital Media Holdings Limited had fled a petition with the Hon''ble Delhi High Court u/s 100 to 105 of the Companies Act, 1956 for reduction of its equity share capital by Rs.15,940 Lacs. The Petition was approved by the Hon''ble Delhi High Court vide order dated February 26, 2014. Consequent upon the approval of above capital reduction, equity share capital of HT Digital was reduced from Rs. 17,664 Lacs to Rs. 1,724 Lacs. Accordingly, the Company reduced its equity investment in HT Digital from Rs. 17,664 Lacs to Rs. 1,724 Lacs by writing off the investment by Rs. 15,940 Lacs. However, this has no impact on the financial statements of the Company, as an amount to the extent of capital reduction of Rs. 15,940 Lacs was already provided in the books of accounts in FY 2012-13 and disclosed as an exceptional item. The table below summarises the movement of Company''s Investments in the equity shares of HT Digital Media Holdings Limited:

7. Share Based Compensation

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

I. As approved by the shareholders at their Extra-ordinary General Meeting held on October 21, 2005, during an earlier year, the Company has given interest-free loan of Rs.2,174.28 lacs to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of Rs.10/- each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of Rs.2/- each) from the open market [average cost per share – Rs.92.91 based on Equity Share of Rs.2/- each], for the purpose of granting Options under the ''HTML Employee Stock Option Scheme'' (the Scheme), to eligible employees.

During the financial year 2007-08, the Scheme was modifed to the effect – (a) Options granted w.e.f. September 15, 2007 shall vest as per previous revised schedule of vesting period; and (b) to extend the coverage of the Scheme to the eligible full-time employees of the subsidiary companies.

The Options granted under the Scheme shall vest as per the Schedules of vesting period which are hereinafter referred to as ''Plan A'', ''Plan B'' (applicable to Options granted w.e.f. September 15, 2007) and Plan C (applicable to Options granted w.e.f. October 8, 2009). Options granted under both the plans are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

The relevant details of the Scheme are as under.

*Adjusted for face value of Rs.2/- after stock split

Note: Approvals obtained from the Board of Directors and Shareholder''s of the Company for the ''Plan B'' were with retrospective effect from September 15, 2007.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.46.68 lacs (Credit) (Previous year credit of Rs.46.22 lacs) which will result into profit of Rs.46.68 lacs (Previous year profit of Rs.46.22 lacs).

II. The subsidiary company, Firefy e-Ventures Private Limited has given Employee Stock Options (ESOPs) to employees of HT Media Limited (HTML).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefy e-Ventures Limited at a fixed price within a Specific period of time.

Weighted average fair value of the options outstanding of Plan B is Rs.4.82 (Previous year Rs.Nil) per option.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.3.67 Lacs (Previous Year Rs.19.39 lacs). However, these have not been charged back to the company by the subsidiary company, hence not accounted for by the Company.

III HT Media Limited has given loan of Rs.242.70 lacs to "HT Group Companies – Employee Stock Option Trust" which in turn has purchased 37,338 Equity Shares of Rs.10/- each of Hindustan Media Venture Limited (HMVL) – Subsidiary Company of HT media Limited, for the purpose of granting Options under the ''HT Group Companies –Employee Stock Option Scheme'' (the Scheme), to eligible employees of the group. On these purchased shares, the trust has also received 238,964 shares out of the bonus shares issued by the HMVL on February 21, 2010.

Details of these plans are given below: Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the HMVL at a fixed price within a Specific period of time.

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

The Company has recognized an expense of Rs. Nil (Previous year Rs. Nil) during the year for intrinsic value charge of ESOPs issued to it''s employees under this Scheme.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is NIL (Previous Year Rs.0.54 lacs).

IV. The subsidiary company, HT Mobile Solution Limited has given Employee Stock Options (ESOPs) to employees of HT Media Limited (HTML).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefy e-Ventures Limited at a fixed price within a Specific period of time.

Weighted average fair value of the options outstanding is Rs.4.74 per option.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.1.72 Lacs (Previous Year Rs.Nil ). However, these have not been charged back to the company by the subsidiary company, hence not accounted for by the Company.

Had the fair value method been used for accounting in all schemes above , the profit would have been higher by Rs.41 lacs (Previous year Rs.26.00 lacs) and adjusted basic and diluted EPS would have been Rs.6.68 (Previous year Rs.1.04) per share.

