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Notes to Accounts of HT Media Ltd.

Mar 31, 2016

1. CONTINGENT LIABILITIES

a) Income-tax authorities have raised additional demands for Rs, 405.67 Lacs (Previous Year 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 (Previous Year 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 31 March 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 9 May 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 23 January 2012, 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. 3 October 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. 1 April 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 workmen.

The workmen also filed the Execution Proceeding for Back wages on 2 April 2012, Execution Court vide its order dated 8 October 2012, held that “No Back Wages” have been granted and decree in relation thereto cannot be executed”. The Execution Court vide its order dated 4 January 2013 directed the management to reinstate the workmen 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. 18 April 2013 and salary from 18 April 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 4 December 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 27 May 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 8 October 2012 denying them back wages. The Single Bench of Delhi High Court pronounced the judgment on 17 November 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 23 February 2015, wherein it held that no back wages are granted to the workmen vide award dated 23 January 2012. The workmen have approached Hon’ble Supreme Court against the said order, wherein notice is issued without any stay on the final order of the Hon’ble Division Bench.

d) The Company is involved in various litigations the outcome of which are considered probable and in respect of which the company has aggregate provisions of Rs, 1,030.17 lacs (Previous Year: Rs, 842.64 lacs) as at 31 March 2016.

2. 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 differences in the products and services produced. Secondary information is reported geographically. The operating businesses are organized and managed separately according to the nature of the 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’ and recently launched ‘Radio Nasha 107.2’ 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.

3. 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 1 January 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 charging 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, 767.52 Lacs (Previous Year Rs, 765.42 Lacs) towards amortization of Radio Licenses has been debited to the Securities Premium Account.

4. SHARE BASED COMPENSATION

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations,

2014 and the Guidance Note on Accounting for ‘Employees Share-based Payments, 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 Extraordinary General Meeting held on 21 October 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 modified to the effect - (a) Options granted w.e.f. 15 September 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. 15 September 2007) and Plan C (applicable to Options granted w.e.f. 8 October 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.

10 years after the scheduled vesting date of the last tranche of the

Exercise Period

Options, as per the Scheme

Employee remaining in the employment of the Company during the

Vesting Conditions

vesting period

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, Nil (Previous year credit of Rs,14.02 Lacs) which will result into profit of Rs, Nil (Previous year profit of Rs, 14.02 Lacs).

II. The subsidiary company, Firefly 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 Firefly e-Ventures Limited at a fixed price within a specific period of time.

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, 2.75 Lacs (credit) (Previous Year Rs, 0.57 Lacs) which will result into profit of Rs, 2.75 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 21 February 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 its 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 Rs, Nil (Previous Year Rs, Nil).

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 HT Mobile Solution Limited at a fixed price within a specific period of time.

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, 0.22 Lacs(credit) (Previous Year Rs, 1.18 Lacs ) which will result into profit of Rs, 0.22 Lacs. 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, 2.97 Lacs (Previous year Rs, 12.27 Lacs) and adjusted basic and diluted EPS would have been Rs, 4.64 (Previous year Rs, 4.89) per share.

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 18 September 2018. The balance export obligation left as on 31 March 2016 is Rs, 5,505.92 Lacs (Previous Year Rs, 7,958.46 Lacs). The management is confident of fulfilling the said commitment within the stipulated time or extended time as allowed.

Commitment to Invest in Specific Funds

As on 31 March 2016, the Company has invested in Tandem III, LP’, ‘Blume Ventures Fund IA’ and ‘Trifecta Venture Debt Fund - I’ USD 10.00 Lacs, Rs, 240.00 Lacs and Rs, 747.80 Lacs, respectively.

Under the terms of respective agreements, as on Mar 31, 2016 the company is required to further invest USD 40.00 Lacs (Previous Year: USD 40.00 Lacs), Rs, 60.00 Lacs (Previous Year: Rs, 180 Lacs), and Rs, 1,252.20 Lacs (Previous Year Rs, Nil) in Tandem III, LP’, ‘Blume Ventures Fund IA’ and ‘Trifecta Venture Debt Fund - I’, respectively.

