Mar 31, 2023
The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2023.
Your Company''s performance during the financial year ended on March 31, 2023, along with previous year''s figures is summarized below:
(Rs. in Lacs) |
||||
Particulars |
Standalone |
Consolidated |
||
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Total Income |
79,050 |
74,881 |
79,150 |
74,686 |
(Loss)/Earnings before finance costs, tax, depreciation and amortization expense (EBITDA) |
(877) |
8,927 |
(846) |
8,654 |
Less: Exceptional Items (Loss) |
759 |
351 |
- |
- |
Less: Depreciation and amortization expense |
3,044 |
2,856 |
3,137 |
2,983 |
Less: Finance costs |
1,659 |
938 |
1,659 |
938 |
Profit/(Loss) before tax |
(6,339) |
4,782 |
(5,642) |
4,733 |
Less: Tax Expense |
||||
- Current Tax |
21 |
567 |
21 |
567 |
- Deferred tax charge/ (Credit) |
(1,611) |
(141) |
(1,611) |
(141) |
Total tax expense/(Credit) |
(1,590) |
426 |
(1,590) |
426 |
Profit/(Loss) for the year after tax before share of joint venture |
(4,749) |
4,356 |
(4,052) |
4,307 |
Add: Share of loss of joint venture (net of tax, accounted for using equity method) |
243 |
(248) |
||
Profit/(Loss) for the year |
(4,749) |
4,356 |
(3,809) |
4,059 |
Add: Other comprehensive income (net of tax) |
||||
- Items that will not be reclassified subsequently to Profit/Loss |
(7,675) |
(3,665) |
(7,675) |
(3,665) |
- Items that will be reclassified subsequently to Profit/Loss |
60 |
89 |
60 |
89 |
Total Comprehensive income for the year (Net of tax) |
(12,364) |
780 |
(11,424) |
483 |
Opening Balance in retained earnings |
1,24,652 |
1,20,427 |
1,23,567 |
1,19,639 |
Add: Net Profit/(Loss) for the year |
(4,749) |
4,356 |
(3,809) |
4,059 |
Add: Item of other comprehensive income recognized directly in retained earnings |
||||
- Re-measurement of post-employment benefit obligation (net of tax) |
170 |
(131) |
170 |
(131) |
Total Retained Earning |
1,20,073 |
^1,24,652 |
1,19,928 |
^1,23,567 |
The Board of Directors did not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.
The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is available on the Company''s website at http://www.hmvl.in/pdf/dividend distribution_policy.pdf.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook is appearing in Management Discussion and Analysis section which forms part of the Annual Report.
Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management''s response to significant risks. Whereas, the detail of Risk Management Committee is enumerated in the Corporate Governance Report, which forms part of this Annual Report. A detailed statement indicating development and implementation of the Risk Management policy, including identification of various elements of risk is appearing in the Management Discussion and Analysis Report.
SUBSIDIARY AND ASSOCIATE COMPANY
During the year under review and as at the end of the reporting period, your Company has one wholly-owned subsidiary company namely, HT Noida (Company) Limited (HTNL) and a Limited Liability Partnership namely, HT Content Studio LLP (HTCS). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 (âthe Actâ), during the year under review.
In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTNL and HTCS for the financial year ended on March 31, 2023 are available on the Company''s website at http://www.hmvl.in/pdf/HT-Noida-Company-Limited-Financial-Statements.pdf and http://www.hmvl.in/pdf/ HT-Content-Studio-LLP-Financial-Statements.pdf
A report on the performance and financial position of HTNL and HTCS, in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, is not reproduced here. The âPolicy for determining Material Subsidiary(ies)â, is available on the Company''s website at http://www.hmvl.in/pdf/Policy for determining material subsidiaries.pdf.
The contribution of HTNL and HTCS to the overall performance of your Company is outlined in Note no. 44 of the Consolidated Financial Statements for the financial year ended March 31, 2023.
No subsidiary, associate or joint venture has been acquired/ ceased/ sold/ liquidated during the financial year ended on March 31, 2023.
The Parent Company''s âHT Group Companies - Employee Stock Option Rules for Listed Companiesâ whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Company''s shares, is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and there was no change in the same during FY-23. During the year under review, no options were granted under these Rules.
The voting rights on the shares of the Company held by HT Group Companies - Employee Stock Options Trust were not exercised during FY-23. The information required to be disclosed pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Company''s website at https://www.hmvl. in/pdf/HMVL ESOP-Disclosure 31-Mar-23.pdf. Certificate dated July 27, 2023 issued by Secretarial Auditor in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available for inspection by members, and any member desirous to inspect the same may send a request to the said effect from his/her registered email id to [email protected]
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, and after considering the integrity, knowledge, experience, expertise, and proficiency of Shri Sameer Singh (DIN: 08138465) accorded its approval to appoint him as an Additional Director (Independent) of the Company, not liable to retire by rotation, for a period effective December 28, 2021 till November 30, 2026, which was approved by the Members at the Annual General Meeting (AGM) held on September 21, 2022.
Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 16, 2023 has accorded its approval to re-appoint Shri Praveen Someshwar (DIN: 01802656) as a Managing Director for a period of 5 (five) years w.e.f. August 01, 2023 till July 31, 2028, subject to approval from Members at the ensuing AGM.
The Board recommends the re-appointment of Shri Praveen Someshwar as a Managing Director, for approval of Members, at the ensuing AGM.
In accordance with the applicable provisions of the Act, Shri Priyavrat Bhartia (DIN: 00020603), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Shri Priyavrat Bhartia, for approval of the Members, at the ensuing AGM.
The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of SEBI Listing Regulations and the Secretarial Standards on General Meeting (âSS-2â) are given in the Notice of ensuing AGM, forming part of the Annual Report.
The Independent Directors of the Company have confirmed that they:
a. meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations;
b. abide by the Code of Independent Directors as provided in the Schedule IV of the Act; and
c. have registered themselves on the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
All the Directors have confirmed adherence to the Company''s âCode of Conductâ.
Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever-evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company even has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.
Key Managerial Personnel
During the year under review, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, appointed Shri Pumit Kumar Chellaramani as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. April 04, 2022.
Further, Shri Sandeep Gulati resigned from the position of Chief Financial Officer (KMP) of the Company w.e.f. close of business hours of June 24, 2022. Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Shri Anup Sharma as Chief Financial Officer (KMP) of the Company w.e.f. August 04, 2022.
In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors & the Chairperson.
The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairperson.
The Directors were evaluated on various parameters such as value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of Company''s business / activities, amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.
A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors meetings respectively. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.
A separate meeting of Independent Directors was also held to review:
⢠Performance of the Non - Independent Directors and the Board as a whole;
⢠Performance of the Chairperson of the Company considering the views of the Directors of the Company; and
⢠Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Statutory Auditor
B S R and Associates, Chartered Accountants (âBSRâ) [Firm Registration No. 128901W] were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 19, 2019.
The reports of B S R on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed M/s. RMG & Associates, Company Secretaries (âRMGâ) (Firm Registration No. P2001DE16100) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2023 and their report is annexed herewith as âAnnexure-Aâ. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms'' length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company had entered into Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, with HT Digital Streams Limited, a fellow subsidiary Company. These transactions were in the ordinary course of business of the Company and on arms'' length terms, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under
Section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed herewith as âAnnexure-Bâ.
During the year under review, the Board of Directors amended the âPolicy on Materiality of and dealing with Related party transactionsâ in compliance with the provisions of Regulation 23 of SEBI Listing Regulations, 2015.
The amended âPolicy on Materiality of and dealing with Related Party Transactionsâ is available on the Company''s website at https://www.hmvl.in/pdf/policy_materiality_dealing_related_ party transactions 2022.pdf
Reference of Members is invited to Note nos. 34 and 34A of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS-24.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act. The composition and terms of reference of the CSR Committee are provided in the âReport on Corporate Governanceâ which forms part of this Annual Report. The CSR Committee has recommended to the Board, CSR projects/activities to be undertaken by the Company, during the year under review. The CSR Policy is available on the Company''s website at https://www.hmvl. in/pdf/HMVL 2023 CSR POLICY and CSR Schedule1.pdf and there was no change in the same during the year under review.
The Annual Report on CSR for FY-23 is annexed herewith as âAnnexure-Câ.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
i. in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;
ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023, and of the loss of the Company for the year ended on March 31, 2023;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a ''going concern'' basis;
v. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and
vi. systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.
Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.
Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in Note no. 6A, 6B, 6C and 45 of the Standalone Financial Statements.
Board Meetings: A yearly calendar of Board meeting is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2023, the Board met four times on May 26, 2022, August 04, 2022, November 02, 2022 and February 13, 2023. For further details regarding these meetings, Members may please refer ''Report on Corporate Governance'' which forms part of this Annual Report.
Committees of the Board: At present, six standing committees of the Board are in place viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Risk Management Committee and Investment & Banking Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the committees and meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.
Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, as
prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company''s website at http://www.hmvl.in/pdf/Remuneration Policy.pdf. The Remuneration Policy includes, inter-ali''a, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure, and disclosure(s) in relation thereto. There was no change in the Remuneration Policy, during the year under review.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations is addressed in the Company''s âWhistle Blower Policyâ. In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company''s website at http://www.hmvl.in/pdf/Whistle Blower Policy HMVL.pdf.
Particulars of employees and related disclosures: In
accordance with the provisions of Section 197(12) of the Act and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees'' remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].
Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âAnnexure-Dâ.
Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-23 is available on the Company''s website at https://www.hmvl.in/pdf/HMVL Form MGT 7.pdf
Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as âAnnexure-Eâ.
The Report on Corporate Governance in terms of Regulation 34 of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by RMG & Associates, Company Secretaries is annexed herewith as âAnnexure-Fâ.
Your Directors state that the Secretarial Standards (i.e. SS-1 and SS-2), relating to ''Meetings of the Board of Directors'' and ''General Meetings'', have been followed by the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company''s policy in this regard, is available on the employee''s intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. During the year under review, the Company had received 1 complaint which was redressed and closed during FY-24.
Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company also has in place Internal control system which is supplemented by an extensive program of internal audits and their review by the Management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management Tool with a centralized repository to cater to its statutory compliance requirements.
Your Directors state that during the year under review:
1. There were no deposits accepted by the Company under Chapter V of the Act;
2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme;
3. There was no change in the share capital of the Company;
4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise;
5. The Company has not transferred any amount to the General Reserve;
6. The Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;
7. No material changes/commitments of the Company have occurred after the end of the financial year 2022-23 and till the date of this report, which affect the financial position of your Company;
8. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ''going concern'' status and Company''s operations in future;
9. There was no change in the nature of business of the Company;
10. The Company is not required to maintain cost records as per Section 148(1) of the Act;
11. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016; and
12. There was no instance of onetime settlement with any Bank or Financial Institution.
Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, readers, advertisers, customers, shareholders, investors, banks, vendors and suppliers.
Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.
Mar 31, 2018
Dear Members,
The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2018.
FINANCIAL RESULTS (STANDALONE)
Your Companyâs performance during the financial year ended on March 31, 2018 along with previous yearâs figures is summarized below:
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Income |
95,956 |
1,02,532 |
Earnings before interest, tax, depreciation and amortization (EBITDA) |
26,054 |
29,759 |
Less: Depreciation |
1,966 |
2,021 |
Less: Finance cost |
1,133 |
1,614 |
Profit before tax |
22,955 |
26,124 |
Less: Tax Expense |
||
Current tax |
5,868 |
6,023 |
Adjustment of current tax related to earlier periods |
(140) |
(119) |
Deferred tax charge/(credit) |
105 |
860 |
Total tax expense |
5,833 1 |
6,764 |
Profit for the year (after tax) |
17,122 |
19,360 |
Other Comprehensive Income (net of tax) |
24 |
(13) |
Total Comprehensive Income for the year(net of tax) |
17,146 1 |
19,347 |
Opening balance in Retained Earnings |
76,853 |
58,566 |
Add: Profit/ (Loss) for the year |
17,122 |
19,360 |
Less: |
||
Items of other Comprehensive Income recognized directly in Retained Earnings- |
||
Re-measurements of post-employment benefit obligation (net of tax) |
(24) |
13 |
Dividend paid |
881 |
881 |
Tax on Dividend |
179 |
179 |
Total Retained Earnings |
92,939 1 |
76,853 |
DIVIDEND
Your Directors are pleased to recommend a dividend of RS.1.20 per Equity Share of RS.10/- each i.e. @ 12% (previous year - RS.1.20 per Equity Share of RS.10/- each i.e. @ 12%) for the financial year ended on March 31, 2018 and seek your approval for the same.