8. Gratuity (Post Employment benefit plan)

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

The following table summarizes the components of net benefit expenses recognized in the profit and Loss Account and the funded status and amount recognized in the Balance Sheet for respective plans:

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the year over which the obligation is to be settled.

The estimates of future salary increases, considered in actuarial valuation, take account of infation, seniority, promotion and other relevant factors on long term basis. The Company expects to contribute Rs.398.97 lacs (Previous year Rs. 323.08 Lacs) to gratuity fund during the year 2014-15

9. Interest in Joint Venture Company.

a) During the year 2011-12, the Company had entered into an agreement with Apollo Global Singapore Holdings Pte. Ltd., part of Apollo Group, Inc. (U.S.A.), to participate in a 50:50 joint venture company which is intended to provide high quality educational services and programs in India. For this purpose, India Education Services Private Limited (IESPL) was incorporated as a wholly-owned subsidiary on October 24, 2011, which later became a 50:50 joint venture w.e.f. December 21, 2011 in terms of the said agreement.

The Company''s share of the assets, liabilities, income and expenses of the jointly controlled entity as at and for the year ended March 31, 2014 and March 31, 2013 are as follows-

10. Names of Related Parties

Parties having direct or indirect control over the Company (Holding Company) : The Hindustan Times Limited

Subsidiaries :

Hindustan Media Ventures Limited

HT Music and Entertainment Company Limited

Firefy e- Ventures Limited

HT Digital Media Holdings Limited

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

HT Mobile Solutions Limited

HT Overseas Pte. Limited

HT Education Limited

HT Learning Centers Limited

HT Global Education

ED World Private Limited (formerly Peacock Education Services Private Ltd) Ivy Talent India Private Limited (W.e.f. 9-11-2012) Topmovies Entertainment Limited (w.e.f 24-05-2013)

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

HT Interactive Media Properties Limited Go4i.com (Mauritius) Limited Go4i.com (India) Private Limited HT Films Limited White Tide Amusement Limited

Group companies where common control exists (whether transactions with them have occurred or not) :

Paxton Trexim Private Limited

Duke Commerce Limited

Joint Venture : India Education Services Private Limited

Associate : MyParichay Services Private Limited

Key Management Personnel :

Shobhana Bhartia (Chairperson& Editorial Director)

Priyavrat Bhartia (Whole-time Director)

Shamit Bhartia (Whole-time Director)

Rajiv Verma (Whole-time Director and Chief Executive officer)

Enterprises owned or significantly infuenced by Key Management Personnel or their relatives (whether transactions with them have occurred or not) * For sake of brevity, companies which are already considered above have not been included here :

Jubilant Food Works Limited

Goldmerry Investment & Trading Company Limited

Earthstone Holding Private Limited*

Earthstone Holding (One) Private Limited

Earthstone Holding (Two) Private Limited*

Earthstone Holding (Three) Private Limited*

Earthstone Holding Overseas Private Limited

Shine Foundation (section 25 company)

Priyavrat Traders*

Billigiri Rangan Coffee Estate*

Kumaon Orchards*

Shobhana Print Media LLP

Shobhana Communications LLP

PSB Trustee Company Private Limited

SB Trusteeship Services Private Limited

Shobhana Trustee Company Private Limited

SSB Trustee Company Private Limited

*Relationship ceased during the year.

11. Leases

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

Operating Lease (for assets taken on Lease)

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

b) Lease payments recognized for the year are Rs.3788.91 lacs (Previous year Rs.3,212.78 lacs) and are disclosed as Rent in note no. 27 of these financial statements.

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

- Not later than one year is Rs.1,260.76 lacs (Previous year Rs.714.71 lacs);

- Later than one year but not later than five years is Rs.3,274.43 lacs (Previous year Rs.2,606.69 lacs);

- Later than five years is Rs.217.66 lacs (Previous year Rs.216.82 lacs)

12. Capital Advances include Rs.100.94 lacs (Previous year Rs.100.94 lacs) paid towards Company''s proportionate share for right to use in the Common Infrastructure for channel transmission (for its four stations) to be built on land owned by Prasar Bharti and to be used by all the broadcasters at respective stations as per the terms of bid document on FM Radio Broadcasting (Phase II).