5. 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 Account and the funded status and amount recognized in the Balance Sheet for respective plans:

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 '' 840.49 Lacs (Previous year Rs, 898.16 Lacs) to gratuity fund during the year 2016-17.

Disclosure of the amount required by paragraph 120(n) of AS-15:

6. INTEREST IN JOINT VENTURE

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 24 October 2011, which later became a 50:50 joint venture w.e.f. 21 December 2011 in terms of the said agreement.

7. RELATED PARTY DISCLOSURES (AS PER ACCOUNTING STANDARD 18) i) List of Related Parties and Relationships:-

Parties having direct or indirect control over the Company (Holding Earthstone Holding(Two) Limited*

Company) The Hindustan Times Limited

Subsidiaries (with whom transactions have occured during the year) Hindustan Media Ventures Limited

HT Music and Entertainment Company Limited

Firefly e- Ventures Limited

HT Digital Media Holdings Limited

HT Mobile Solutions Limited

HT Overseas Pte. Limited

HT Education Limited

HT Learning Centers Limited

HT Global Education

HT Digital Information Private Limited (Formerly Ed World Private Limited)

HT Digital Streams Limited Topmovies Entertainment Limited

Ivy Tlent India Private Limited (Relationship ceased w.e.f.

Joint Venture India Education Services Private Limited

MyParichay Services Private Limited (Relationship ceased

Associate

w.e.f. 31 March 2016)

Group companies where common control exists Paxton Trexim Private Limited (Relationship ceased w.e.f.

(with whom transactions have occurred during the year) 18 January 2016)

Shobhana Bhartia

Key Management Personnel and their relatives Shamit Bhartia

Rajiv Verma

*Earthstone Holding (Two) Limited is the holding Company of The Hindustan Times Limited.

* The advance consists of Investments in Zero-coupon Compulsory Convertible Debentures of HT Digital Media Holdings Limited. The loan have been utilised by HT Digital Media Holdings Limited for making investments in its subsidiaries. These debentures were converted into equity shares during the year.

** The inter-corporate deposit given to Ivy Talent India Private Limited is unsecured and was repayable on or before 30 June 2015. The loan carries interest @ 10% p.a. The loan has been utilized by Ivy Talent India Private Limited to meet its operational needs.

8. a) 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).

b) During the year, the Company has launched its second radio station, Radio Nasha 107.2 FM, in Delhi. The commercial launch of Radio Nasha 107.2 FM in Delhi on 9 March 2016 is the first of the phase III radio launches by the Company, which had acquired 10 new frequencies across Delhi, Mumbai, Hyderabad and UP during the phase III radio licence auction for validity of 15 years, against bid(s) for an aggregate Non-Refundable One-time Entry Fee of '' 33,979 Lacs. Recently, the Company has also launched its second radio station, Radio Nasha 91.9 FM, in Mumbai from 4 April 2016. The Company is in the process of getting the remaining 8 New Channels commercially operationalized subject to requisite approvals and completion of infrastructure.

9. In accordance with the opinion of Expert Advisory Committee (EAC) of ‘The Institute of Chartered Accountants of India’ (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, 2,003.78 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, 2,068.10 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, 44.57 Lacs (previous year Rs, 44.57 Lacs)] and Securities Premium Account to the extent of amount exceeding face value of equity shares [Rs, 2,023.53 Lacs (previous year Rs, 2,023.53 Lacs)]. Further, the amount of dividend of Rs, 8.91 Lacs (previous year Rs, 9.30 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.

10. CSR EXPENDITURE

Pursuant to the applicability of CSR (Corporate social responsibility) provisions of the Companies Act, 2013, the Company has made the requisite expenditure towards CSR as per details below:

a) Gross amount required to be spent by the Company during the year is Rs, 245 Lacs (Previous Year: Rs, 272 Lacs).

11. CAPITALIZATION OF EXPENDITURE

During the year, the company has capitalized the following expenses of revenue nature to the cost of fixed asset/ capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

For detailed particulars and purpose of above loans refer note 34 (I) and 34 (III).

