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Notes to Accounts of Hindustan Media Ventures Ltd.

Mar 31, 2017

1. Significant accounting judgments, estimates & assumptions

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or judgements are below: Property, Plant and Equipment

The Company, based on technical assessment and management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21.06 years. These useful lives are higher than those indicated in Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Intangible asset - “Hindi Hindustan” Brand

In the previous year ended March 31, 2016, the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks) from its parent company, HT Media Limited. Management is of the

opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the trademark is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Contingent Liability and commitments

The Company is involved in various litigations. The management of the Company has used its judgment while determining the litigations outcome of which are considered probable and in respect of which provision needs to be created.

Assessment of lease contracts

Significant judgment is required to apply lease accounting rules under Appendix C to Ind-AS 17: determining whether an Arrangement contains a Lease. In assessing the applicability to arrangements entered into by the Company, management has exercised judgment to evaluate the right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude whether the arrangements meet the criteria under Appendix C to Ind-AS 17.

Fair value measurements

When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Further details on taxes are disclosed in Note 14.

Share Based Payment

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 32.

Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 31.

For Investment Property existing as on April 1, 2015 i.e its date of transition to Ind-AS, the company has used Indian GAAP carrying value as deemed costs.

As at March 31, 2017, March 31, 2016 and April 1, 2015 the fair values of the properties are Rs, 633.00 lacs, Rs, 296.00 lacs and Rs, 36.00 lacs respectively. These valuations are based on valuations performed by an accredited independent valuer. They are specialist in valuing these types of investment properties. A valuation model in accordance with Ind-AS 113 has been applied.

The company has no restrictions on the reliability of its investment properties and there exists contractual obligations of Rs, 19.13 lacs (March 31, 2016 Rs, 12.70 lacs and April 1, 2015-NIL) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

The valuation has been determined basis current prices for similar properties in an active market (Level II) . However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation.

I) In the year ended March 31, 2016; the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks from its parent company HT Media Limited. Management is of the opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the Brand is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.

The management is of the view that Brand does not have a finite life cycle and accordingly the Brand has been determined to have an indefinite useful life and is not amortized . The Company tests the intangible asset annually for impairment or more frequently if there are indications that intangible asset might be impaired.

The calculations of value in use are most sensitive to the following assumptions:

a. Weighted Average Cost of Capital (WACC) of 14.05%.

b. For arriving at the terminal value, management has considered a growth rate of 3%.

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

During the year ended March 31, 2017 and March 31, 2016, the company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution Tax to the taxation authorities. The company believes that Dividend Distribution Tax represents additional payment to taxation authority on behalf of the shareholders. Hence Dividend Distribution Tax paid is charged to equity.

Note I- Buyer’s credit from Yes Bank (Secured)

Outstanding Buyer’s Credit loan from Yes Bank (Secured) was drawn in various tranches from December 14, 2016 till March 7, 2017 @ average Interest Rate of 2.56% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from September 8, 2017 till November 30, 2017. This facility is secured by first Pari Passu charge on all current assets (both present & future).

Note II- Buyer’s credit from Citi Bank (Unsecured)

Outstanding Buyer’s Credit loan from Citi Bank (Unsecured) was drawn in various tranches from July 9, 2015 till January 4, 2016 @ average Interest Rate of 1.37% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from April 4, 2016 till September 30, 2016.

Note III- Buyer’s credit from DBS Bank (Unsecured)

Outstanding Buyer’s Credit loan from DBS Bank (Unsecured) was drawn in various tranches from September 7, 2016 till February 21, 2017 @ average Interest Rate of 2.32% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from June 2, 2017 till November 17, 2017.

Note IV- Buyer’s credit from Deutsche Bank (Unsecured)

Outstanding Buyer’s Credit loan from Deutsche Bank (Unsecured) was drawn in various tranches from January 14, 2016 till March 15, 2016 @ average Interest Rate of 1.74% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from July 12, 2016 till September 9, 2016.

Note V- Vendor financing from Citi Bank (Unsecured)

Outstanding Vendor Financing loan from Citi Bank (Unsecured) was drawn in various tranches from January 6, 2015 till March 23, 2015 @ average Interest Rate of 9.67% p.a. and are due for repayment respective due dates starting from April 6, 2015 till June 20, 2015.