The proposed equity dividend pay-out (including Corporate Dividend Distribution Tax) would entail an outflow of RS.1,062 Lacs (previous year RS.1,060 Lacs).
The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) which appears as âAnnexure-Aâ, is also available on the Companyâs website viz. www.hmvl.in.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in Management Discussion and Analysis, which forms part of the Annual Report.
SCHEME OF ARRANGEMENT
India Education Services Private Limited (IESPL), a fellow subsidiary company, is engaged inter-alia, in providing higher education programs/courses to students and working professionals i.e. B2C business. IESPL has not been able to scale its B2C business and unleash its full potential for growth and profitability. Your Company has deep presence in Tier II and Tier III cities of north India, which can offer a large customer base with favourable demographics for the growth of the B2C business. Therefore, to utilize the expertise and wide-spread reach of the Company in north India, the Board of Directors, during the year under review, approved a Scheme of Arrangement under Sections 230-232 and other applicable provisions, if any, of the Companies Act, 2013 between IESPL and the Company for demerger and vesting of B2C business from IESPL to and in the Company, on a going concern basis.
The above Scheme of Arrangement is awaiting requisite approvals.
ASSOCIATE COMPANY
During the year under review, the Company has disposed off its entire investment in 85,87,896 equity shares of RS.10/- each of HT Digital Streams Limited (HTDSL) (constituting 42.83% of its equity capital) to Digicontent Limited, a fellow subsidiary company, for a consideration of RS.7,675 Lacs. Accordingly, HTDSL ceased to be an associate of the Company.
In terms of the provisions of Section 136 of the Companies Act, 2013, the financial statements of HTDSL (Associate Company) for the financial year ended on March 31, 2018 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same is also available on the Companyâs website viz. www.hmvl.in.
A report on the performance and financial position of the above Associate Company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here.
RISK MANAGEMENT
Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. A detailed statement indicating development and implementation of the risk management policy, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.
ALTERATION OF OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION
During the year under review, the Company has altered the Objects Clause of Memorandum of Association to enlarge / broaden the existing objects which can be advantageously combined with the existing businesses of the Company. Further, education business was also incorporated in the Objects Clause in view of its synergy with the existing businesses of the Company. The Members have accorded their approval to the aforesaid alteration of the Objects Clause of the Memorandum of Association, by way of postal ballot, with an overwhelming majority.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBIâs circular no. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 (âSEBI ESOP Regulationsâ) is available on the Companyâs website viz. www.hmvl.in. The HT Group Companies - Employee Stock Option Rules for Listed Companies (of a Parent Company) are in compliance with the SEBI ESOP Regulations. Further, during the year under review, voting rights on the shares of the Company held by HT Group Companies -Employee Stock Options Trust were not exercised in accordance with SEBI ESOP Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
During the year under review, Shri Benoy Roychowdhury, Whole-time Director tendered resignation from the Board of Directors of the Company w.e.f. May 24, 2018. The Board places on record its sincere appreciation for the valuable contribution made by Shri Benoy Roychowdhury during his tenure on the Board of Directors of the Company.
Further, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 24, 2018, the Board of Directors have appointed:
1. Shri Praveen Someshwar (DIN: 01802656) as an Additional Director and Managing Director w.e.f. August 1, 2018 for a period of 5 (five) years, subject to approval of the Members.
2. Shri Tridib Barat (DIN: 08133104) as an Additional Director and Whole-time Director w.e.f. May 24, 2018 for a period of 1 (one) year, subject to approval of the Members.
The Board commends for approval of the Members at the ensuing Annual General Meeting (AGM), the appointment of Shri Praveen Someshwar as Managing Director and Shri Tridib Barat as Whole-time Director.
During the year, Shri Priyavrat Bhartia relinquished office of Managing Director w.e.f. July 17, 2018. He continues to be a Non-executive Director of the Company. The Board places on record its sincere appreciation for the valuable contribution made by Shri Priyavrat Bhartia during his tenure as Managing Director on the Board of Directors of the Company.
In accordance with the provisions of the Companies Act, 2013, Smt. Shobhana Bhartia retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Directors commend re-appointment of Smt. Shobhana Bhartia, for approval of the Members at the ensuing AGM.
All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the âCode of Conductâ of the Company.
Brief resume, nature of expertise, details of directorship held in other Companies of the Directors proposed to be appointed / re-appointed at the ensuing AGM, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, is provided in the Notice of the ensuing AGM.
Key Managerial Personnel
During the year under review, following changes in the Key Managerial Personnel have taken place:
1. Shri Ratul Bhadhuri ceased to be Chief Financial Officer w.e.f. November 5, 2017. Further, on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors appointed Shri Sandeep Gulati as Chief Financial Officer (Key Managerial Personnel) w.e.f. January 11, 2018.
2. Shri Vivek Khanna ceased to be Chief Executive Officer w.e.f. October 23, 2017. Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Shri Rajeev Beotra as Chief Executive Officer (Key Managerial Personnel) w.e.f. March 1, 2018. In the interim, Shri Priyavrat Bhartia, Managing Director was designated as a Key Managerial Personnel between January 11, 2018 and February 28, 2018.
PERFORMANCE EVALUATION
In line with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board undertook an annual evaluation of its own performance and that of its Committees & Directors.
The Nomination and Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the âGuidance Note on Board Evaluationâ issued by SEBI on January 5, 2017.
The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which entail amongst other matters, risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of companyâs business / activities etc. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.
A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination and Remuneration Committee and the Board of Directors. The Board would endeavour to use the results of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.
AUDITORS Statutory Auditors
In compliance of the requirement under the Companies Act, 2013 in relation to mandatory rotation of Auditors, the Members of the Company at their 7th Annual General Meeting (post-IPO) held on September 20, 2017 have appointed Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009], as Statutory Auditors of the Company, to hold office for a term of 5(five) consecutive years.
The Auditorsâ Report of PwC on Annual Financial Statements (Standalone) for the financial year ended on March 31, 2018 is unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed Shri Arun Kumar Soni, Company Secretary-in-Practice (C.P. No. 1726) as Secretarial Auditor, to conduct the Secretarial Audit for financial year 2017-18. The Secretarial Audit Report is annexed herewith as âAnnexure -Bâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instance of fraud to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013 and rules made thereunder.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on armâs length terms. The related party transactions were placed before the Audit Committee for review and approval. During the year, the Company did not enter into any contract / arrangement / transaction with related party, which could be considered material in accordance with the Companyâs Policy on âMateriality of and dealing with Related Party Transactionsâ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid policy is available on Companyâs website viz. www.hmvl.in.
Reference of the Members is invited to Note no. 34 of the Standalone Annual Financial Statements, which sets out the related party disclosures as per Ind AS - 24.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Company has in place, the Corporate Social Responsibility (CSR) Committee of Directors in terms of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance, which forms part of the Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company during the year under review. The CSR Policy is available on the Companyâs website viz. www.hmvl.in.
The Annual Report on CSR for FY 18 is annexed herewith as âAnnexure - Câ.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:
i) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures;
ii) such accounting policies have been selected and applied consistently, and judgments and estimates have been made, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018; and of the profit of the Company for the year ended on March 31, 2018;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a âgoing concernâ basis;
v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and
vi) systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.
Particulars of loans given, investments made, guarantees / securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in the notes to the Annual Standalone Financial Statements.
Board Meetings: A yearly calendar of meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2018, the Board met six times on May 18, 2017, July 17, 2017, August 24, 2017, October 16, 2017, January 11, 2018, and February 20, 2018. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.
Committees of the Board: At present, five standing committees of the Board are in place viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee, Investment and Banking Committee and Stakeholdersâ Relationship Committee. During the year under review, recommendations of the aforesaid Committees were accepted by the Board.
Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & senior management, as prescribed under Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, is available on the Companyâs website viz. www.hmvl.in. The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs and senior management personnel, their remuneration structure and disclosure(s) in relation thereto.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Companies Act, 2013 & rules made thereunder and the SEBI Listing Regulations is addressed in the Companyâs âWhistle Blower Policyâ. In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Companyâs Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companyâs website viz. www.hmvl.in.
Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration are set out in âAnnexure - Dâ to this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Boardâs Report is being sent to the Members without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours, 21 days before the ensuing AGM. Members interested in obtaining a copy of the said Annexure, may write to the Company Secretary at the Registered Office of the Company.
Disclosures under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âAnnexure - Eâ.
Extract of Annual Return: Extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure - Fâ.
Corporate Governance: The report on Corporate Governance in terms of the SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice is annexed herewith as âAnnexure - Gâ.
Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as âAnnexure - Hâ.
SECRETARIAL STANDARDS
Your Directors state that the Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively have been duly followed by the Company.
GENERAL
Your Directors state that no disclosure is required in respect of the following matters, as there were no transactions/events in relation thereto, during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.
4. There was no change in the share capital of the Company during the year under review.
5. The Company has not transferred any amount to the General Reserve for the year under review.
No material changes/commitments of the Company have occurred after the end of the financial year 2017-18 and till the date of this report, which would affect the financial position of your Company.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the âgoing concernâ status and Companyâs operations in future.
Your Company has in place, adequate internal financial controls with reference to the financial statements. The internal control system is supplemented by an extensive program of internal audits and their reviews by the management. The in-house internal audit function supported by professional external audit firms, conduct comprehensive risk focussed audits across locations and functions in order to maintain a proper system of control.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including government authorities, shareholders, investors, readers, advertisers, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.
For and on behalf of the Board
(Shobhana Bhartia)
Place: New Delhi Chairperson
Date: July 17, 2018 DIN: 00020648
Mar 31, 2017
Dear Members,
The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2017.
FINANCIAL RESULTS (STANDALONE)
Your Companyâs performance during the financial year ended on March 31, 2017 along with previous yearâs figures is summarized below:
(Rs, In Lacs)
Particulars |
2016-17 |
2015-16 |
Total Income |
1,02,531.98 |
97,878.67 |
Earnings before interest, tax, depreciation and amortization (EBITDA) from continuing operations |
29,759.39 |
32,267.29 |
Less: Depreciation and amortization expense |
2,020.72 |
2,191.41 |
Less: Finance costs |
1,614.19 |
1,133.23 |
Profit / (Loss) before Tax from continuing operations |
26,124.48 |
28,942.65 |
Less: Tax Expense |
||
- Current Tax |
6,022.79 |
8,266.76 |
- Adjustment of tax related to earlier periods |
(119.25) |
(609.26) |
- Deferred Tax charge / (credit) |
860.85 |
619.30 |
A. Profit / (Loss) for the year from continuing operations (after tax) |
19,360.09 |
20,665.85 |
Profit / (Loss) from discontinued operations |
- |
(4,270.00) |
Less: Tax charge / (credit) including deferred tax of discontinued operations |
- |
(1,477.76) |
B. Profit / (Loss) from discontinued operations (after tax) |
- |
(2,792.24) |
Profit / (Loss) for the year (A B) |
19,360.09 |
17,873.61 |
Add: Other Comprehensive Income for the year (net of tax) |
(12.93) |
(121.05) |
Total Comprehensive Income for the year (net of tax) |
19,347.16 |
17,752.56 |
Opening balance in Retained Earnings |
58,565.13 |
41,872.59 |
Add: Profit / (Loss) for the year |
19,360.09 |
17,873.61 |
Less: |
||
Items of other Comprehensive Income recognized directly in Retained Earnings |
||
- Re-measurements of post-employment benefit obligation (net of tax) |
12.93 |
121.05 |
Dividend paid |
880.73 |
880.73 |
Tax on Dividend |
179.29 |
179.29 |
Total Retained Earnings |
76,852.27 |
58,565.13 |
The Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 w.e.f. April 1, 2016. Financial Statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. Please refer Note no. 45 to the Standalone Financial Statements for further explanation on the transition to Ind AS.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs, 1.20 per Equity Share of Rs, 10/- each i.e. @ 12% (previous year - Rs, 1.20 per Equity Share of Rs, 10/- each i.e. @ 12%) for the financial year ended on March 31, 2017 and seek your approval for the same.