*The loan given to HT Media Employee Welfare Trust has been eliminated on consolidation of HT Media Employee Welfare Trust in the standalone financial statements of the Company (refer note 49).

For details of loans and advances provided to related parties, refer note 39 Details of Investments made are given under the respective notes.

Note:-

a) During the year, Company has sold the Hindi Business Brand [i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and certain other Hindi publication related trademarks (the “Hindi Business Trademarks”)] to its subsidiary company, Hindustan Media Ventures Limited.

b) The Company made provision of Rs. 4,096.00 Lacs for diminution in value of its investment held in a step down subsidiary Firefly e-Ventures Limited (FEVL) . The provision consists of Rs 1,699.84 lacs in the value of Investments held directly by the Company in FEVL and Rs 2,396.16 lacs for investment held by the Company in FEVL through its wholly owned subsidiary HT Digital Media Holdings Limited (parent company of FEVL). The provision is triggered by substantial decline in net worth of FEVL.

c) During the previous year, Ivy Talent India Private Limited (a wholly owned subsidiary), had 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 was made by the Company in Ivy Talent India Private Limited accounted for and disclosed as exceptional item in these financial statements.

12. DISCONTINUING OPERATIONS

The Board of Directors of the Company at its meetings held on 19 November 2015, on the recommendation of the Audit Committee, had approved the transfer and vesting of the Multi-media Content Management Undertaking of the Company (‘MMCM Undertaking’) to and in HT Digital Streams Limited (Transferee Company), a wholly-owned subsidiary, as a ‘going concern’ on a slump exchange basis by way of issue of fully paid-up equity shares of the Transferee Company to the Company.

The proposed transfer of the MMCM Undertaking to Transferee Company shall be in terms of a Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 (“Scheme”). During the quarter BSE and NSE have given their ‘No Objection’ to the Scheme as per clause 24(f) of the erstwhile Listing Agreement. Further, pursuant to the order of Hon’ble High Court of Delhi, meeting of Shareholders, Secured and Unsecured creditors of the Company was convened, wherein, the Scheme was approved with requisite majority. The petition seeking sanction of the Scheme has been filed by the Company with Hon’ble High Court of Delhi, and same has been listed for hearing on 13 July 2016.

Pending sanction of the Scheme, the impact of the Scheme is not considered in these financial statements.

I n terms of Accounting Standard (AS) 24 Discontinuing Operations, notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016, additional information with respect to transfer of the MMCM undertaking of the Company into HT Digital Streams Limited is as under:

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


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, 2012

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 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 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 except in case of assets for which provision for impairment is made and revaluation is carried out.

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

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend recognized as distribution to equity shareholders is Rs.0.40 (Previous year Rs.0.36).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. Term loan from HDFC bank carries interest @ PLR minus 7.75% p.a. (Rate of Interest was linked to PLR for the first 2 years from the date of first drawdown. Thereafter, the interest is reset by the bank on an annual basis). The loan is repayable in 20 quarterly installments of Rs.375 lacs each along with interest, from the date of disbursement, viz., 08th June, 2009 and 19th June, 2009. The loan is secured by first pari passu charge on all movable fixed assets of the Company along with Term Lenders (except assets financed out of the ECB from Standard Chartered Bank) and first pari passu charge by way of equitable mortgage of immovable properties belonging to the Company situated at Greater Noida (Plot No. 8, Udyog Vihar, Greater Noida, Gautam Budh Nagar - 201306). The loan is further secured by equitable mortgage by deposit of title deeds of immovable properties situated at Noida (B-02, Sector 63, Noida - 201307) and Mohali (C-164/165 Phase VIII-B Industrial Focal Point, Mohali - 160059). The loan is also secured by second charge on the current assets of the Company.

2. External Commercial borrowing from Standard Chartered bank carries interest @ 6 months USD Libor 1.20% spread p.a. payable semi annually. The loan is repayable in 3 annual installments of USD 5,155,670 each , after 4 years from the date of first drawdown, viz., 8 April, 2008 i.e. at the end of 4th, 5th and 6th year. The total tenor of the loan shall not exceed 6 years from date of first drawdown. The loan is secured by way of first and specific charge over certain movable plant and machinery of the HT Media Limited, i.e:

- One Man Roland Off-Set Rotation Printing Press type - Regioman - 2009,

- Muller Martini Martini Mail Room System - 2009 stored or to be stored at HT Media Limited godowns or premises or wherever else the same may be.