Note VI- Vendor financing from BNP Paribas Bank (Unsecured)

Outstanding Vendor Financing loan from BNP Paribas Bank (Unsecured) was drawn in various tranches from January 9, 2015 till March 31, 2015 @ average Interest Rate of 9.67% p.a. and are due for repayment respective due dates starting from April 7, 2015 till June 24, 2015.

Note VII- Vendor financing from Deutsche Bank (Unsecured)

Outstanding Vendor Financing loan from Deutsche Bank (Unsecured) was drawn in various tranches from January 9, 2015 till March 31, 2015 @ average Interest Rate of 9.68% p.a. and are due for repayment respective due dates starting from April 9, 2015 till August 8, 2015.

Loan covenants

The company has complied with all the loan covenants

Terms and conditions of the above financial liabilities:

- Trade payables are non-interest bearing and are normally settled in the range of 1 to 180 days terms. For explanations on the company’s credit risk management processes, refer to Note 38.

Foreign exchange forward contracts

While the company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of foreign currency bonds, borrowings and payables. These contracts are not designated in hedge relationships and are measured at fair value through profit and loss.

NOTE 28 : EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

* Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognized as a liability (including Dividend Distribution Tax thereon) as at March 31.

NOTE 2 : TRANSFER OF MULTI-MEDIA CONTENT MANAGEMENT UNDERTAKING OF THE COMPANY (‘MMCM UNDERTAKING’) TO HT DIGITAL STREAMS LIMITED

The Board of Directors of the Company at its meetings held on October 26, 2015 and November 19, 2015, on the recommendation of the Audit Committee, had approved the transfer and vesting of the Multi-media Content Management Undertaking of the Company (‘MMCM Undertaking’) to and in HT Digital Streams Limited ( HTDSL), as a ‘going concern’ on a slump exchange basis by way of issue of fully-paid up equity shares of the Transferee Company, to the Company.

The Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 between the Company and HTDSL and their respective shareholders & creditors for transfer and vesting of the Multi-media Content Management Undertaking of the Company (‘MMCM Undertaking’) to and in HTDSL, as going concern on slump exchange basis, with effect from closing hours of March 31, 2016 (‘Appointed Date’) (‘the Scheme’), was sanctioned by the Hon’ble High Court of Judicature at Patna, in terms of the judgments dated November 24, 2016 and order dated December 19, 2016. Consequent upon filing of the judgments/order passed by the Hon’ble High Court with the Registrar of Companies, Bihar, the Scheme became effective from December 31, 2016 (closing hours) (‘Effective Date’).

The financial impact of the Scheme was considered in financial statement for the year ended March 31, 2017 as summarized below:

a) HTDSL allotted its 85,87,896 Equity Shares of Rs, 10/each to the Company, which has been recorded as investment in HTDSL at a fair value of Rs, 7,450 lacs. Accordingly, the Company now holds 42.83% of equity share capital of HTDSL.

b) An amount of Rs, 7,727.37 lacs, being difference of purchase consideration (Rs, 7,450.00 lacs) and Book Value of Net Assets (Rs, 277.37 lacs (negative)) transferred to HTDSL, was recorded as Capital Reserve in the books of the Company. The Company has followed the applicable Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles as on the Appointed Date in accordance with the scheme approved by Hon’ble High Court. This is not similar to the accounting as per applicable Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued there under .However, this was in compliance with Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles as applicable when the scheme was filed before with Hon’ble High Court and as on the Appointed Date i.e March 31, 2016.

c) The revenues earned and expenses incurred for the period i.e. from the Appointed Date to the Effective Date were transferred to HTDSL on the effective date. Therefore, the financial statements for the year ended March 31, 2017 do not include any revenue, expenses, assets and liabilities of MMCM Undertaking

However, the Statement of Profit and Loss for year ended March 31, 2016 included expenses relatable to MMCM Undertaking of '' 4270.00 lacs (net of tax '' 2,792.24 lacs). Accordingly, the Statement of Profit and Loss for year ended March 31, 2017 are not comparable with corresponding Statement of Profit and Loss for year of previous year ended March 31, 2016.

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

The following tables summaries the components of net benefit expense recognized in the Statement of Profit or Loss and the funded status and amounts recognized in the balance sheet for the respective plans:

Gratuity Plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2017 :

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Rs, NIL (March 31, 2016: Rs, NIL)

III. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below: Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs, 10 each per option.