The proposed equity dividend pay-out (including Corporate Dividend Distribution Tax) would entail an outflow of Rs, 1,060.02 lacs (previous year Rs, 1,060.02 lacs).
During the year, the Board has framed a Dividend Distribution Policy, pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ) which appears as âAnnexure - Aâ, and is also available on the Companyâs website viz. www.hmvl.in.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in Management Discussion and Analysis, which forms part of the Annual Report.
SCHEME OF ARRANGEMENT
With a view to create a separate and focused entity to take the advantage of the future emerging opportunities in the digital media segment, the Multi-media Content Management Undertaking of the Company was transferred and vested to and in HT Digital Streams Limited (HTDSL), as a ''going concern'' on a slump exchange basis, pursuant to a Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 between the Company and HTDSL, and their respective shareholders and creditors (âSchemeâ). The Scheme was sanctioned by the Honâble Delhi High Court and Honâble High Court of Judicature at Patna with effect from the Appointed Date i.e. April 1, 2016.
Pursuant to the Scheme, HTDSL has issued and allotted to the Company on December 31, 2016 (being the Effective Date), its 85,87,896 nos. of Equity Shares of '' 10/- each constituting 42.83% of its equity share capital.
ASSOCIATE COMPANY
During the year under review, consequent upon HMVL acquiring 42.83% of the equity share capital of HTDSL, HTDSL became an Associate of your Company. Accordingly, Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 pursuant to the provisions of the Companies Act, 2013 and applicable Accounting Standards along with Auditorsâ Report thereon, forms part of this Annual Report.
In terms of the provisions of Section 136 of the Companies Act, 2013, the financial statements of HTDSL (Associate Company) for the financial year ended on March 31, 2017 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same is also available on the Companyâs website viz. www.hmvl.in.
A report on the performance and financial position of the above Associate Company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here.
The contribution of Associate Company to the overall performance of your Company is outlined in Note no. 44 of the Consolidated Financial Statements for the financial year ended March 31, 2017.
RISK MANAGEMENT
Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. A detailed statement indicating development and implementation of the risk management policy, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBIâs circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (âSEBI ESOP Regulationsâ) is available on the Companyâs website viz. www.hmvl.in. The HT Group Companies - Employee Stock Option Rules for Listed Companies (of a Parent Company) are in compliance with the SEBI ESOP Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year under review, on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 4, 2017, appointed Shri Shamit Bhartia as Managing Director of the Company for a period of 5 (five) years w.e.f. February 4, 2017, subject to approval of the Members. The Board commends the appointment of Shri Shamit Bhartia as Managing Director, for approval of Members at the ensuing Annual General Meeting (AGM).
Further, on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 18, 2017, appointed Shri Priyavrat Bhartia as Managing Director of the Company (earlier, Whole-time Director) w.e.f May 18, 2017 for the unexpired period of his tenure as Whole-time Director, i.e. up to September 30, 2020. The Board commends the appointment of Shri Priyavrat Bhartia as Managing Director, for approval of Members at the ensuing AGM.
In accordance with the provisions of the Companies Act, 2013, Shri Shamit Bhartia, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Directors commend the re-appointment of Shri Shamit Bhartia for approval of the Members at the ensuing AGM.
All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and SEBI Regulations. The Independent Directors have also confirmed that they have complied with the âCode of Conductâ of the Company.
Brief resume, nature of expertise, details of directorship held in other companies of the above Directors proposed to be appointed / re-appointed, along with their shareholding in the Company as stipulated under Secretarial Standard-2 and Regulation 36 of SEBI Regulations is provided in the Notice of ensuing AGM.
Key Managerial Personnel
During the year under review, Shri Ajay Jain ceased to be Chief Financial Officer w.e.f. November 1, 2016. On the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on November 1, 2016 appointed Shri Ratul Bhaduri as Chief Financial Officer and he was designated as Key Managerial Personnel in such capacity w.e.f. November 1, 2016.
PERFORMANCE EVALUATION
In line with the requirements under the Companies Act, 2013 and SEBI Regulations, the Board undertook an annual formal evaluation of its own performance and that of its Committees & Directors.
The Nomination and Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the âGuidance Note on Board Evaluationâ issued by SEBI on January 5, 2017.
The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, familiarization with relevant aspects of companyâs business / activities etc. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.
A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination and Remuneration Committee and the Board of Directors. The Board would endeavour to use the results of the evaluation process constructively, improve its own effectiveness and deliver superior performance.
AUDITORS
Auditors
In order to comply with the requirement of mandatory rotation of Auditors by the conclusion of ensuing AGM, and to appoint a new Auditor in place of S.R. Batliboi & Co. LLP Chartered Accountants [Firm Registration No. 301003E/ E300005] (âSRBâ), the Audit Committee and Board of Directors at their respective meetings held on May 18, 2017, have recommended the appointment of Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009], as the new Auditors of the Company, to hold office for a term of 5 (five) consecutive years from the conclusion of ensuing AGM till the conclusion of sixth AGM from the ensuing AGM (subject to ratification of their appointment by the Members at every AGM to be held in the intervening period, if so required by Companies Act, 2013). The Company has received a certificate from PwC to the effect that their appointment as Auditors shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013.
The Auditorâs Report of SRB on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2017 is an unmodified opinion i.e it does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors had appointed Shri N.C. Khanna, Company Secretary-in-Practice (C.P No. 5143) as Secretarial Auditor, to conduct the Secretarial Audit for financial year 2016-17. The Secretarial Audit Report is annexed herewith as âAnnexure - Bâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported to the Audit Committee, any instance of fraud under Section 143(12) of the Companies Act, 2013 and rules made there under.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on armâs length terms. The related party transactions were placed before the Audit Committee for review and approval. During the year, the Company did not enter into any contract / arrangement / transaction with related party, which could be considered material in accordance with the Companyâs Policy on Materiality of and dealing with Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The said policy is available on the Companyâs website viz. www.hmvl.in.
Reference of the Members is invited to Note no. 34 of the Standalone Annual Financial Statements, which sets out the related party disclosures as per Ind AS - 24.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Company has in place the Corporate Social Responsibility (CSR) Committee of Directors in terms of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance, which forms part of the Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company during the year under review. The CSR Policy is available on the Companyâs website viz. www.hmvl.in.
The Annual Report on CSR for FY 17 is annexed herewith as âAnnexure - Câ.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013, your Directors state that:
i) in the preparation of the annual accounts for the financial year ended on March 31, 2017, the applicable Accounting Standards have been followed and there are no material departures;
ii) such accounting policies have been selected and applied consistently, and judgments and estimates have been made, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017; and of the profit of the Company for the year ended on March 31, 2017;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a âgoing concernâ basis;
v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and
vi) systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.
Particulars of loans given, investments made, guarantees / securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in the notes to the Annual Standalone Financial Statements.
Board Meetings: A yearly calendar of meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2017, the Board met six times on May 25, 2016 (two separate meetings), August 4, 2016, November 1, 2016, January 18, 2017 and February 4, 2017. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.
Committees of the Board: At present, five standing committees of the Board are in place viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee, Investment and Banking Committee and Stakeholdersâ Relationship Committee. During the year under review, all recommendations of the aforesaid Committees were accepted by the Board.
Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & senior management as prescribed under Section 178(3) of the Companies Act, 2013 and the SEBI Regulations, is available on the Companyâs website viz. www.hmvl.in.
Vigil Mechanism: The Vigil Mechanism as envisaged in the Companies Act, 2013 & rules made there under and the SEBI Regulations is addressed in the Companyâs âWhistle Blower Policyâ. In terms of the Policy, the directors/ employees/stakeholders of the Company may report concerns about unethical behavior, actual or suspected fraud or any violation of the Companyâs Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companyâs website viz. www.hmvl.in.
Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration are set out in the âAnnexure - Dâ to this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Boardâs Report is being sent to the Members without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours, 21 days before the ensuing AGM. Members interested in obtaining a copy of the said Annexure, may write to the Company Secretary at the Registered Office of the Company.
Disclosures under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âAnnexure - Eâ.
Extract of Annual Return: An Extract of the Annual Return for the financial year ended on March 31, 2017 in Form MGT-9 is annexed herewith as âAnnexure - Fâ.
Corporate Governance: The report on Corporate Governance in terms of the SEBI Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice is annexed herewith as âAnnexure - Gâ.
Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as âAnnexure - Hâ.
Business Responsibility Report: In terms of the provisions of Regulation 34 of the SEBI Regulations, the Business Responsibility Report is available on the Companyâs website viz. www.hmvl.in.
GENERAL
Your Directors state that no disclosure is required in respect of the following matters, as there were no transactions/ events in relation thereto, during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.
There was no change in the share capital of the Company during the year under review.
The Company has not transferred any amount to the
General Reserve during the year under review.
No material changes/commitments have occurred after the end of the financial year 2016-17 and till the date of this report which would affect the financial position of your Company.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the âgoing concernâ status and Companyâs operations in future.
Your Company has in place, adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, advertisers, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.
For and on behalf of the Board
(Shobhana Bhartia)
Place: New Delhi Chairperson
Date: July 17, 2017 DIN: 00020648
Mar 31, 2016
Dear Shareholders,
The Directors are pleased to present their Report, together with the Audited Financial Statements for the financial year ended
on March 31, 2016.
FINANCIAL RESULTS
Your Company''s performance during the financial year ended on March 31, 2016, is summarized below:
Particulars (Rs. In Lacs)
2015-16 2014-15
Total Income 97,927.49 87,502.79
Earnings before interest, tax,
depreciation and amortization (EBITDA) 27,845.89 22,293.28
Less: Depreciation and amortization
expense 2,249.50 2,432.27
Less: Finance costs 1,133.23 1,053.59
Profit before Tax 24,463.16 18,807.42
Less: Tax Expense
- Current Tax 6,179.74 4,741778
- Deferred Tax charge / (credit) 228.73 (20.53)
Profit for the year from continuing
operations 18,054.69 14,086.17
Add: Balance as per last financial
statements 41,363.46 28,414.59
Amount available for appropriation
Appropriations -
- Proposed final equity dividend
[Rs.1.20 per Equity Share of
Rs.10/- each i.e. 880.73 880.73
12% (previous year - Rs.1.20 per
Equity Share i.e. @ 12%)]
Tax on proposed equity dividend 179.29 179.29
Adjustments in reserves on account
of change in life of assets as per
the - 77.28
Companies Act, 2013
Net surplus in the Statement of
Profit and Loss 58,358.13 41,363.46
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.1.20 per Equity Share of Rs.10/- each i.e. @ 12% (previous year -
Rs.1.20 per Equity Share i.e. @ 12%) for the financial year ended on March 31, 2016 and seek your approval for the same.
The proposed dividend payment, including Corporate Dividend Distribution Tax would entail an outflow of Rs.1,060.02 Lacs
(previous year Rs. 1,060.02 Lacs).