13. During the previous year, the Board of Directors of the Company had accorded it''s ''in-principle'' approval to sale of the Company''s 51% equity shareholding in its subsidiary HT Burda Media Limited to Burda Druck GmbH or it''s nominee for an aggregate consideration of Rs.6,000.00 lacs, subject to the customary adjustments at the time of closing of transaction. Accordingly, during the year, the Company sold its holding of 5,15,09,990 equity shares of Rs.10/- each of HT Burda Media Limited (subsidiary company) to Burda Druck GmbH for an aggregate consideration of Rs.6,000 lacs. The profit on sale of this investment (net of expenses) of Rs.841 lacs has been disclosed in note 23 of these financial statements under Other Income.

14. During the year, In order to achieve minimum 25% public shareholding in Hindustan Media Ventures Limited (Subsidiary Company) as set out in second proviso to Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, on July 11, 2013, the Company (as Promoter of Hindustan Media Ventures Limited) sold 19,39,027 equity shares of HMVL (constituting 2.64% of its paid-up equity capital) in the secondary market, by way of ''Offer for Sale of Shares through the Stock Exchange Mechanism'', for an aggregate net consideration of Rs.2,312 lacs. The profit on sale of this investment of Rs.2,117 lacs has been disclosed in note 23 of these financial statements under Other Income. Consequently, the Companies holding in Hindustan Media Ventures Limited has reduced to 5,45,33,458 (74.30%) equity shares of Rs. 10/- each.

15. In accordance with the recent opinion of Expert Advisory Committee (EAC) of ''The Institute of Chartered Accountants of India'' (issued in the month of March 2014), the Company has during the year, consolidated the financial statements of HT Media Employee Welfare Trust ("Trust") in the standalone financial statements of the Company. Accordingly, the amount of loan of Rs. 2,109.78 lacs outstanding in the name of Trust in the books of the Company at the year end has been eliminated against the amount of loan outstanding in the name of Company appearing in the books of Trust at the year end. Further, the investment of Rs.2,158.25 lacs made by the Trust in the equity shares of the Company (through secondary market) has been shown as deduction from the Share Capital to the extent of face value of the shares (Rs. 46.51 lacs) and Securities Premium Account to the extent of amount exceeding face value of equity shares (Rs. 2, 111.74 lacs). Further, the amount of dividend of Rs. 9.30 lacs received by the Trust from the Company till the year end has been added back to the surplus in the statement of profit and loss.


Mar 31, 2013

1. CORPORATE INFORMATION

HT Media Limited (the Company) is a public company registered in India and incorporated under the provisions of the Companies Act, 1956. It''s share are listed on the National stock exchange and Bombay stock exchange. The Company publishes ''Hindustan Times'', an English daily, and ''Mint'', a Business paper daily except on Sunday'' and undertakes commercial printing jobs. The Company is also engaged into the business of providing entertainment, radio broadcast and all other related activities through its Radio Stations operating under brand name ''Fever 104'' in cities of Delhi, Mumbai, Kolkata and Bangalore. The digital business of the Company comprises of ''shine.com'' (job portal merged with the Company w.e.f., April 1, 2012 as detailed in note 34 below), ''hindustantimes.com'' (News Website) and ''livemint.com'' (business news website).

The Company derives revenue primarily from the sale of the above mentioned publications, advertisements published therein, by undertaking printing jobs and airtime advertisements aired at the aforesaid radio stations. Internet business also contributes to the Company''s revenue by way of display of advertisements on these websites.

2. BASIS OF PREPARATION

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

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

3. Contingent Liabilities

a. During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from its holding company namely The Hindustan Times Limited (HTL). Ex-workmen of HTL challenged the transfer of business by way of a writ petition filed in Hon''ble Delhi High Court, this petition was quashed by Hon''ble Delhi High Court on May 9, 2006. Thereafter these workmen have raised the industrial dispute before various forums like before Delhi Government, Industrial Tribunal-I, Karkardooma Courts, New Delhi (Tribunal) and Hon''ble Delhi High Court

The case was decided by way of award by Industrial Tribunal, New Delhi on 23.01.2013, wherein the workmen were granted "relief of treating them in continuity of services under terms and conditions of service as before their alleged termination w.e.f. 03.10.04. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF of Industrial Dispute Act. The said notice pay or compensation, if any, received by them, will have to be refunded to the Company."

The said award was published as per letter dated March 2, 2012, and came into operation w.e.f. April 1, 2012. The Management issued several letter(s) to the workmen following the public notice asking them to refund the notice pay and retrenchment compensation so received, as directed by Industrial Tribunal, however, there was no response from the workman.