1. Overdraft facility from Deutsche Bank is secured by way of pledge on the Company's investment in the Mutual Fund Units of FMPs (Kotak FMP Series 58, L&T FMP IV, Tata FMP 38A, BSL FMP Series DP, HDFC FMP 24M Sep, ICICI Pru FMP Series 58, Reliance FMP XIX Series 20, Reliance FMP XX Series 31, IDFC FMP 2yS1, Reliance FMP XX Series 32, Reliance FMP XX Series 33, Tata FMP 38B, ICICI Pru FMP Series 57, IDFC FMP 3ys5, DWS FMP Series 91, Kotak FMP Series 55)

2. Buyer's credit from BNP Paribas is secured by way of first pari passu charge over all moveable assets such as raw materials, stock- in-process, finished goods lying at various factories, godowns, warehouses, etc, wherever situated or in transit, both present or future and book debts of the Company and all book debts, outstanding monies, receivables, claims, bills which are due and which may at any time during the continuance of this security become due by any person, firm, company or body corporate.

3. Buyer's credit from Royal Bank of Scotland is secured by way of first pari-passu charge over current asstes with other banks in multiple banking arrangements of the Company.

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). The writ petition filed by the ex — workmen of HTL challenging the transfer of business was quashed by the Hon'ble 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 Tribunal, the ex-workmen moved application for interim relief. The Tribunal vide its order dated March 8, 2007, granted interim relief to the ex-workmen of HTL to the extent of 50% of last drawn wages from the date of 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 Hon'ble 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 order and proceedings pending before the Tribunal.

The said writ stands disposed of by Delhi High Court vide order dated 16.01.2009 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 Hon'ble Delhi High Court and accordingly proceedings before the Industrial Tribunal has re- started.

The matter after final arguments stands disposed by the Industrial Tribunal. The Tribunal has granted reinstatement to all the workers with continuity of services w.e.f. 03.10.2004 in The Hindustan Times Limited subject to workers refunding the Retrenchment Compensation received by them. No relief has been granted against the Company by the Tribunal.

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 same stands dismissed by Hon able High Court on 16th March 2012.

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

c. Guarantee issued by Company's bankers on behalf of HT Burda Media Limited, a subsidiary, to third parties Rs.18.00 lacs (Previous year Rs.51.01 lacs)

d. Income tax department has raised a demand of Rs.2.36 lacs (Previous year Rs.2.36 lacs) for the Assessment Year 2004-05 in respect of penalty levied in the assessment proceedings by Assessing Officer. The Company has filed an appeal against the order of the Assessing Officer to Commissioner of Income Tax (Appeals). The Commissioner of Income Tax (Appeals) has upheld the levy of penalty. The Company has filed an appeal against the order of the Commissioner of Income Tax (Appeals) to Income Tax Appellate Tribunal. The Company has based on legal advice obtained is confident of winning the above case and is of view that no provision is required

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 and in the business of radio broadcast and all other related activities through its Radio channels operating under brand name 'Fever 104' in India. Accordingly the Company has organised its operations into two major businesses: "Printing and Publishing of Newspapers and Periodicals" and "Radio Broadcast & Entertainment".

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.767.52 lacs (Previous Year Rs.765.44 lacs) has been debited to the Securities Premium Account in the current year.

6. 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 name of Shine.com, HT Campus.com and Desimartini. com.

Firefly has been presently incurring losses and the accumulated losses as at March 31, 2012 are Rs.12,122.81 lacs (Previous year Rs.9,519.67 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 year a Scheme of Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of the Companies Act, 1956, between Firefly e-Ventures Limited (Firefly), and parent company, has filed with Honble Delhi High Court which provides for demerger of Job Portal undertaking of Firefly and transfer and vesting thereof into the Parent Company w.e.f from the Appointed Date i.e. April 1, 2012. The Scheme was approved by Committee of Board of Directors of Parent Company on 19th March, 2012, subject to requisite approval(s) and sanctioned by the Hon'ble 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 Standalone Financial Statements of the Parent Company or Firefly for the year ended March 31, 2012.