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of your Company for the year under review and
future outlook, is appearing in the Management Discussion and Analysis, which forms part of this Annual Report.
SCHEME OF ARRANGEMENT
With a view to create a separate entity focused on the emerging opportunities in the digital media space, your Directors had
approved a Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 between the Company and HT Digital Streams Limited, a
wholly-owned subsidiary of HT Media Limited (holding company), for transfer and vesting of the Multi-media Content Management
Undertaking of the Company to and in HT Digital Streams Limited, as a ''going concern'' on a slump exchange basis ("Scheme"). In
the said connection, pursuant to the order of the Hon''ble High Court of Judicature at Patna, meetings of Equity Shareholders and
Unsecured Creditors of the Company were convened, wherein the Scheme was approved with requisite majority. The petition seeking
sanction of the Scheme is pending before the Hon''ble High Court of Judicature at Patna.
RISK MANAGEMENT
Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. A detailed statement
indicating development and implementation of a risk management policy including identification therein, the various elements of
risk, is appearing in the Management Discussion and Analysis.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 read with SEBI''s circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 is available
on the Company''s website viz. www.hmvl.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Dr. Mukesh Aghi was appointed as Independent Director, not liable to retire by rotation, to hold
office for 5 (five) consecutive years for a term up to March 31, 2020. Further, the Board of Directors had appointed, subject to
approval of members, Shri Priyavrat Bhartia as Whole-time Director of the Company for a period of 5 (five) years w.e.f. October
1, 2015. Your Directors recommend the appointment of Shri Priyavrat Bhartia as Whole-time Director of the Company at the ensuing
Annual General Meeting (AGM). Further, in accordance with the provisions of the Companies Act, 2013, Shri Priyavrat Bhartia,
retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Directors also recommend
his re-appointment at the ensuing AGM.
All Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the
Companies Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations").
During the year under review, Shri Vikram Singh Mehta, Non-executive Independent Director and Shri Rajiv Verma, Non-executive
Director tendered resignation from the Board of Directors of the Company w.e.f. June 12, 2015 and September 11, 2015,
respectively. The Board places on record its sincere appreciation for the valuable contribution made by Shri Vikram Singh Mehta
and Shri Rajiv Verma during their tenure on the Board of Directors of the Company.
There has been no change in Key Managerial Personnel during the year under review.
PERFORMANCE EVALUATION
The Board undertook a formal evaluation of its own performance and that of its Committees & individual Directors. The Nomination
& Remuneration Committee led the evaluation process. Structured questionnaires were devised and circulated to all the Directors
of the Company seeking their feedback on Board effectiveness and performance of Individual Directors, Board Committees & the
Chairperson.
The Independent Directors were evaluated on various parameters, including functional skill-set, quality of inputs/ suggestions,
engagement & participation in key business decisions, awareness of the risk profile of the industry etc.
The Board would endeavour to use the results of the evaluation process constructively, improve its own effectiveness and deliver
performance.
AUDITORS
Statutory Auditors
The members of the Company at their AGM held on September 8, 2014, had appointed S.R. Batliboi & Co. LLP, Chartered Accountants
[Firm Registration No. 301003E] ("SRB") as statutory auditors of the Company, to hold office till the conclusion of the third
consecutive AGM to be held in the calendar year 2016 (subject to ratification of their appointment at the AGM to be held in the
calendar year 2015). Accordingly, the appointment of SRB as statutory auditors, was ratified at the AGM held on August 28, 2015.
In terms of the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and rules made thereunder,
the Audit Committee and Board of Directors recommend the re-appointment of SRB as statutory auditors of the Company, till the
conclusion of AGM to be held in calendar year 2017. The Company has received a certificate from SRB to the effect that their
re-appointment as statutory auditors shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Auditors'' Report is unmodified i.e. it does not contain any qualification, reservations or adverse remarks.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had
appointed Shri N.C. Khanna, Company Secretary-in- Practice (C.P No. 5143) as Secretarial Auditor, to conduct the Secretarial
Audit for Financial Year 2015-16. The Secretarial Audit Report is annexed herewith as Annexure "A".
There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any incident of fraud under
Section 143 (12) of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Company with related parties during the year under review, were
on arm''s length terms and were placed before the Audit Committee for review and approval. During the year under review, the
Company had entered into one transaction with a related party which was material as per the policy on ''Materiality of and dealing
with Related Party Transactions'' (available on Company''s website viz. www.hmvl.in). In terms of the said transaction, the Company
acquired ''Hindustan'' and other Hindi publication related trademarks from HT Media Limited (holding company) at a consideration of
Rs. 62 Crore (excluding taxes and other statutory levies). The above transaction was approved by the shareholders of the Company
at the AGM held on August 28, 2015. The required particulars of the said transaction in form AOC-2, is annexed herewith as
Annexure - "B".
Reference of the members is invited to Note no. 31 to the financial statements, which sets out the related party disclosures as
per Accounting Standard 18.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted the Corporate Social Responsibility (CSR) Committee of Directors in terms of Section 135 of the
Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate
Governance. The CSR Committee formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by
the Company, which was approved by the Board. The CSR Policy of the Company is available on the Company''s website viz.
www.hmvl.in.
The Annual Report on CSR activities during FY 16 is annexed herewith as Annexure "C".
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013, your Directors state that:
i) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable Accounting Standards
have been followed and there are no material departures;
ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016; and of the
profit of the Company for the year ended on March 31, 2016;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) proper internal financial controls were in place and that the such internal financial controls were adequate and operating
effectively; and
vi) systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of
principal and interest on the loans availed.
Particulars of loans given, investments made, guarantees/ securities given: The details of investments made and
loans/guarantees/securities given, as applicable form part of the notes to the financial statements.
Board Meetings: During the financial year ended on March 31, 2016, the Board met five times on May 14, 2015, July 14, 2015,
October 26, 2015, November 19, 2015 and January 25, 2016 . For further details, members may please refer Report on Corporate
Governance.
Committees of the Board: The Board has constituted five standing committees viz. Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, Investment and Banking Committee and Stakeholders'' Relationship Committee.
A detailed note on the Board and its Committees is provided under the Report on Corporate Governance.
Remuneration Policy: The Board, on the recommendation of the Nomination and Remuneration Committee has framed a policy on
appointment of Directors, Key Managerial Personnel & senior management and fixing their remuneration.
Vigil Mechanism: A "Whistle Blower Policy" (vigil mechanism) is in place to provide opportunity to directors/
employees/stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud by any director
and/or employee of the Company or any violation of the Code of Conduct.
Particulars of Employees and Related Disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013
and Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other
particulars of employees are set out in the Annexure "D" to this report. In terms of the provisions of Section 136(1) of the
Companies Act, 2013, the Board''s Report is being sent to the shareholders without this annexure. However, the same is available
for inspection by the members at the Registered Office of the Company during business hours on all working days upto the date of
the ensuing AGM. Members interested in obtaining a copy of the same, may write to the Company Secretary at the Registered Office
of the Company.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as " Annexure
"E".
Extract of Annual Return: Extract of the Annual Return of the Company (in form MGT-9) is annexed herewith as Annexure "F".
Corporate Governance Report: The Report on Corporate Governance in terms of SEBI Regulations, forms part of this Annual Report.
The certificate issued by a Company Secretary-in-Practice, in terms of the requirement of the SEBI Regulations is annexed
herewith as Annexure "G"
Energy conservation, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy,
technology absorption and foreign exchange earnings & outgo as required to be disclosed under the Companies Act, 2013, is annexed
herewith as Annexure "H".
GENERAL
Your Directors state that no disclosure is required in respect of the following matters as there were no transaction in relation
thereto, during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern''
status and Company''s operations in future.
There was no change in the Share Capital of the Company during the year under review.
No material changes/commitments affecting the financial position of the Company have occurred after the end of the financial year
2015-16 and till the date of this report.
Your Company has in place, adequate internal financial controls with reference to the financial statements. During the year, such
controls were tested and no reportable material weakness in the design or operations were observed.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities, shareholders, investors, readers, advertisers, customers, banks,
vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives
and employees of the Company.
For and on behalf of the Board
Place: New Delhi Shobhana Bhartia
Date: May 25, 2016 Chairperson
Mar 31, 2015
Dear Members,
The Directors are pleased to present their Report, together with the
Audited Financial Statements for the financial year ended on March
31,2015.
Financial Results
Your Company''s performance during the financial year ended on March
31,2015, is summarized below:
(In RS. Lacs)
Particulars 2014-15 2013-14
Total Income 87,502.79 76,029.64
Earnings before interest, tax, 22,293.28 18,180.50
depreciation and amortization
(EBITDA)
Less: Depreciation and 2,432.27 2,155.57
amortization expense
Less: Finance costs 1,053.59 568.63
Profit before Tax 18,807.42 15,456.30
Less: Tax Expense
* Current Tax 4,741.78 4,345.14
* Deferred Tax charge / (20.53) (9.80)
(credit)
Profit for the year from 14,086.17 11,120.96
continuing operations
Add: Balance as per last financial 28,414.59 18,603.04
statements
Amount available for 42,500.76 29,724.00
appropriation
Appropriations -
* Proposed final equity 880.73 880.73
dividend [RS. 1.20/- per
Equity Share of RS. 10/-
each i.e., 12% (previous
year - RS. 1.20/- per Equity
share i.e. @ 12%)]
* Tax on proposed equity 179.29 149.68
dividend
* Transfer to General - 279.00
Reserve
* Adjustments in reserves 77.28 -
on account of change in
life of assets as per the
Companies Act, 2013
Net surplus in the 41,363.46 28,414.59
Statement of Profit & Loss
Dividend
Your Directors are pleased to recommend a dividend of RS. 1.20 per
Equity Share of RS. 10/- each i.e. @12% (previous year - RS. 1.20 per
Equity Share i.e. @ 12%) for the financial year ended on March 31, 2015
and seek your approval for the same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of RS. 1,060.02 Lacs
(previous year RS. 1,030.41 Lacs).
Company Performance and Future Outlook A detailed analysis and insight
into the financial performance and operations of your Company for the
year under review and future outlook, is appearing in the Management
Discussion and Analysis section, which forms part of the Annual Report.
Risk Management
Your Company has a robust risk management framework to identify,
evaluate and mitigate business risks. The Company is exposed to various
uncertainties and risks such as changing consumer behaviour,
competition, raw material prices and economic uncertainties. Therefore,
identification, measurement, monitoring and management of risks remain
a key priority of the management. As a measure of good corporate
governance, a systematic risk assessment & mitigation process is
followed, for which a comprehensive Risk Management Policy has been
framed at the group level. The Risk Management Policy describes the
scope, objectives, processes, as well as roles and responsibilities of
various functions. The risks are periodically reviewed by the
management keeping in view the changing economic and business
environment. The Audit Committee and Board of Directors are
periodically apprised of key risks and mitigation measures.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013, Smt.
Shobhana Bhartia, Chairperson and Shri Benoy Roychowdhury, Whole-time
Director of the Company, retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible have offered themselves for
re-appointment. The Board recommends their re-appointment by the
Members at the ensuing AGM.
During the year under review, Shri Ajay Relan, Shri Ashwani Windlass,
Shri Shardul S. Shroff, Shri Piyush G. Mankad and Shri Vikram Singh
Mehta were appointed as Independent Directors, not liable to retire by
rotation, to hold office for 5 (five) consecutive years for a term up
to March 31, 2019. The members also approved the appointment of Shri
Rajiv Verma, as a Non-executive Director, liable to retire by rotation.
Further, Shri Benoy Roychowdhury was re-appointed as a Whole-time
Director of the Company for a period of five years w.e.f April 1,2014.
All Independent Directors of the Company have confirmed that they meet
the criteria of independence as prescribed under both, the Companies
Act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges.