The workman had also filed the Execution Proceeding for Back wages on April 2, 2012, After several rounds of proceeding and submissions by the both parties before the Ld. Execution Court, the Ld. Execution Court vide its order dated 08.10.2012, held that "No Back Wages" have been granted and decree in relation thereto cannot be executed. However, the Ld. Execution Court recorded the willingness of the management to reinstate the workmen, however, the management''s statement regarding the extent it is capable of doing, there being no factory, was not recorded. The Ld. Execution Court vide its order dated January 04, 2013 directed the management to reinstate the workman without insisting for refund of notice pay and retrenchment compensation with further advice to the parties to get clarity on refund of notice pay and retrenchment compensation from Industrial Tribunal. The said order of the Ld. Execution Court has been challenged and pending before Hon''ble High Court of Delhi. Though there is no factory,, the management has offered a notional reinstatement w.e.f. April 18,2013 and salary for the period from April 18, 2013 to April 30, 2013 due to notional reinstatement has been paid on May 7, 2013.

After the Petition of management, the workman has also filed Writ Petition against the order of Ld. Execution Court dated October 08, 2012 denying them back wages. The management based on legal advice obtained, is confident that no back wages was ever granted to them by Industrial tribunal and accordingly they are not entitled to any back wages.

b. Guarantee issued by the Company to Bank against line of credit sanctioned to Hi Burda Media Limited, a subsidiary, Rs.3,500 Lac (Previous year Rs.3,500 Lac)

Guarantee issued by Company''s bankers on behalf of Hi Burda Media Limited, a subsidiary, to third parties Rs.Nil (Previous year Rs.18.00 Lac)

4. SEGMENT INFORMATION

Identification of Segments Primary Segment Business Segment the Company is presently engaged in the business of Printing and Publication of Newspapers & Periodicals , business of radio broadcast and all other related activities through its Radio channels operating under brand name ''Fever 104'' in India and business of providing internet related services through a job portal Shine.com and a news website ht.com. Accordingly the Company has organised its operations into three major businesses: "Printing and Publishing of Newspapers and Periodicals", "Radio Broadcast & Entertainment" and "Digital".

Secondary Segment Geographical Segments

The Company''s operations are mostly within India and do not have operations in economic environments with different risks and returns. Hence, it is considered operating in single geographical segment.

5. In terms of the Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 between the Company and HT Music and Entertainment Company Limited (Demerged Company) as approved by the Hon''ble Delhi High Court, the assets and liabilities of the radio business of the Demerged company were taken over as at |anuary 1, 2009. One Time Entry Fees (OTEF) paid for acquiring license for Radio business paid by the Demerged Company in earlier years which was capitalized and amortized on straight line basis, is now amortized against the credit balance of Securities Premium Account over the useful life of the said licenses or their unexpired period (whichever is lower) from date of Merger of Radio business as per the approved Scheme. Consequently an amount of Rs.765.42 Lac (Previous Year Rs.767.52 Lac) has been debited to the Securities Premium Account in the current year.

6. (A) MERGER OF JOB PORTAL BUSINESS

The Board of Directors of the company ("Resulting company ") and Firefly e-Ventures Limited (FEVL) ("Demerged company"), (FEVL is a step down subsidiary of the company through company''s wholly owned subsidiary HT Digital Media Holdings Limited ), had during the previous year accorded an ''in-principle'' approval to a Scheme of Arrangement and Restructuring u/s 391-394 read with sections 100-104 of the Companies Act, 1956 (herein referred to as "the Scheme"). The Scheme, inter-alia, provided for demerger of |ob Portal undertaking of FEVL and transfer and vesting thereof into the Company, w.e.f. from April 1, 2012 (the Appointed Date).

The Scheme was approved by the Equity Shareholders, Secured and Unsecured Creditors of the two Companies, at their respective meetings held on July 14, 2012 in terms of the Order made on May 30, 2012 by the Hon''ble Delhi High court. The Scheme has been sanctioned by the Hon''ble Delhi High Court on April 18, 2013 and became effective from May 6, 2013 on its filing with Registrar of companies, NcT and Haryana.