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

The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Rs, NIL (March 31, 2016: Rs, NIL)

NOTE 3 : COMMITMENTS AND CONTINGENCIES

(a) Leases

Operating lease commitments - Company as lessee

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

The company has paid Rs, 642.63 lacs (March 31, 2016: Rs, 968.83 lacs) during the year towards minimum lease payment and infrastructure charges and the same is disclosed as Rent under Note 26.

B. During the current year, the management has received several claims substantially from employees in UP, Jharkhand and Bihar who are either retired or separated from the Company regarding the benefits of Majithia Wage Board recommendations. However, all such claims/ recovery order(s) issued by ALC/ DLC office are generally either stayed by the respective Hon’ble High Court(s) or are pending before ALC/ DLC.

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31, 2017.

NOTE 4 : RELATED PARTY TRANSACTIONS

i) List of Related Parties and Relationships:-

Name of related parties where control exists whether HT Media Limited (Holding Company) fransacflons twe occ^ed oi- not The Hindustan Times Limited #

Earthstone Holding (Two) Limited ##

Fellow subsidiaries (with whom transactions have Firefly e-Ventures Limited

occured during the year) HT Mobile Solutions Limited

HT Overseas Pte. Ltd.

HT Learning Centers Limited

Associate/ Fellow subsidiary HT Digital Streams Limited (became Associate w.e.f December 31, 2016)

Joint Venture of group company India Education Services Private Limited

Entities which are post employment benefit plans (with HMVL Editorial Employees Gratuity Fund

whom transactions have occurred during the year) ~HMVL Non Editorial & Other Employees Gratuity Fund

Mr. Priyavrat Bhartia

Mr. Shamit Bhartia (appointed as MD of HMVL w.e.f February 4, 2017)

Mr. Ashwani Windlass ( Non-Executive Independent Director)

Key Management Personnel and their relatives (with

, , Mr. Piyush G Mankad ( Non-Executive Independent Director)

whom transactions have occurred during the year) ---1-----

Mr. Shardul S. Shroff ( Non-Executive Independent Director)

Dr. Mukesh Aghi ( Non-Executive Independent Director)

Mr. Benoy Roychowdhury (Whole time Director)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL’s subsidiary HT Media Limited holds shares in the Company.

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

ii) Transactions with related parties

Refer Note 34 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. . This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

iv) Transactions with key management personnel

Refer Note 34 A

NOTE 5 : SEGMENT INFORMATION

The Company’s operations comprise of only one segment i.e. “Printing and Publishing of Newspaper”. The management also reviews and measure the operating results taking the whole business as one segment and accordingly make decision about the resources allocation. In view of the same separate segment information is not required to be given as per the requirement of Ind 108 on “Operating Segments”

The analysis of geographical segment is based on the geographical location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

NOTE 6 : HEDGING ACTIVITIES AND DERIVATIVES

Derivatives not designated as hedging instruments

The company uses foreign exchange forward contracts, to manage its foreign currency exposures. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure with general tenure of 7 days to 60 months.

NOTE 7 : FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the company’s financial instruments:

The management assessed that cash and cash equivalents, trade receivables, trade payables, current borrowings other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The Company has investment in quoted mutual funds being valued at Net Asset value.

-The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market Valuation provided by Bank for valuation of these derivative contracts.

- The loans and investment in bonds are evaluated by the company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counter party. Based on this evaluation, allowances are taken into account for the expected losses.

NOTE 8 A : FAIR VALUE HIERARCHY

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

-Level 1: Quoted prices for identical instruments in an active market;

-Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and -Level 3: Inputs which are not based on observable market data.

There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2016-17 and 2015-16.

The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market provided by Bank for valuation of these derivative contracts.

NOTE 9 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the company’s operations and to support its operations. The company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The company also enters into foreign exchange derivative transactions.

The company is exposed to market risk, credit risk and liquidity risk. The company’s senior management oversees the mitigation of these risks. The company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the company’s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarized below:-

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2017 and March 31, 2016.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at March 31, 2017.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2017 and March 31, 2016.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company’s exposure to the risk of changes in market interest rates relates primarily to the company’s current debt obligations with fixed interest rates.

The Company manages its interest rate risk for short term borrowings by majorly raising funds at a fixed rate and for long term borrowing by selectively using Interest rate swaps, coupon only swap and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management as and when required.