Appointment of Key Managerial Personnel: During the year under review,
Shri Vivek Khanna, Chief Executive Officer; Shri Ajay Jain, Chief
Financial Officer; and Shri Tridib Barat, Company Secretary who were
already working with the Company in their respective positions, were
appointed as Key Managerial Personnel under the provisions of the
Companies Act, 2013.
Performance Evaluation
The Board undertook the initiative to conduct a formal evaluation of
its own performance and that of its committees & individual Directors.
The Nomination & Remuneration Committee led the evaluation process. The
Independent Directors reviewed the performance of non-independent
Directors, the Chairperson of the Company and the Board as a whole.
Structured questionnaire(s) were devised to facilitate the evaluation
process.
The Board would use the results of the evaluation process
constructively to improve its effectiveness, optimize individual
strength of Directors and deliver performance & overall growth for the
Company.
AUDITORS
Statutory Auditors
The members of the Company in their Annual General Meeting (AGM) held
on September 8, 2014 appointed S.R. Batliboi & Co. LLP, as Statutory
Auditors of the Company to hold office from the conclusion of that AGM,
till the conclusion of the AGM to be held in calendar year 2016,
subject to ratification of their appointment at the AGM to be held in
calendar year 2015. In terms of the provisions of Section 139 and other
applicable provisions of the Companies Act, 2013 and Rules made
thereunder, it is proposed to ratify the appointment of S.R. Batliboi &
Co. LLP, as Statutory Auditors of the Company from the conclusion of
the ensuing AGM till the conclusion of the AGM to be held in calendar
year 2016. The Company has received a certificate from S.R. Batliboi &
Co. LLP to the effect that the ratification of their appointment as
Statutory Auditors shall be in accordance with the provisions of
Section 141 of the Companies Act, 2013.
Further, there are no qualifications, reservations or adverse remarks
made by the Statutory Auditors in their report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Board of Directors has appointed Shri
N.C. Khanna, Company Secretary-in- practice (C.P No. 5143), as
Secretarial Auditor to conduct the Secretarial Audit of the Company for
the Financial Year 2014-15. The Secretarial Audit Report is annexed
herewith as Annexure "A". There are no qualifications, reservations or
adverse remarks made by the Secretarial Auditor in his report.
Related Party Transactions
All contracts / arrangements / transactions entered by the Company with
related parties during the year under review, were in the ordinary
course of business; and on arms'' length basis. During the year under
review, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions.
The Policy on ''Materiality of and dealing with Related Party
Transactions'' is uploaded on the Company''s website viz. www.hmvl.in.
Your Directors draw attention of the members to Note 32 of the
financial statements which set out related party disclosures as per
Accounting Standard -18.
Corporate Social Responsibilty
The Company has a duly constituted Corporate Social Responsibility
(CSR) Committee of Directors, in terms of Section 135 of the Companies
Act, 2013. As on March 31,2015, the Committee comprised of three
directors viz. Smt. Shobhana Bhartia (Chairperson), Shri Ajay Relan and
Shri Priyavrat Bhartia. The CSR Committee has formulated and
recommended to the Board, a CSR Policy indicating the activities to be
undertaken by the Company, which has been approved by the Board. The
CSR Policy of the Company is available on the Company''s website viz.
www.hmvl.in.
The Annual Report on CSR activities during FY-15 is annexed herewith as
Annexure "B".
Directors'' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, your Directors
report that:
i. in the preparation of the annual accounts for the financial year
ended on March 31,2015, the applicable Accounting Standards have been
followed and there are no material departures;
ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31,2015; and of the profit of the
Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a ''going concern'' basis;
v. internal financial controls were in place and that such internal
financial controls were adequate and operating effectively; and
vi. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Disclosures Under the Companies Act, 2013
Borrowings and Debt Servicing: During the year under review, your
Company has met all its obligations towards repayment of principal and
interest on loans availed.
Particulars of Loans given, Investments made and Guarantees/Securities
given: The details of loans given, investments made and
guarantees/securities given as applicable, form part of the notes to
the financial statements.
Board Meetings: During the financial year ended on March 31, 2015, the
Board met four times on May 7, 2014, July 21, 2014, October 15, 2014
and January 20, 2015. For further details, please refer Report on
Corporate Governance section.
Committees of the Board: Currently, the Board has five standing
committees viz. Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Investment and Banking
Committee and Stakeholders'' Relationship Committee. A detailed note on
the Board and its Committees is provided under the Report on Corporate
Governance section.
Remuneration Policy: The Board has, on the recommendation of the
Nomination and Remuneration Committee, framed a policy on appointment
of Directors, Key Managerial Personnel and Senior Management and also
fixing their remuneration.
Vigil Mechanism: The Board has adopted a Whistle Blower Policy (Vigil
Mechanism) to provide opportunity to Directors/ Employees/Stakeholders
of the Company to report concerns about unethical behavior, actual or
suspected fraud of any Director and/or Employee of the Company or any
violation of the Code of Conduct. Further during the year under review,
no case was reported under the Vigil Mechanism.
Particulars of Employees and Related Disclosures:In accordance with the
provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2)
(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014,the names and other particulars of employees are set out in
the Annexure "C" to this report. In terms of the provisions of Section
136(1) of the Companies Act, 2013, the Board''s Report is being sent to
the shareholders without this annexure. However, the same is available
for inspection by the Members at the Registered Office of the Company
during business hours on all working days upto the date of ensuing
Annual General Meeting. Members interested in obtaining a copy of the
said annexure may write to the Company Secretary at the Registered
Office of the Company.
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure "D".
Extract of Annual Return: Extract of the Annual Return of the Company
(in form MGT-9) is annexed herewith as Annexure "E".
Corporate Governance Report: The Report on Corporate Governance in
terms of Clause 49 of the Listing Agreement,
forms part of the Annual Report. The certificate issued by a Company
Secretary-in-Practice, in terms of the requirements of the Listing
Agreement is annexed herewith as Annexure "F".
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo: The information on conservation of energy,
technology absorption and foreign exchange earnings and outgo as
required to be disclosed under the Companies Act, 2013, is annexed
herewith as Annexure "G".
No material changes/commitments affecting the financial position of the
Company have occurred after the end of the financial year 2014-15 and
till the date of this report.
Your Company has in place adequate internal financial controls with
reference to the financial statements. During the year, such controls
were tested and no reportable material weakness in the design or
operations were observed.
General
Your Directors state that no disclosure is required in respect of the
following matters as there was no transaction in relation thereto,
during the year under review:
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme of the Company.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the ''going concern'' status and
Company''s operations in future.
Acknowledgement
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities,
shareholders, investors, readers, advertisers, banks, vendors and
suppliers. Your Directors also place on record their deep appreciation
of the committed services of the executives and employees of the
Company.
For and on behalf of the Board
(Shobhana Bhartia)
Place: New Delhi Chairperson
Date: May 14, 2015 DIN: 00020648
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present their Report, together with the
Audited Financial Statements for the financial year ended on March 31,
2014.
FINANCIAL RESULTS
Your Company''s performance during the financial year ended on March 31,
2014, is summarized below:
(Rs in Lacs)
Particulars 2013-14 2012-13
Total Income 76,029.64 66,473.73
Earnings before interest, tax, depreciation
and amortization (EBITDA) 18,180.50 14,101.96
Less: Depreciation and amortization expense 2,155.57 2,170.11
Less: Finance costs 568.63 527.61
Profit before Tax 15,456.30 11,404.24
Less: Tax Expense
- Current Tax 4,345.14 2,793.66
- Deferred Tax charge / (credit) (9.80) 158.31
Profit for the year from continuing operations 11,120.96 8,452.27
Add: Balance as per last financial statements 18,603.04 11,393.18
Amount available for appropriation 29,724.00 19,845.45
Appropriations -
- Proposed final equity dividend [Rs1.20/- per Equity Share of Rs10/-
each i.e. 12% 880.73 880.73 (Previous Year  Rs1.20/- per Equity share
i.e. @ 12%)]
- Tax on proposed equity dividend 149.68 149.68
- Transfer to General Reserve 279.00 212.00
Net surplus in the Statement of Profit & Loss 28,414.59 18,603.04
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs1.20 per Equity
Share of Rs10/- each i.e., 12% (Previous Year  Rs1.20/- per Equity
Share i.e. @ 12%) for the financial year ended on March 31, 2014 and
seek your approval for the same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of Rs1,030.41 Lacs (Previous
Year Rs1,030.41 Lacs).
OFFER FOR SALE
During the year under review, HT Media Limited, the promoter of the
Company divested 19,39,027 equity shares of the Company through ''Offer
for Sale of shares by promoters through the stock exchange mechanism''
route, to enable the Company to achieve ''Minimum Public Shareholding'',
as required by law.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion and Analysis, which
forms part of the Annual Report.
BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on the loans availed.
DEPOSITS
Your Company has not accepted or invited any Public Deposits during the
year.
DIRECTORS
During the year under review, Shri Vikram Singh Mehta and Shri Rajiv
Verma were inducted on the Board of Directors of the Company as
Additional Directors w.e.f. August 21, 2013. In terms of the applicable
provisions of the Companies Act, 2013, Shri Vikram Singh Mehta and Shri
Rajiv Verma hold office till the ensuing Annual General Meeting and are
eligible for re-appointment.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, approval of the members is being sought for
appointment of Shri Ajay Relan, Shri Ashwani Windlass, Shri Piyush G.
Mankad, Shri Shardul S. Shroff and Shri Vikram Singh Mehta,
Non-executive Independent Directors, as Independent Directors of the
Company for 5 consecutive years for a term upto March 31, 2019. These
directors fulfll the conditions specified in the Companies Act, 2013 and
rules made thereunder for appointment as Independent Directors. As
required under Section 160 of the Companies Act, 2013, the Company has
received notice alongwith requisite deposit from members, proposing the
candidature of Shri Ajay Relan, Shri Ashwani Windlass, Shri Piyush G.
Mankad, Shri Shardul S. Shroff, Shri Vikram Singh Mehta and Shri Rajiv
Verma for appointment as Directors of the Company.
Shri Shamit Bhartia, Director, retires from office by rotation at the
ensuing Annual General Meeting as per the provisions of the Companies
Act, 2013 and being eligible, has offered himself for re-appointment.
Further, the Board of Directors at its meeting held on May 7, 2014 has
approved, subject to approval of the shareholders at their ensuing
Annual General Meeting, the re-appointment of Shri Benoy Roychowdhury
as Whole-time Director for a period of 5 years w.e.f. April 1, 2014.
A brief resume, details of expertise and other directorships /
committee memberships held by the above Directors, forms part of the
notice convening the Annual General Meeting.
AUDITORS
The Statutory Auditors viz., S.R. Batliboi & Co. LLP, are due to retire
at the conclusion of the ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointment. In terms of the
provisions of Section 139 and other applicable provisions of the
Companies Act, 2013 and rules made thereunder, it is proposed to
appoint S.R. Batliboi & Co. LLP as Statutory Auditors of the Company
from the conclusion of the ensuing Annual General Meeting till the
conclusion of the Annual General Meeting to be held in the calendar
year 2016, subject to the ratifcation of their appointment at the
Annual General Meeting to be held in the calendar year 2015.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance in terms of Clause 49 of the Listing
Agreement, forms part of the Annual Report. The certifcate issued by a
Company Secretary-in-Practice, in terms of the requirements of the
Listing Agreement is annexed as Annexure  A.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to Section 217 (1)(e) of the Companies Act, 1956
on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, is annexed to this Report as Annexure  B.
The particulars of employees pursuant to Section 217(2A) of the
Companies Act, 1956 and the rules made thereunder, are annexed
to this Directors'' Report as Annexure - C. However, pursuant to the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all the shareholders of the Company
without the above information. Any shareholder interested in obtaining
such particulars may write to the Company Secretary at the Registered
office address of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
report that:
i. in the preparation of the annual accounts for the financial year
ended on March 31, 2014, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;
ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31, 2014; and of the Profit of the
Company for the year ended on March 31, 2014;
iii. proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities,
shareholders, investors, readers, customers, banks, vendors and
suppliers. Your Directors also place on record their deep appreciation
of the committed services of the executives and employees of the
Company.