In the past, a similar scheme was approved by the requisite majority of shareholders and creditors of both the Companies, which was withdrawn with the leave of the Hon'ble Delhi High Court

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 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 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.

The weighted average fair value of stock options granted during the Previous year was Rs.113.70. The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs

II. The subsidiary company, Firefly e-Ventures 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 Firefly e-Ventures Limited at a fixed price within a specific period of time.

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 Ventures 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.

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.102.15 lacs (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 intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.27.02 lacs (Previous Year Rs.5.34 lacs).

Had the fair value method been used for accounting in all the schemes above , the profit would have been lower by Rs.189.57 lacs (Previous year Rs.290.97 lacs) and adjusted basic and diluted EPS would have been Rs.6.71 (Previous year Rs.7.44 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 inflation, seniority, promotion and other relevant factors on long term basis. The Company expects to contribute Rs.213.10 lacs (Previous year Rs.233.53 Lacs) to gratuity fund during the year 2012-13

Disclosure of the amount required by paragraph 120(n) of AS-15 for the year 2007-08 is not be given as the Company has adopted the standard from the year 2008-09.

9. Interest in Joint Venture Company.

a) During the year, the Company sold its entire investment in the equity share capital of Joint Venture Company namely, Metropolitan Media Company Private Limited (MMCPL), to Joint Venture Partner for a lump sum consideration of Rs.600 lacs. This consideration is included in 'Other Income' as the investment was fully provided for in the books in earlier years.

b) During the year, the Company has 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. 22nd 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, 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.2,876.02 lacs (Previous year Rs.2,784.56 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.435.55 lacs (Previous year Rs.403.27 lacs);

- Later than one year but not later than five years is Rs.1,694.06 lacs (Previous year Rs.1,589.58 lacs);

- Later than five years is Rs.18.15 lacs (Previous year Rs.222.84 lacs).

11. Capital Advances include Rs.100.94 lacs (Previous year Rs.231.92 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).

12. Current tax is net of tax credit amounting to Rs.65.55 lacs (Previous year includes tax charge Rs.211.88) with respect to earlier years.

13. Previous year figures

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the Revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified Previous year figures to conform to this 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.


Mar 31, 2010

1. 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 Hon’ble 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 Tribunal, the ex- workmen moved application for interim relief. The Tribunal vide its order dated March 8, 2007, granted interim relief to the ex-workmen of HTL to the extent of 50% of last drawn wages from the date of such order till the disposal of the matter.

However, HTL challenged the said order before Hon’ble Delhi High Court in a Writ Petition, wherein the Hon’ble 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 Hon’ble 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 order and proceedings pending before the Tribunal.

The said writ stands disposed of by Delhi High Court vide order dated 16.01.2009 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.

In the meanwhile the workmen in question in the said Writ Petition has filed contempt petition against 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 the same at this point in time.

2. In terms of the shareholder’s approval u/s 293(1)(a) of the Companies Act, 1956 and pursuant to the resolution passed at the Board meeting held on November 16, 2009, 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 98.85% 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 which has been subsequently received by the Company. 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.

3. Segment Information Identification of Segments Primary Segment

Business Segment

The Company is presently engaged in the business of Printing and Publication of Newspapers & Periodicals and in the business of radio broadcast and all other related activities through its Radio channels operating under brand name ‘Fever 104’ in India. Accordingly the Company has organised its operations into two major businesses: “Printing and Publishing of Newspapers and Periodicals” and “Radio Broadcast”.

Secondary Segment

Geographical Segments

The Companys 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.

4. 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, shall be 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.765.44 lacs (Previous year Rs.188.73 lacs) has been debited to the Securities Premium Account in the current year.