Interest rate sensitivity

Since the Company’s financial liabilities are usually under the fixed rate, the interest rate sensitivity is not disclosed. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the company’s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option contracts. These transactions generally relates to purchase of imported newsprint, investment & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the underlying exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

Commodity price risk

The company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of newsprint and therefore require a continuous supply of newsprint. Due to the volatility of the price of the newsprint, the Company also entered into various purchase contracts.

The management of company has developed and enacted a risk management strategy regarding commodity price risk and its mitigation.

Commodity price sensitivity

The following table shows the effect of price changes in newsprint and ink:

Equity price risk

The company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the company’s senior management on a regular basis. The company’s Investment Commitee approves all equity investment decisions.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank overdrafts, Bank loans. Approximately 100% of the Company’s debt will mature in less than one year at March 31, 2017 (March 31, 2016: 100%, April 1, 2015: 100%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / bank limits for borrowing/ cash accrual from operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfil the collateral requirements for Borrowing. At March 31, 2017, March 31, 2016 and April 1, 2015, the invested values of the Investment in Mutual Funds pledged were Rs, 8,300.00 lacs, Rs, 7,800.00 lacs and Rs, 7,000.00 lacs, respectively. The counterparties have an obligation to return the securities to the company and the company has an obligation to repay the borrowing to the counterparties upon maturity/ due date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral. Securities except pledge given against outstanding Bank facilities details is provided in borrowing note.

NOTE 10 : CAPITAL MANAGEMENT

For the purpose of the company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the company’s capital management is to maximize the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The company monitors capital using a gearing ratio ,which is net debt divided by total capital and net debt. The company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

NOTE 11 : STANDARDS ISSUED BUT NOT YET EFFECTIVE

In March 2017, the Ministry of Corporate Affairs issued the company’s (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind-AS-7, ‘Statement of cash flows’ and Ind-AS 102, ‘Share- based payment’. These amendments are in accordance with the recent amendments made by International Accounting standards Board (IASB) to IAS 7, ‘Statement of cash flows’ and IFRS 2, ‘Share- based payment’ respectively. The amendments are applicable to the Company from April 1, 2017.

Amendment to Ind-AS 7:

The amendment to Ind-AS 7 required the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and noncash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure requirements. The effect on the financial statements is being evaluated by the Company.

Amendment to Ind-AS 102 :

The amendment to Ind-AS 102 provides specific guidance to measurement of cash settled awards, modification of cash settled awards and awards that include a net settlement feature in respect of withholding taxes.

It clarifies that the fair value of cash settled awards is determined on a basis consistent with that used for equity settled awards. Market based performance conditions and non- vesting conditions are reflected in the ‘fair values’, but non- market performance conditions and services vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash settled share based payment transaction are modified with the result that it becomes an equity settled share based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement. The effect on the financial statements is being evaluated by the Company.

NOTE 12 : CAPITALIZED EXPENDITURE

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

NOTE 13 : SPECIFIED BANK NOTES (SBN’s)

Ministry of Corporate Affairs issued an amendment to Schedule III of the Companies Act, 2013, regarding general instructions for preparation of Balance Sheet, to disclose the details of Specified Bank Notes (SBN) held and transacted during the period November 8, 2016 to December 30, 2016.

Explanation: For the purposes of this clause, the term ‘Specified Bank Notes’(SBN) shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the November 8, 2016.

The aforesaid disclosures of SBN’s have been compiled basis the bank confirmations and compilation of pay in slips. NOTE 44 : DETAILS OF CSR EXPENDITURE

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

(a) Gross amount required to be spent by the Company during the year is '' 395.00 lacs (Previous Year '' 304.00 lacs).

* Included in Donations/ Contribution expenses ** Included in Advertisement and sales promotion expenses

NOTE 14: FIRST-TIME ADOPTION OF IND-AS

1 These financial statements, for the year ended March 31, 2017, are the first the company has prepared in accordance with Ind-AS. For periods up to and including the year ended March 31, 2016, the company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the company has prepared financial statements which comply with Ind-AS applicable for periods ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the company’s opening balance sheet was prepared as at April 1, 2015, the company’s date of transition to Ind-AS. This note explains the principal adjustments made by the company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31, 2016.

2 Exemptions and exceptions availed

Set out below are the applicable Ind-AS 101 optional exemptions and mandatory exceptions applied in the transition from Indian GAAP to Ind- AS.