For and on behalf of the Board
(Shobhana Bhartia)
Chairperson
Place: New Delhi DIN:00020648
Date: July 21, 2014
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present their Report, together with the
Audited Statement of Accounts for the financial year ended on 31st
March, 2013.
FINANCIAL RESULTS
Your Company''s performance during the financial year ended on 31st
March, 2013, is summarized betow:
(Rs. in Lac)
Particulars 2012-13 2011-12
Total Income 66,473.73 61,576.73
Earnings before interest, tax, 14,101.96 11,445.82
depreciation and amortization (EBITDA)
Less: Depreciation and amortization 2,170.11 1,941.57
expense
Less: Finance costs 527.61 330.01
Profit before Tax 11,404.24 9,174.24
Less: Tax Expense
Current Tax 2,793.66 2,498.58
Deferred Tax charge / (credit) 158.31 140.79
Profit for the year from continuing 8,452.27 6,534.87
operations
Add: Balance as per last financial 11,393.18 6,046.92
statements
Amount available for appropriation 19,845.45 12,581.79
Appropriations -
- Proposed final equity dividend [amount 880.73 880.73
per share Rs. 1.20/- per Equity Share of
Rs. 10/- each i.e., 12% (previous year -
Rs. 1.20/- per Equity share i.e. @ 12%)]
- Tax on proposed equity dividend 149.68 142.88
- Transfer to General Reserve 212.00 165.00
Net surplus in the statement of 18,603.04 11,393.18
Profit & Loss
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 1.20/- per
Equity Share of Rs. 10/- each i.e., 12% (previous year - Rs. 1.20/- per
Equity share i.e. @ 12%) for the financial year ended on 31st March,
2013 and seek your approval for the same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of Rs. 1,030.41 Lac (previous
year Rs. 1,023.61 Lac).
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion and Analysis, which
forms part of the Annual Report.
BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on the loans availed.
DEPOSITS
Your Company has not accepted or invited any Public Deposits during the
year.
DIRECTORS
During the year under review, Shri Dipak C. Jain, Non-executive
Independent Director and Shri Rajiv Verma, Non-executive Director,
tendered their resignation from the Board of Directors of the Company
w.e.f. 24th June, 2013. The Board places on record its sincere
appreciation for the valuable services rendered by Shri Dipak C. Jain
and Shri Rajiv Verma during their tenure on the Board of Directors of
the Company.
Further, Smt. Shobhana Bhartia, Shri Benoy Roychowdhury and Shri
Priyavrat Bhartia, Directors, retire from office by rotation at the
ensuing Annual General Meeting as per the provisions of the Companies
Act, 1956 and being eligible, have offered themselves for
re-appointment. A brief resume, details of expertise and other
directorships / committee memberships held by the above Directors, form
part of the notice convening the Annual General Meeting.
AUDITORS
During the year under review, the Statutory Auditors viz. S.R.
Batliboi & Co., has converted itself into a Limited Liability
Partnership as S.R. Batliboi & Co. LLP w.e.f. 1st April, 2013. Their
registration number with the Institute of Chartered Accountants of
India (ICAI) i.e. 301003E remains the same post conversion.
The Statutory Auditors viz., S.R. Batliboi & Co. LLP, are due to retire
at the conclusion of the ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointment. In terms of the
requirements under Section 224 (IB) of the Companies Act, 1956, the
retiring Auditors have given a certificate regarding their eligibility
for re-appointment as Statutory Auditors of the Company.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Govemance in terms of Clause 49 of the Listing
Agreement, forms part of the Annual Report. The certificate issued by a
Company Secretary-in-Practice, in terms of the requirements of the
Listing Agreement is annexed as Annexure - A.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to Section 217 (l)(e) of the Companies Act, 1956
on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, is annexed to this Report as Annexure - B.
The particulars of employees pursuant to Section 217(2A) of the
Companies Act, 1956 and the rules thereunder, are annexed to this
Directors'' Report as Annexure - C. However, pursuant to the
provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all the shareholders of the Company
without the above information. Any shareholder interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office address of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
report that:
i. in the preparation of the annual accounts for the financial year
ended on 31st March, 2013, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on 31st March, 2013; and of the profit of
the Company for the year ended on 31st March, 2013;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities,
shareholders, investors, readers, customers, banks, vendors and
suppliers. Your Directors also place on record their deep appreciation
of the committed services of the executives and employees of the
Company.
For and on behalf of the Board
Shobhana Bhartia
Chairperson
Place: New Delhi
Date: 26th June, 2013
Mar 31, 2012
The Directors are pleased to present their Report, together with the
Audited Statement of Accounts for the financial year ended on 31st
March, 2012.
FINANCIAL RESULTS
Your Company's performance during the financial year ended on 31st
March, 2012, is summarized below:
(Rs. in Lac)
Particulars 2011-12 2010-11
Total Income 61,730.54 52,586.06
Earnings before interest,
tax, depreciation and
amortization 11,445.82 9,707.18
(EBITDA)
Less: Depreciation and amortization
expense 1,941.57 1,644.69
Less: Finance costs 330.01 445.88
Profit before Tax 9,174.24 7,616.61
Less: Current Tax 2,498.58 1,728.59
Less: Deferred Tax charge 140.79 528.67
Profit for the year 6,534.87 5,359.35
Add: Balance as per last
financial statements 6,046.92 1,540.57
Amount available for appropriation 12,581.79 6,899.92
Appropriations -
- Proposed equity dividend 880.73 733.94
- Tax on proposed equity dividend 142.88 119.06
- Transfer to General Reserve 165.00 0.00
Net surplus in the statement of
profit & loss 11,393.18 6,046.92
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.1.20/- per
Equity Share of Rs.10/- each i.e., 12% (previous year - Rs.1/- per Equity
Share i.e. @ 10%) for the financial year ended on 31st March, 2012 and
seek your approval for the same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of Rs.1023.61 Lac (previous year
Rs.853 Lac).
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion and Analysis, which
forms part of the Annual Report.
BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on the loans availed.
DEPOSITS
Your Company has not accepted any Public Deposits during the year.
DIRECTORS
During the year under review, Shri Piyush G. Mankad and Shri Shamit
Bhartia were inducted on the Board as Additional Directors w.e.f. 19th
December, 2011.
In terms of the applicable provisions of the Companies Act, 1956, Shri
Piyush G. Mankad and Shri Shamit Bhartia hold ofce till the ensuing
Annual General Meeting. As required under Section 257 of the Companies
Act, 1956, the Company has received notice alongwith requisite deposit
from a member proposing the candidature of both Shri Piyush G. Mankad
and Shri Shamit Bhartia for appointment as Directors of the Company
liable to retire by rotation.
Further, Shri Ajay Relan, Shri Ashwani Windlass and Shri Shardul S.
Shrof, Directors; retire from once by rotation at the ensuing Annual
General Meeting and being eligible, have offered themselves for
re-appointment. A brief resume, details of expertise and other
directorships / committee memberships held by the above Directors, form
part of the notice convening the Annual General Meeting.
AUDITORS
The Statutory Auditors of your Company, M/s. S.R. Batliboi and Co., are
due to retire at the conclusion of the ensuing Annual General Meeting
and being eligible, have offered themselves for re-appointment. In terms
of the requirements under Section 224 (1B) of the Companies Act, 1956
the retiring Auditors have given a certificate regarding their
eligibility for re-appointment as Statutory Auditors of the Company.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance in terms of Clause 49 of the Listing
Agreement, forms part of the Annual Report. The certificate issued by a
Company Secretary-in-Practice, in terms of the requirements of the
Listing Agreement is annexed as Annexure - A.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to Section 217 (1)(e) of the Companies Act, 1956
on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, is annexed to this Report as Annexure - B.
The particulars of employees pursuant to Section 217(2A) of the
Companies Act, 1956 and the rules there under, are annexed to this
Directors' Report as Annexure - C. However, pursuant to the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company without the above
information. Any shareholder interested in obtaining such particulars
may write to the Company Secretary at the Registered Once address of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
report that:
i. in the preparation of the annual accounts for the financial year
ended on 31st March, 2012, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on 31st March, 2012; and of the profit of
the Company for the year ended on 31st March, 2012;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities,
shareholders, investors, readers, customers, banks, vendors and
suppliers. Your Directors also place on record their deep appreciation
of the committed services of the executives and employees of the
Company.
For and on behalf of the Board
Place: New Delhi (Shobhana Bhartia)
Date : 18th May, 2012 Chairperson
Mar 31, 2011
The Directors are pleased to present their Report, together with the
Audited Statement of Accounts for the financial year ended on 31st
March, 2011.
FINANCIAL RESULTS
Your CompanyÃs performance during the financial year ended on 31st
March, 2011, is summarized below -
(Rs. in Lacs)
Particulars 2010-11 2009-10*
Total Income 52,802.01 16,696.40
Profit before Interest, Depreciation
Exceptional Items and Tax (EBITDA) 9,694.73 2,929.66
(Less) Depreciation (1,644.69) (250.85)
(Less) Financial expenses (433.43) (374.38)
Profit before Tax 7,616.61 2,304.43
(Less) Provision for Taxation (1,728.59) (455.10)
(Less) Deferred Tax Assets/ (Liabilities) (528.67) (309.15)
Profit after Tax but before prior period items 5,359.35 1,540.18
(Less) Prior period item - Gratuity Expenses - 65.48
Net Profit for the year 5,359.35 1,474.70
Add: Profit brought forward from previous year 1,540.57 65.87
Balance carried to Balance Sheet 6,899.92 1,540.57
* The Hindi business of HT Media Limited (holding company) was
transferred to your Company w.e.f. 1st December, 2009. The results of
FY 2009-10 therefore, are not comparable with results of FY 2010-11.
During the year under review, your CompanyÃs flagship publication viz.
ÃHindustanà (Hindi daily), emerged as the second-largest newspaper in
terms of total readership, in all languages in the country (Source:
Indian Readership Survey (IRS) Q4 2010).
INITIAL PUBLIC OFFERING OF SHARES (IPO)
During the year under review, your Company successfully entered the
domestic capital market with an IPO of 1,62,65,060 Equity Shares of Rs.
10/- each, at a premium of Rs. 156/- per Equity Share, aggregating to
Rs. 270 Crore. The shares of the Company were listed on BSE and NSE on
21st July, 2010.
Post IPO, the paid-up Equity Share Capital of your Company rose to Rs.
73.39 Crore.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 1.00 per
Equity Share of Rs. 10/- each i.e. 10% (previous year à Nil) for the
financial year ended on 31st March, 2011 and seek your approval for the
same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of Rs. 8.53 Crore.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion and Analysis, which
forms part of the Annual Report.
BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on the loans availed.
DEPOSITS
Your Company has not accepted any Public Deposits during the year.
DIRECTORS
During the year under review, Shri Dipak C. Jain and Shri Priyavrat
Bhartia were inducted on the Board as Additional Directors w.e.f. 27th
August, 2010.
In terms of the applicable provisions of the Companies Act, 1956, Shri
Dipak C. Jain and Shri Priyavrat Bhartia hold office till the ensuing
Annual General Meeting. As required under Section 257 of the Companies
Act, 1956, the Company has received notice alongwith requisite deposit
from a member proposing the candidature of both Shri Dipak C. Jain and
Shri Priyavrat Bhartia for appointment as Directors of the Company
liable to retire by rotation.
Further, Smt. Shobhana Bhartia, Shri Rajiv Verma and Shri Benoy
Roychowdhury, Directors; retire from office by rotation at the ensuing
Annual General Meeting and being eligible, have offered themselves for
re-appointment. A brief resume, details of expertise and other
directorships/ committee memberships held by the above Directors, form
part of the Notice convening the Annual General Meeting.