5. The Company has till date, invested in Firefly e-Ventures Limited through its wholly owned subsidiary company HT Digital Media Holdings Limited (formerly Hindustan Media Limited), Rs.5,550 lacs by way of Equity Share Capital. Firefly is engaged in the internet related business like Job portals, Social Networking, etc.

The aforesaid Company has been presently incurring losses. The accumulated losses as at March 31, 2010 are Rs.6,740.29 lacs. The Company, however, is of the view that the nature of business of the said Company being such, the losses were expected in the initial years and the said Company based on future projections prepared for next five years expects to generate sufficient income which will enable it to offset the entire amount of accumulated losses incurred upto date. In view of this, no impairment provision is considered against this investment.

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 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 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 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 company.

The Options granted under the Scheme shall vest as per two 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 intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.282.89 lacs (Previous year Rs.332.89 lacs) which will result into income of Rs.282.89 lacs (Previous year - loss of Rs. 332.89 lacs). Had the fair value method been used the profit would have been higher by Rs.282.89 lacs (Previous year profit would have been lower by Rs. 332.89 lacs) & adjusted basic & diluted EPS would have been Rs.5.43 (Previous year Rs.3.50) (Nominal value of share Rs.2/-).

I The subsidiary company, Firefly e-Ventures 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 Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) is fixed as below:

i. For options granted during the financial year 2009-10 shall be Rs.10/- each per option

ii. For options granted in any financial year commencing on or after April 1, 2010 shall be the fair market value of one share as on the date of grant or face value of share whichever is higher.

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.45.61 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.

III HT Media Limited has given loan of Rs.242.70 lacs (Previous year – Rs. Nil) along with The Hindustan Times Limited (the Parent Company) to “HT Group Companies – Employee

Stock Option 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 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.

A. 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. The details of exercise price for stock options outstanding at the end of the current year ended March 31, 2010 are:

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.90.91 lacs (Previous Year Rs.20.10 lacs). However, these will not be charged back to the Company by the trust, Parent and Ultimate Parent Company, hence not accounted for by the Company.

7. In terms of the Scheme of Arrangement and Restructuring under Sections 391 - 394 read with Sections 100 – 104 of the Companies Act, 1956 between the Company and HT Music and Entertainment Company Limited (HT Music), a subsidiary company, during the current period, 769,230 Equity Shares of Rs. 2/- each of the Company have been allotted on May 27, 2009 to a shareholder of HT Music viz. “The Hindustan Times Limited” (Holding Company).

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:

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 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.2,639.19 lacs (Previous year Rs.2,227.36 lacs) and are disclosed as Rent under Schedule 18.

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

- Not later than one year is Rs.603.17 lacs (Previous year Rs.998.84 lacs);

- Later than one year but not later than five years is Rs.2,222.46 lacs (Previous year Rs.2,411.25 lacs);

- Later than five years is Rs.1,162.95 lacs (Previous year Rs.1,921.76 lacs).

d) Sub-lease income recognized for the year are Rs.191.00 lacs (Previous year Rs.53.00 lacs)

10. Exceptional Items:

a) i) During the year, the Company has made a provision of Rs.2,750.00 lacs (Previous year

Rs. Nil) (towards diminution in its investment in equity share capital of Joint Venture ( Metropolitan Media Company Private Limited) due to discontinuation of its operations, thereby fully impairing the investment of Rs.2,750.00 lacs in the Joint Venture.

ii) Provision of Rs.287.00 lacs (Previous year Rs. Nil) was also made towards amount recoverable from the above Joint Venture.

iii) Provision of Rs. Nil (Previous Year Rs.852.50 lacs) towards diminution in long term investments as estimated by management based on valuation done by independent valuer.

b) During the year, the Company has made a provision of Rs.550.00 lacs (Previous year Rs.276.50 lacs) towards diminution in value of advances paid for purchase of properties, as estimated by management based on valuations carried out by independent valuers.

c) One time and non-recurring expenditure of Rs. Nil (Previous year Rs.752.51 lacs) towards consultancy charges paid for drawing up strategic plan(s) for new areas of business.

11. Previous Year comparatives

Previous year/year’s figures have been regrouped / rearranged where necessary to conform to this year’s classification.