With the scheme becoming effective from the appointed date i.e., w.e.f. April 1, 2012, the assets and liabilities, rights and obligation of FEVL relatable to Job Portal Undertaking have been vested with the Company. The Scheme has, accordingly, been given effect to in these financial statements

The impact in financial statements of the Company for the year ended March 31, 2013 is as below:

a) The Company recorded the assets and liabilities of the Job Portal Undertaking vested in it pursuant to this Scheme, at the respective book values thereof, as appearing in the books of FEVL on the day immediately preceding the Appointed Date. Deficit in the value of net assets of Job Portal Undertaking transferred to the Company pursuant to the Scheme over the fair value of the New Equity Shares to be allotted by Company has been adjusted first against balance of Securities Premium Account, to the extent of Share Premium to be created pursuant to Scheme and the remaining amount has been adjusted against the Capital Reserve.

b) In terms of Scheme, no shares shall be issued to the holding company of FEVL namely HT Digital Media Holding Company Limited, being a subsidiary of the Company.

c) The income and expenses of Job Portal Undertaking w.e.f. April 1, 2012 have been recorded as income and expenses of the Company and following numbers relatable to Job Portal Undertaking have been included in Statement of Profit and Loss of the Company for the year ended March, 31, 2013:

d) Pursuant to the Scheme becoming effective, the carry forward business loss of Rs.15,698.63 Lac as per Income-tax Act relatable to Job Portal Undertaking is available with the Company. The tax loss so transferred has been considered for the purpose of computation of current tax provision for the current year. This has made the current tax payable under normal tax provisions to be nil and therefore provision for tax is created under the provisions of Minimum Alternate Tax (MAT). The company has accounted for deferred tax assets of Rs.522.79 Lac on unabsorbed business losses. The Company is confident that subsequent realisation of the deferred tax assets created is virtually certain in the near future based on profit earned during the financial year 2013-14 so far.

e) the Company has recognized Rs.3,773.00 Lac on March 31, 2013 as Minimum Alternate tax (MAi) credit entitlement, which represents that portion of the MAT Liability, the credit of which would be available based on the provisions of Section 115 JAA of the Income tax Act, 1961. the Management based on the future profitability projections is confident that there would be sufficient taxable profit in future which will enable the Company to utilize the above MAT credit entitlement.

(B) Adjustment to the carrying value of investments in HT Digital Media Holdings Limited

Pursuant to the Scheme becoming effective: (i) FEVL converted the Zero Coupon Compulsorily Convertible Debentures of Rs.11,690 Lac issued by it to its holding company viz. HT Digital Media Holdings Limited aggregating into 11,69,00,000 Equity Shares of Rs.10 each fully paid up and paid share capital post this conversion became Rs.17,190 Lac divided into 17,19,00,000 equity shares of Rs.10 each fully paid (ii) Paid up equity share capital of FEVL, after taking into consideration of conversion of Zero Coupon Compulsorily Convertible Debentures of above, has been reduced from Rs.17,190 Lac divided into 17,19,00,000 equity shares of Rs.10 each fully paid to Rs.1,250 Lac divided into 1,25,00,000 equity shares of Rs.10 each by cancelling 15,94,00,000 equity shares of Rs.10 each without extinguishment or reduction of liability on said shares and without any payment of the cancelled value of the said shares to the shareholders of the FEVL namely HT Digital Media Holdings Limited. This capital reduction in books of FEVL has led to diminution in value of investments held in FEVL by HT Digital Media Holdings Limited of an equivalent amount of Rs.15,940 Lac. Ht Digital Media Holdings Limited as a result has written off the investments held by it in FEVL by Rs.15,940 Lac to reflect the above diminution.

The write-off of investment by HT Digital has triggered a corresponding provision for diminution in value of investments held by the Company in HT Digital Media Holding Limited and a provision for diminution in value of investments of Rs.15,940.00 Lac has been recorded and disclosed as exceptional item in financial statements of the Company.

7. SHARE BASED COMPENSATION

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

I. As approved by the shareholders at their Extra-ordinary General Meeting held on October 21, 2005, during an earlier year, the Company has given interest-free loan of Rs.2,174.28 Lac to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of Rs.10/- each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of Rs.2/- each) from the open market [average cost per share - Rs.92.91 based on Equity Share of Rs.2/- each], for the purpose of granting Options under the ''HTML Employee Stock Option Scheme'' (the Scheme), to eligible employees.

During the financial year 2007-08, the Scheme was modified to the effect - (a) Options granted w.e.f. September 15, 2007 shall vest as per previous revised schedule of vesting period; and (b) to extend the coverage of the Scheme to the eligible full-time employees of the subsidiary companies.