A Ind-AS optional exemptions

I Deemed Cost

- The company has elected to regard the carrying value of Property, Plant & Equipment and intangible assets as per Indian GAAP as its deemed cost at the date of the transition to Ind-AS. This exemption is also used for intangible assets covered by Ind-AS 38.

II Leases

The company has applied the transitional provision in Appendix C of Ind-AS 17 Determining whether an arrangement contains a Lease and has assessed all arrangements based upon the conditions in place as at the date of transition.

III Fair value measurement of financial assets and liabilities

Under Indian GAAP the financial assets and liabilities were being carried at the transaction value.

First-time adopters may apply Ind-AS 109 to day one gain or loss provisions prospectively to transactions occurring on or after the date of transition to Ind-AS. Therefore, unless a first-time adopter elects to apply Ind-AS 109 retrospectively to day one gain or loss transaction, transactions that occurred prior to the date of transition to Ind-AS do not need to be retrospectively restated.

IV Embedded Derivatives

The company has evaluated all its agreements on the basis of conditions that existed at the later of the date it first became a party to the contract and the date of reassessment.

V Business combinations

The Company has used the exemption under Ind-AS 101 at the date of transition to Ind-AS i.e., carrying amounts of assets and liabilities, that are required to be recognized under Ind-AS, is their deemed cost at the date of acquisition. After the date of acquisition, measurement is in accordance with the respective Ind-AS. The Company recognizes all assets and liabilities assumed in a past business combination.

VI Share Based Payment Transactions

The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options have been measured at intrinsic value .

B Ind-AS mandatory exemptions Estimates

a) The company’s estimates in accordance with Ind-AS at the date of transition to Ind-AS are consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies) apart from the following items where application of Indian GAAP did not require estimation :

- Impairment of financial assets based on expected credit loss model

The estimates used by the company to present these amounts in accordance with Ind-AS reflect conditions as at the transition date and as of March 31, 2016

b) Ind-AS 101 treats the information received after the date of transition to Ind-AS as non-adjusting events. The entity shall not reflect that new information in its opening Ind-AS Balance Sheet (unless the estimates need adjustment for any differences in accounting policies or there is objective evidence that the estimates were in error).

Footnotes to the reconciliation of equity as at April 1, 2015 and March 31, 2016 and profit or loss for the year ended March 31, 2016

1. Derivative instruments

The fair value of forward foreign exchange contracts is recognized under Ind-AS, and was not recognized under Indian GAAP. On the date of transition, impact of Rs, (-)20.09 lacs in opening retained earnings as at April 01, 2015 and Rs, (-)20.34 lacs on retained earnings as at March 31, 2016.

2. Proposed Dividend and tax thereon

Under Indian GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind-AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend of Rs, 1,060.01 lacs as at March 31, 2016 (April 1, 2015 - Rs, 1,060.01 lacs) included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

3. Remeasurements of post-employment benefit obligations

Both under Indian GAAP and Ind-AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus the employee benefit cost is reduced by Rs, 194.75 lacs with a tax impact of Rs, 73.70 lacs and remeasurement gains/ losses on defined benefit plans has been recognized in the OCI net of tax.

4. Agent Commission Paid

Under Indian GAAP, service charges paid on advertisement revenue is deducted from revenue. As per Ind-AS, the same has to be shown under other expenses. Hence service charges amounting to Rs, 247.86 lacs has been reclassified as an expense for the year ended March 31, 2016.

5. Extended credit given

As per Ind-AS if there is a significant lag between when the goods or services are provided and the consideration is received the time value of money should also be taken into account. That is, deferred payments might indicate that there is both a sale and a financing transaction. If there is a financing element it is necessary to discount the consideration to present value in order to arrive at fair value. On the date of transition, impact of Rs, (-)8.34 lacs in opening retained earnings as at April 01, 2015 and Rs, (-)22.80 lacs on retained earnings as at March 31, 2016.

6. Fair value of security deposit

Under Indian GAAP all the security deposits given to the less or are recorded at transaction value. Ind-AS 109 requires financial assets which are classified as amortized cost to be initially measured at fair value and subsequently at amortized cost using the effective interest method (EIR).