AUDITORS
The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co., are
due to retire at the conclusion of the ensuing Annual General Meeting
and being eligible, have offered themselves for re-appointment. In
terms of the requirements under Section 224 (1B) of the Companies Act,
1956, the retiring Auditors have given a certificate regarding their
eligibility for re-appointment as Statutory Auditors of the Company.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance in terms of Clause 49 of the Listing
Agreement, forms part of the Annual Report. The certificate issued by a
Company Secretary-in-Practice, in terms of the requirements of the
Listing Agreement, is annexed as Annexure à A.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to Section 217(1)(e) of the Companies Act, 1956 on
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, is annexed to this Report as Annexure à B.
The particulars of employees required under Section 217(2A) of the
Companies Act, 1956 and the rules thereunder, are annexed to this
Directorsà Report as
Annexure à C. However, pursuant to the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being
sent to all the shareholders of the Company without the above
information. Any shareholder interested in obtaining such particulars
may write to the Company Secretary at the Registered Office address of
the Company.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
report that:
i. in the preparation of the annual accounts for the financial year
ended on 31st March, 2011, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on 31st March, 2011; and of the profit of
the Company for the year ended on 31st March, 2011;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting and other government authorities,
shareholders, investors, readers, customers, banks, vendors and
suppliers. Your Directors also place on record their deep appreciation
of the committed services of the executives and employees of the
Company.
For and on behalf of the Board
(Shobhana Bhartia)
Chairperson
Place: New Delhi
Date : 16th May, 2011
Mar 31, 2010
The Directors are pleased to present their Report, togother with the
Audited Statement of Accounts tor the financial year ended on 31st
March 2010.
FINANCIAL RESULTS
Your Companys performance during the financial year ended on 31- March
2010, is summarized below:
2009-10 2008-09
(Rs.) (Rs.)
Total Income 1.66,96.39.612 17.76.14.052
Profit before Depreciation/
Amortization Interest, 29,29.66,079 55,41,334
Exceptional Items and Tax (EBITDA)
Less: Depreciation 2,50.85,051 39,31.501
Profit before Exceptional Items
and Tax 23,04,43,043 15,30.859
Less: Exceptional Iteme Nil Nil
Profit before Tax 23,04,43,043 15,30,859
Less: Provision for Taxation 4,55,10,069 6,50.945
Add; Deferred Tax Assets /
(Liablities) (3.09,15,479) (97.421)
Profit after Tax but before
prior period Item 15,40,17,495 7,82.493
Less: Prior period Item -
Gratuity Expenses 65,47,618 -
Net profit for the year 14,74,69,877 7,62.493
Add: Profit brought forward from
previous year 65,87,479 58.04.986
Balance carried to Balance Sheet 15,40,57,356 65,87,479
ACQUISITION OF HINDI BUSINESS
During the year under review, your Company acquired the Hind business
undertaking of the holding company viz., HT Media Limited (HTML).
w.e.f. 1st December, 2009, on a going concern basis by way of a stump
sale. The Hindi business undertaking acquired by the Company comprises
of Hindustan inducing Ravivasriya Hindustan. Hindi daily newspaper;
Nandan & Kadambini, Hindi magazines; and internet portals of
respective publications. Including all assets, labilities and
employees, as the case may be pertaining to Hindi Business situated In
premises located In the states of Bihar. Punjab. Haryana, Jharkhand.
Delhi, Rajasthan, Uttar Pradesh 8 Uttaranchai.
Accordingly. the financial results of your Company for the financial
year ended on 31st March. 2010 includes results of operations of the
Hindi business undertaking acquired by the Company for the four-months
period ended on 31st March, 2010.
PROPOSED INITIAL PUBLIC OFFERING (IPO)
As the members are aware, at the Extraordinary General Meeting held on
28th February. 2010. a Special Resolution was passed to give effect to
an offer, issue and allotment of equity shares of the Company of face
value of Rs.10/- each at par or at premium, up to an aggregate amount
of Rs 350 Crore, in one or more tranches, subject to market conditions,
in an IPO. through a book building process in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations. 2009. Accordingly, a Draft Red Herring
Prospectus was filed with the Securities and Exchange Board of India on
5th March, 2010.
DIVIDEND
Your Directors do not consider It appropriate to recommend any dividend
on Equity Shares for the financial year ended on 31st March, 2010
INCREASE AND RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL
During the year under review, the Authorized Share Capital of your
Company was increased re-classfied, as per details given below -
(1) with effect from 29th September. 2009. the Authorized Share Capital
was re-classified 10 1.50.00.000 (One Crore Fifty Lac) Equity Shares or
Rs.10/- each and 20.00.000 (Twenty Lac) Equity Shares of Rs. 10/- each
with D Rights as 10 voting and or dividend (Class-B Shares)
(2) with effect from 5th January, 2010. the Authorized Share Capital
was increased 10 Rs,77 Crore divided into 7.50.00.000 (Seven Crore
Fifty Lac) Equity Shares of Rs 10/- each and 20.00.000 (Twenty Lac)
Equity Shares of Rs. 10/- each with Differential Rights as to voting
and/or dividend.
(3) with effect from 11th February. 2010, the Authorized Share Capital
was increased to Rs.87 Crore Onded into 8.50.00.000 (Eight Crore Fifty
Lac) Equity Shares of Rs,l0/- each and 20,00.000 (Twenty Lac) Equity
Shares of Rs.10/- each with Differential Rights as to voting and or
dividend,
(4) with effect from 28th February. 2010. the Authorised Share Capital
was re-classified to Rs.87 Crore dividend into 8.70.00.000 (Eight Crore
Seventy Lac) Equity Shares of Rs 10/- each only.
ISSUE OF FRESH CAPITAL
During the veer under review. the paid-up share capital of your Company
was increased, as per following details
(1) On 14th January, 2010.6.96.508 and 37.338 Equity Shares of Rs10/-
each were issued and allotted on a preferential basis. to HT Media
Limited and Smt. Namrata Bharta (as trustee of HT Group Companies
Employee Stock Option Trust) respectively, at 1 consideration of
Rs.650/- per share (inclusive of a premium of Rs.640/- per share).
(2) On 21st- February 2010. 4.94.06.614 Equity Shares of Rs 10/- each
were issued and alloned to the existing shareholders as fully paid
Bonus Shares, in the ratio of 6.4 Equity Shares of Rs10/- each for
every 1 Equity Share of Rs.10/- held on the Record Date i.e 20th
February, 2010.
BORROWINGS AND DEBT SERVICING
During the year under review, your Company tied up for a working
capital of Rs 60 Crore and a Term Loan of Rs 136 Crore.
Your Company has met all its obligations towards repayment of principal
and interest on the loan(s) availed.
DEPOSITS
The Company has not accepted any Public Deposits during the year.
DIRECTORS
Duong the year under review. Smt Shobhana Bhartia. Shri Prtyavrat
Bharita. Shri Rajiv Verma. Shri Benoy Roycnovrfonury. were appointed as
Addtional Directors on the Board of Directors w.e.1 6th January. 2010-
Subsequently. Shri Ajay Relan. Shri Ashwani Windlass and Shri Shardul S
Shroff were also appointed as Additional Directors (Independent) on the
Board of Directors w. e. f 22nd February. 2010.
Further, Shri Benoy Roychowdhury was appointed as a Whole-time Director
of the Company w e f. 23rd February 2010 whih was approved by the
shareholders at the Extra Ordinary General Meeting held on 28th
February. 2010
During. the year under review Shei V.K Charorla, Shri R.K Agrawal, Shri
S.M. Agarwal and Shri Priyavrat Bhartia tendered their resignations(s)
from the Board The Board places on record its sincere appreciation for
the valuable services rendered by Shri V.K. Charoia. Shri R.K. Agrawal.
Shri S M Agarwal and Shri Priyawal Bhartia during their tenure as
Directors
In accordance with the provisions of Section 260 of the Companies Act.
1956, the Adottonal Directors viz Smt Shobhana Bhartia. Shri Rajiv
Verma. Shri Benoy Roychowdhury. Shri Ajay Rohan, Shri Ashwani Windass
and Shri Shardul S, Shroft, hold office till the conclusion of the
ensuing Annual General Meeting The Company has received nonce along
with requisted deposit under Section 257 of the Companies Act, 1956.
proposing the candidature of Smt Shobhana Bhartia. Shri Rajiv verma.
Sari Benoy Roychowdbury Shri Ajay Relan. Shri Ashwani Windlass. and
Shri Shardul S. Shroff, for their appointment as Directors Nable to
retire by -rotation
AUDITORS
The notes to accounts appearing in Schedule 22 of the Annual Financial
Statements read with the Auditors Repot ore soft explanatory and
(characters not visible). do not call for any further comments under
Section 217(3) of the Companies Act. 1956.
The Statutory Auditors of your Company. M/s. S.R. (character not
visible) and Co. Chartered Accountants, are due to retire at the
ensuing Annual General Meeting and being eligible. have offered
(character not visible) for re-appaintment In terms of the requirements
under Section 224(1B) of the Companies act,. 1956 the retiring Auditors
have given a certificate regarding their eligiblity for re-appointment
as Auditors of the Company
STATUTORY INFORMATION
information pursuant Section 217(1) (0)
Absorption and Foreign Exchange Earnings and Outgo form part of this
report as Annexure - A.
The particulars of employees required under Section 217(2AA) of the
Companies Act. 1956 and the rules there under, are annexed to this
Report as Annaxure-B
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act
1956, your Directors report that:
i in the preparation of the annual accounts for the financial year
ended on 3V March. 2010. the applicable accounting standards nave been
followed along with proper explanation relating to material departures.
ii such accounting policies have been selected and applied consistently
and such judgments and estimates have been made that are reasonable and
prudent so as to give a true and law view of the stale of affairs of
the Company as at 31st March. 2010: and of the profit of the Company
for the year ended on 31st March. 2010
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956. for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv the Annual Accounts have been prepared an a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders including Ministry of
Information & Broadcasting Banks. Customers. Suppliers, Employees and
Shareholders of the Company.
For and on behalf of the Board
Place : New Delhi Shobhana Bhartia
Date : 26th April. 2010 Chairperson
Mar 31, 2009
The Directors are pleased to present the 7th Annual Report together
with the Audited Statement of Accounts for the finan- cial year ended
on 31st March, 2009.
FINANCIAL RESULTS
The highlights of performance of your Company during the financial year
ended on 31st March, 2009 are as follows:
(Rs. in Crore)
PARTICULARS 2008-09 2007-08
Total Income 1357.77 1226.92
Profit before Interest,
Depreciation, Tax &
Exceptional Items 220.02 263.63
Interest 31.69 17.73
Profit before Depreciation, Tax
& Exceptional Items 188.33 245.90
Depreciation 55.01 44.67
Profit before Tax &
Exceptional Items 133.32 201.23
Exceptional Items 18.82 -
Profit before Tax 114.50 201.23
Provision for Taxes 3.45 51.28
Deferred Tax (charge) 25.82 5.40
Profit after Tax 85.23 144.55
Balance from previous years brought forward (Net of
adjustment) 251.31 128.72
Amount available for appropriation 336.54 273.27
Appropriations -
Transfer to:
General Reserve 5.00 11.00
Proposed Dividend on Equity Shares 7.05 9.37
Tax on Dividend Distribution 1.20 1.59
Balance carried forward to
Balance Sheet 323.29 251.31
FY 09 has been one of the toughest years in recent times for your
Company, attributable to unprecedented rise in input cost and dipping
business sentiments. Nevertheless, during the year your Company
achieved an overall 12% revenue growth, significantly expanded Hindi
readership and steered the Business newspaper Mint to emerge as the
No.2 Business daily and Fever 104 FM Radio business close to
break-even.