The Options granted under the Scheme shall vest as per the Schedules of vesting period which are hereinafter referred to as ''Plan A'', ''Plan B'' (applicable to Options granted w.e.f. September 15, 2007) and Plan C (applicable to Options granted w.e.f. October 8, 2009). Options granted under both the plans are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

8. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

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

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

9. INTEREST IN JOINT VENTURE COMPANY

a) During the year 2011-12, the Company had entered into an agreement with Apollo Global Singapore Holdings Pte. Ltd., part of Apollo Group, Inc. (U.S.A.), to participate in a 50:50 joint venture company which is intended to provide high quality educational services and programs in India. For this purpose, India Education Services Private Limited (IESPL) was incorporated as a wholly-owned subsidiary on 24th October, 2011, which later became a 50:50 joint venture w.e.f. 21st December, 2011 in terms of the said agreement.

The Company''s share of the assets, liabilities, income and expenses of the jointly controlled entity as at and for the year ended March 31, 2013 and March 31, 2012 are as follows-

10. LEASES

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

Operating Lease (for assets taken on Lease)

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

b) Lease payments recognized for the year are Rs.3,212.78 Lac (Previous year Rs.2,876.02 Lac) and are disclosed as Rent in note no. 27 of these financial statements.

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

- Not later than one year is Rs.714.71 Lac (Previous year Rs.435.55 Lac);

- Later than one year but not later than five years is Rs.2,606.69 Lac (Previous year Rs.1,694.06 Lac);

- Later than five years is Rs.216.82 Lac (Previous year Rs.18.15 Lac).

11. Capital Advances include Rs.100.94 Lac (Previous year Rs.100.94 Lac) paid towards company''s proportionate share for right to use in the common Infrastructure for channel transmission (for its four stations) to be built on land owned by Prasar Bharti and to be used by all the broadcasters at respective stations as per the terms of bid document on FM Radio Broadcasting (Phase II).

12. The Board of Directors of the Company has accorded it''s ''in-principle'' approval to sale of the Company''s entire 51% equity shareholding in it''s subsidiary HT Burda Media Limited to Burda Druck GmbH or it''s nominee for an aggregate consideration of Rs.6,000.00 Lac, subject to the customary adjustments at the time of closing of transaction. Accordingly, the investment in HT Burda Media Limited has been classified as Current Investment.

13. Previous year''s figures have been regrouped/reclassified to conform with current year''s classification.


Mar 31, 2011

1. Nature of Operations

The Company publishes Hindustan Times.an English daily.andMint.a Business paper daily except on Sunday. The Company is also engaged into the business of providing entertainment, radio broadcast and all other related activities through its radio stations operating under brand nameFever 104 in cities of Delhi, Mumbai, Kolkata and Bangalore. Till November 2009, the Company was also engaged in publishing Hindustan, a Hindi Daily and two monthly magazines Nandan and Kadambani. With effect from December 1,2009, the Company has sold the "Hindi Business Undertaking" comprising ofHindustan, the Hindi Daily, Nandan and Kadambani, Hindi magazines on a slump sale basis to Hindustan Media Ventures Limited, its subsidiary company.

The Company derives revenue primarily from the sale of the above mentioned publications, advertisements published therein, by undertaking printing jobs and airtime advertisements aired at the aforesaid radio stations. The Company also derives revenue from the internet business, by displaying advertisements on its websites hindustantimes.com and livemint.com.

2. Basis of preparation

The financial statements are prepared to comply in all material aspects with Indian Accounting Standards as notified by theCompanies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on accrual basis except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

3. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon managements best knowledge of current events and actions.actual results coulddifferfromtheseestimates.