During the year under review, a Scheme of Arrangement and Restructuring
under Sections 391 to 394 read with Sections 100 to 104 of the
Companies Act, 1956 between your Company and HT Music and Entertainment
Company Limited (HTME), a subsidiary Company (the "Scheme") was
sanctioned by the Honble Delhi High Court in terms of the Order passed
on 19th March, 2009. The Scheme, inter alia, provides for demerger of
Radio Business of HTME and transfer and vesting thereof into your
Company w.e.f. 1s January, 2009 (Appointed Date). Upon effectiveness
of the Scheme, the financial results of FY 09 also include the results
from operations of the Radio business of HTME for the three-month
period ended on 31st March, 2009.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Re. 0.30 per
Equity Share of Rs. 21- each i.e. 15% (previous year @ Re. 0.40 per
Equity Share of Rs. 2/- each i.e. 20%), for the financial year ended on
31st March, 2009 and seek your approval for the same.
The proposed dividend payment, including Corporate Dividend
Distribution Tax would entail an outflow of Rs. 8.25 Crore (previous
year Rs. 10.96 Crore).
RE-CLASSIFICATION OF SHARE CAPrTAL AND ISSUE OF FRESH EQUITY SHARES
During the year under review, the Authorised Share Capital of your
Company of Rs. 72.50 Crore divided into 26,25,00,000 Equity Shares of
Rs. 21- each and 20,00,000 Preference Shares of Rs. 100/- each was
re-classified into 36,25,00,000 Equity Shares of Rs. 21- each, by way
of a Postal Ballot process.
Pursuant to a Scheme of Arrangement and Demerger under Section 391 of
the Companies Act, 1956 between your Com- pany and Go4i.com (India)
Private Limited (GIPL), sanctioned by the Honble Delhi High Court on
13th September 2007, 22,600 Equity Shares of Rs. 21- each of your
Company were allotted to the shareholders of GIPL during the year under
review. These shares were admitted for listing on the Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Limited
(NSE) on 24,h October, 2008 and 27th October, 2008, respectively.
SCHEME OF ARRANGEMENT AND RESTRUCTURING
In terms of the Scheme of Arrangement and Restructuring between your
Company and HT Music and Entertainment Com- pany Limited (HTME),
sanctioned by the Honble Delhi High Court on 19th March, 2009,
7,69,230 Equity Shares of Rs. 21- each of your Company are to be issued
to a shareholder of HTME namely, The Hindustan Times Limited (Holding
Company).
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion and Analysis, which
forms part of the Annual Report.
BORROWINGS & DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on the loans availed.
Your Company tied up External Commercial Borrowing upto US $ 17.5 Mn.
to part finance capital expenditure for expansion of Mumbai operations,
out of which US $ 15.47 Mn. was drawn during the year under review.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed pursuant to Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 is appearing in
Annexure - A.
DEPOSTTS
Your Company has not accepted or invited any deposit(s) during the
year.
JOINT VENTURE COMPANY
1. Metropolitan Media Company Private Limited (MMCPL)
MMCPL, the 50:50 Joint Venture between your Company and Bennett Coleman
& Co. Limited, discontinued the publica- tion of its daily English
morning tabloid METRO NOW", in view of its not being able to generate
the desired levels of advertisement revenue despite being accepted well
by the readers; and increase in newsprint prices. Towards explor- ing
alternative viable business models, MMCPL decided to bring out
hyper-local tabloids in the NCR region; and the first such weekly
hyper-local has been launched in Gurgaon, which is fast gaining
recognition amongst the readers and advertisers. During the year under
review, MMCPL incurred a loss of Rs. 31.29 Crore.
2. HT Burda Media Limited (HT Burda)
HT Burda is a 51:49 Joint Venture between your Company and Burda Druck
GmbH, Germany, a world- renowned leader in printing technology. This
company has been incorporated as a subsidiary of your Company during
the year under review, for undertaking third party printing by
Rotogravure technology and pre-press work. The construction of a
state-of-the-art printing facility at Greater Noida (UP.) is under full
swing, and the same is likely to be operational by December, 2009.
During the period ended on 31st March, 2009, HT Burda posted a loss of
Rs. 4.76 Crore.
SUBSIDIARY COMPANIES
A brief of the activities under the subsidiary companies, during the
year under review is as follows:
The name of Searchlight Publishing House Limited was changed to
"Hindustan Media Ventures Limited"
HT Burda was incorporated as a subsidiary of your Company for
undertaking third party printing and pre-press work
The name of Hindustan Media Limited was changed to "HT Digital Media
Holdings Limited" (HT Digital)
As part of a business restructuring exercise, the investment of your
Company in the Equity Share Capital of Firefly e- Ventures Limited
(Firefly) was transferred to HT Digital, a wholly-owned subsidiary
company. As a result thereof, Firefly is now a subsidiary company of HT
Digital
HT Mobile Solutions Limited (HT Mobile) was incorporated as a
subsidiary of HT Digital for undertaking mobile marketing solutions. HT
Mobile is a 65:35 Joint Venture between HT Digital and VELTI PLC, a
company incorporated in UK and a world-renowned leader in mobile
marketing and mobile advertising technologies.
As at 31st March, 2009, your Company had the following subsidiary
companies:
Hindustan Media Ventures Limited [HMVL] (formerly Searchlight
Publishing House Limited)
- HT Music and Entertainment Company Limited [HT Music;]
- HT Burda Media Limited
HT Digital Media Holdings Limited (formerly Hindustan Media Limited)
Firefly e-Ventures Limited (subsidiary u/s 4(1 )(c) of tht= Companies
Act, 1956 being subsidiary of HT Digital)
HT Mobile Solutions Limited (subsidiary u/s 4(1 )(c) of the Companies
Act, 1956 being subsidiary of HT Digital)
The Company has received approval of the Ministry of Corporate Affairs,
Government of India under Section 212(8) of the Companies Act, 1956,
vide letter bearing no. 47/253/2009 - CL - III dated 14th May, 2009,
granting exemption from attaching with the Annual Report of the Company
for the financial year ended on 31st March, 2009, copies of Balance
Sheet etc. of the aforesaid subsidiaries. The Company will make
available and facilitate inspection at the Registered Office, the
annual accounts of subsidiaries and the related information to the
investors of the Company and the subsidiaries seeking informa- tion and
inspection.
DIRECTORS
The year 2008 has left us with an irreparable loss of our illustrious
Chairman Dr. K.K. Birla, who passed away on 30* August, 2008. Words
fall short to describe the personality c>f Dr. Birla, a great
nation-builder, philanthropist and patriot. We inherit from him, the
legacy of Hindustan Times, which was nurtured under his leadership.
We will, forever, remain deeply indebted to Dr. Birla for his
invaluable contribution to the growth and development of the Company.
With fond remembrance and sincere commitment to his values, we offer
our humble tribute to Dr. Birla. Consequent upon his demise, Smt.
Shobhana Bhartia took over as the Chairperson & Editorial Director
w.e.f. 18ln September, 2008.
During the year under review, Shri Ajay Relan, an Independent Director,
tendered his resignation from the Board of Directors of the Company
w.e.f. 19th September, 2008. The Board places on record its sincere
appreciation for the valuable services rendered by Shri Ajay Relan
during his tenure on the Board of Directors of the Company. Further,
consequent upon the resignation of Shri Relan, the Audit Committee was
re-constituted by induction of Shri Y.C. Deveshwar in his place.
HPC (Mauritius) Limited vide letter dated 31st July, 2008 withdrew the
nomination of Shri Roger Greville, from the Board of Directors of your
Company. Accordingly, Shri Roger Greville tendered his resignation from
the Board on 31st July, 2008. However, in view of the rich and varied
experience of Shri Roger Greville, he was inducted on the Board as an
Independent Additional Director w.e.f. 13th August, 2008. In terms of
the; applicable provisions of the Companies Act, 1956, Shri Roger
Greville holds office till the ensuing Annual General Meeting. As
required under Section 257 of the Companies Act, 1956, the Company has
received a notice alongwith requisite deposit from a member proposing
the candidature of Shri Roger Greville for appointment as Director of
the Company liable to retire by rotation.
Shri Shamit Bhartia and Shri N.K. Singh, Directors retire from office
by rotation at the ensuing Annual General Meeting and being eligible,
have offered themselves for re-appointment. A brief resume, expertise
and other directorships and committee memberships held by the above
Directors, form part of Notice convening 7,n Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of Accounting Standard AS-21 and AS-27 issued by the Institute
of Chartered Accountants of India (ICAI); the Consolidated Financial
Statements presented by the Company alongwith the Annual Report include
the financial information of subsidiaries namely HMVL, HT Music, HT
Digital, HT Burda and Firefly alongwith proportionate interest of your
Company in MMCPL
AUDITORS
The notes to accounts appearing in Schedule 22 of the Standalone
Financial Statements read with the Auditors Report are
self-explanatory and therefore, do not call for any further comments
under Section 217(3) of the Companies Act, 1956.
The Board of Directors have also taken note of the qualification made
by the Auditors on the Accounts of subsidiary com- pany viz. Firefly
and Joint Venture Company viz., MMCPL, regarding Deferred Tax Assets;
and also the response of the management thereto appearing in Note no.
12 of Schedule 25 of the Consolidated Financial Statements, which is
self ex- planatory.
The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co.,
Chartered Accountants, New Delhi, are due to retire at the ensuing
Annual General Meeting and being eligible, have offered themselves for
re-appointment. In terms of the requirements under Section 224 (1B) of
the Companies Act, 1956, the retiring Auditors have given a certificate
regarding their eligibility for re-appointment as Auditors of the
Company.
POSTAL BALLOT
During the year under review, the members of the Company have approved
by way of Postal Ballot process with over- whelming majority, results
whereof were declared on 11th July, 2008, the following - (a) mortgage,
hypothecation and/or otherwise charge immovable/movable properties of
the Company in favour of banks/financial institutions/trustees for
deben- ture-holders etc. for securing term loan and other financial
facilities; (b) re-classification of Authorized Share Capital and
consequent alteration in the Capital Clause of Memorandum of
Association of the Company; (c) Alteration in the Objects Clause of
Memorandum of Association of the Company; and (d) Alteration in the
Articles of Association of the Company.
CORPORATE GOVERNANCE
Your Company is compliant with all the mandatory requirements of Clause
49 of the Listing Agreement of Stock Exchanges on Corporate
Governance. The Report on Corporate Governance forms part of the
Annual Report. The certificate issued by a Company
Secretary-in-Practice in terms of the requirements of the Listing
Agreement is annexed as Annexure - B.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, is annexed to this Report as Annexure - C.
The particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 and the rules thereunder are annexed to this Report
as Annexure - D. However, pursuant to the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being
sent to all the shareholders of the Company without the above
information. Any shareholder interested in obtaining such particulars
may write to the Company Secretary at the Registered Office address of
the Company.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors report that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended on 31st March,
2009 and of the profit of the Company for the year ended on 31s March,
2009;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the Directors have prepared the annual accounts on a going concern
basis.
AWARDS AND ACCOLADES
During the year under review, your Company was the proud recipient of
the following honours, amongst others:
- Noida plant won the Award for Mint Brand in IFRA Publish Asia: Best
in Print Awards
- Greater Noida plant continuing its superiority in international
quality domain, won an Award for Hindustan Times Brand in IFRA Publish
Asia: Best in Print Awards
Asia Media Award for newspapers and magazines in the Asia Pacific and
Middle East:
- Mint - Gold Award for best in newspaper special section
- Hindustan Times, Mumbai - best in photojournalism
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
assistance and co-operation extended by all stakeholders including
Banks, Ministry of Information & Broadcasting and other Government
authorities, Customers, Suppliers and Share- holders.
Your Directors also place on record their deep appreciation of the
committed services of the executives, staff and workers of your
Company.
For and on behalf of the Board
SHOBHANA BHARTIA
Chairperson & Editorial Director
Place: New Delhi
Date: 18th May, 2009