4. Contingent Liabilities

a) During the year ended March 31,2005, the Company acquired the printing undertaking at New Delhi from its holding company namely The Hindustan Times Limited (HTL).The writ petition filed by the ex-workmen of HTL challenging the transfer of business was quashed by the Honble Delhi High Court on May 9,2006. Thereafter, the ex-workmen of HTL raised the industrial dispute before Delhi Government, who referred the dispute to Industrial Tribunal-I, Karkardooma Courts, New Delhi (Tribunal). During the course of the proceedings before the Tribunal, the ex-workmen moved application for interim relief. The Tribunal vide its order dated March 8,2007, granted interim relief to theex-workmen of HTL to the extent of 50% of last drawn wages from thedateof such order till the disposal of the matter. However, HTL challenged the said order before Honble Delhi High Court in a Writ Petition, wherein the Honble Court modified the order of the Tribunal to the extent that the amount equivalent to 50% so received by ex-workmen will be set off against their retrenchment compensation (not encashed by the above ex-workmen till date), in the event of HTL succeeding in the writ petition. The Honble Court further clarified that payment will be made only from date of the High Court order (i.e. March 23,2007) till the disposal of writ petition and it further stayed the orderand proceedings pending before the Tribunal. The said writ stands disposed of by Delhi High Court vide order dated 16.012009 by holding that it was agreed between the parties to make the payment to ex-workmen till the amount of their Retrenchment Compensation is exhausted. The stay on the proceedings before the Industrial Tribunal was also vacated by High Court and accordingly proceedings before the Industrial Tribunal has re-started.

The matter has reached the stage of final arguments and no additional adverse order has been passed against thecompany during the currentfinancial year. In the meanwhile the workmen in question in the said Writ Petition has filed contempt petition against the Hindustan Times Limited and its Directors and is pending before the court. Considering the merits of the case and discussions with the solicitors, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against thesame at this point in time.

b) Guarantee to Bank against line of credit sanctioned to HT Burda Media Limited, a subsidiary,Rs.3,500 lacs (Previous year Nil)

c) Income tax department has raised a demand of Rs.618.79 lacs (Previous year Nil) for the Assessment Year 2008-09 in respect of certain expenses disallowed by Assessing Officer. The Company has filed an appeal against the order of the Assessing Officer to Commissioner of Income Tax (Appeals). TheCompany based on legal adviceobtained is confident of winning the above case and is of view that no provision is required.

d) GuaranteeissuedbyCompanysbankerson behalf of HTBurda Media Limited.a subsidiary, to third parties Rs.5101 lacs (Previous year Nil).

5. In the previous year the Company has sold its Hindi business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) relating to publication business segments, on slump sale and going concern basis to Hindustan Media Ventures Limited, a subsidiary of the Company with effect from December 1,2009 on Book Value as on November 30,2009 (closing), for a lump-sum cash consideration of Rs.14,318.27 lacs comprising of fixed assets of Rs. 12,534.26 lacs and net working capital of Rs.1,784.01 lacs. Since the sale was made on book value therefore there was no gain or loss on such transaction and considering the brought forward long term capital losses, there was no tax impact of such transaction. Due to the sale of Hindi business undertaking, the results for the year ended March 31,2011 are not comparable with the results fortheyearended March 31,2010

6. In terms of the Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 between the Company and HT Music and Entertainment Company Limited (Demerged Company) as approved by the Honble Delhi High Court, the assets and liabilities of the radio business of the Demerged company were taken over as at January 1,2009. One Time Entry Fees (OTEF) paid for acquiring license for Radio business paid by the Demerged Company in earlier years which was capitalized and amortized on straight line basis, is now amortized against the credit balance of Securities Premium Account over the useful lifeof the said licenses or their unexpired period (whichever is lower) from date of merger of Radio business as per the approved Scheme. Consequently an amount of Rs.765.44 lacs (Previous Year Rs.765.44 lacs) has been debited to the Securities Premium Account in thecurrent year.

7. The Company has till date invested Rs.5,500 lacs in Firefly e-Ventures Limited through its wholly owned subsidiary company HT Digital Media Holdings Limited (formerly known as Hindustan Media Limited) by way of Equity Share Capital. Firefly is engaged in the internet related business like Job portals, Social Networking, etc. Firefly is presently operating three websites [businesses] in the nameofShine.com.HTCampus.com and Desimartini.com. Firefly has been presently incurring losses and the accumulated losses as at March 31,2011 are Rs.9,519.67 lacs (Previous year Rs. 6,740.29 lacs). The Company, however, is of the view that the nature of business of Firefly being such, the losses were expected in the initial years and that based on future projections prepared by Firefly for next five years expects to generate sufficient income which will enable it to offset the entire amount of accumulated losses incurred up to date. In view of this, no impairment provision is considered against this investment.

During the current year, the Company has also filed a Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956 (the Scheme) with Firefly. The Scheme provides for demerger of Job Portal Undertaking of Firefly [Shine.com ] and transfer and vesting thereof into the Company w.e.f the appointed date, i.e. January 1,2011. The Scheme was approved by a Committee of Board of Directors of the Company on December 8,2010, subject to requisite approval(s) and sanction by the Honble Delhi High Court. The Scheme has been approved by the equity shareholders and creditors of both thecompanies and at present is awaiting sanction by the Honble Delhi High Court. Since the Scheme is awaiting sanction by the Honble Delhi High Court, therefore, the impact of the Scheme has not been taken in the books of the Company for the year ended March 312011

8. Share Based Compensation

The Instituteof Chartered Accountants of India has issueda GuidanceNoteon Accounting for Employees Share-based Payments, which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Group Company and parent company and there is no cross charge to the Company for obligation towards expenses. Accordingly, the Company is of the opinion that there is no further accounting required. However, to haveanunderstandingofthescheme, relevant disclosuresaregiven below. I. As approved by the shareholders at their Extra-ordinary General Meeting held on October 21, 2005, during an earlier year, the Company has given interest-free loan of Rs.2,174.28 lacs to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of Rs.10/- each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of %2j- each) from the open market [average cost per share - Rs.92.91 based on Equity Shareof fl/- each], for the purpose of granting Options under the HTML Employee Stock Option Scheme (the Scheme), toeligibleemployees.

During the financial year 2007-08, the Scheme was modified to the effect - (a) Options granted w.e.f. September 15,2007 shall vest as per previous revised schedule of vesting period; and (b) to extend the coverage of the Scheme to the eligible full-time employees of thesubsidiary company.

The Options granted under the Scheme shall vest as per the Schedules of vesting period which are hereinafter referred to as Plan A, Plan B (applicable to Options granted w.e.f. September 15, 2007) and Plan C (applicable to Options granted w.e.f. October 8, 2009). Options granted under both the plans are exercisable for a period of 10 years after the scheduled vesting dateofthelasttrancheoftheOptions as pertheScheme.

A. Details of these plans are given below:

Employee Stock Options

Astockoptiongivesan employee, the right to purchase equitysharesof Firefly e-Ventures Limited at a fixed pricewithina specific period of time. Thegrantprice(orstrikeprice) for options granted during thefinancialyear 2009-10 shall be Rs.10 each per option

Weighted average fair value of the options outstanding is Rs.4.82 (Previous year Rs.4.43) per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

HT Media Limited has given loan of Rs.242.70 lacs (Previous Year- Rs.242.70 lacs) along withTheHindustanTimes Limited (theparent company) to"HTGroupCompanies-EmployeeStockOption Trust" which in turn has purchased 37,338 Equity Shares of Rs.10/- each of Hindustan Media Ventures Limited (HMVL) - Subsidiary Company of HT Media Limited, for the purpose of granting Options under theHTGroup Companies -Employee StockOptionScheme(theScheme), to eligible employees of thegroup. On these purchased shares, the trust has also received 238,964 shares out of the bonus shares issued by HMVL on February 21,2010.

A. Details of these plansare given below: Employee Stock Options

Astockoptiongivesanemployee, the righttopurchaseequityshares of HMVLatafixedpricewithinaspecific period of time.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors on long term basis. The Company expects to contribute Rs. 233.53 lacs to gratuity fund in the year2011-12

9. Leases

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

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreedtermswithorwithoutrentalescalations.

b) Lease payments recognized for the year are Rs.2,78456 lacs (Previous year Rs.2,639.19 lacs) and are disclosed as Rent under Schedule 18.

c) Thefuture minimum lease payments under non-cancellable operating leases .Not later than one year is Rs.403.27 lacs (Previousyear Rs.393.97 lacs);

.Later than one year but not later than five years is Rs.688.64 lacs (Previous year Rs.1,022.51 lacs);

.Laterthan five years is Rs.222.84 lacs (Previous year f 227.13 lacs).

d) Sub-lease Income recognized fortheyearareRs.43.00lacs(PreviousyearRs.73.00 lacs)

10. Exceptional Items

a. Exceptional item includes of provision of Nil (Previous Year Rs.2,750 lacs) towards diminution in Companys investment in eguity share capital of thejoint venture and provision of Nil (PreviousYear Rs.287 lacs) towards amount recoverable from the said joint venture.

b. With effect from current year, the provision for impairment related to "Partnership for Growth" business has been considered as part of operating expenses. Accordingly Rs.550 lacs for financial year ended March 31, 2010 have been reclassified from exceptional items to operating expenses. The provision are estimated by management based on valuations carried out by independent valuers.

11. Previous Year comparatives

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





 
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