7. Straight lining of lease escalation

Indian GAAP mandate straight lining of lease escalation in case of non cancellable leases. Ind-AS 17 does not mandate straight-lining of lease escalation, if they are in line with the expected general inflation compensating the lessor for expected inflationary cost. On the date of transition, impact of Rs, 5.67 lacs in opening retained earnings as at April 01, 2015 and Rs, 9.45 lacs on retained earnings as at March 31, 2016.

8. Circulation Revenue - Gift cost recluses

As per Ind-AS, the gift cost is grouped under deduction from revenue and hence is netted off from circulation revenue. In Indian GAAP the gift cost was accounted for as advertisement and sales promotion expenses. This has resulted in decrease in circulation revenue for year March 31, 2016 by Rs, (-) 267.87 lacs and also reduction in advertisement and sales promotion expenses by the same amount.

9. Cash discount received

As per Ind-AS 1, cash discount received on before time payments were netted off from respective expenses resulting in decrease in expenses by Rs, 9.4 lacs and correspondingly decrease in other income for financial year ended March 31, 2016.

10. Deferred tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity. On the date of transition, the net impact on deferred tax liabilities is of Rs, 496.53 lacs (March 31, 2016: Rs, 813.40 lacs).

11. Fair Valuation of Equity Investments

Under the Indian GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind-AS, these investments are required to be measured at fair value. On the date of transition, impact of Rs, (-) 29.16 lacs in opening retained earnings as at April 01, 2015 and Rs, (-) 3.34 lacs on retained earnings as at March 31, 2016.

12. Statement of cash flows

The transition from Indian GAAP to Ind-AS has not had a material impact on the statement of cash flows.

13. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit to profit as per Ind-AS. Further, Indian GAAP profit is reconciled to total comprehensive income as per Ind-AS.


Mar 31, 2016

1. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are
governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The
said treatment is in accordance with the guiding principles enunciated in Accounting Standard -17on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic
environments with different risks and returns and hence, it has been considered as to be operating in a single geographical
segment.

2. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

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

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

3. LEASES

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs. 972.06 Lacs (Previous Year Rs. 941.19 Lacs) and are disclosed as Rent under
Note 25.

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

- Not later than one year is Rs. 51.62 Lacs (Previous Year Rs. 28.89 Lacs)

- Later than one year but not later than five years is Rs. 205.54 Lacs (Previous Year Rs. 115.52 Lacs)

- Later than five years is Rs. 224.51 Lacs (Previous Year Rs. 160.12 Lacs)

4. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

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

5. CSR EXPENDITURE

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

a) Gross amount required to be spent by the Company during the year is Rs. 304 Lacs (Previous Year Rs. 240 Lacs)

6. DISCONTINUING OPERATIONS

The Board of Directors of the Company at its meetings held on October 26, 2015 and November 19, 2015, on the recommendation of
the Audit Committee, had approved the transfer and vesting of the Multi-media Content Management Undertaking of the Company
(''MMCM Undertaking'') to and in HT Digital Streams Limited (Transferee Company), a wholly-owned subsidiary of HT Media Limited
(holding company), as a ''going concern'' on a slump exchange basis by way of issue of fully-paid up equity shares of the
Transferee Company, to the Company.

The proposed transfer of the MMCM Undertaking to Transferee Company shall be in terms of a Scheme of Arrangement u/s 391-394 of
the Companies Act, 1956 ("Scheme"). During the year, BSE and NSE have given their '' No Objection'' to the Scheme as per Clause
24(f) of the erstwhile Listing Agreement. Further, pursuant to the order of the Hon''ble Patna High Court, 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 has been filed by the Company with the Hon''ble Patna High Court, and same is pending for
hearing.

7. Previous Year''s figures have been regrouped /reclassified Wherever necessary to correspond with those of current year''s
classification.


Mar 31, 2015

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

HT Media Limited ("Holding Company") holds 74.30% of Equity Share Capital of the Company. The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan'' and ''Kadambani''.

2. Basis of preparation

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

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

3. Share capital

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March, 2015, the amount of per share dividend proposed as distribution to equity shareholders was Rs. 1.20 (Previous Year Rs. 1.20).

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

(b) Shares reserved for issue under options

For details of share reserved for issue under Employees Stock Option Plan (ESOP) of the Company, refer note 38.

4. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs. 26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs. 10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21,2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

b) Expenses aggregating to Rs. 1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs. 448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

5. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

6. Gratuity (Post Employment Benefit plan)

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

7. Names of Related Parties

Name of related parties where control exists whether transactions have occurred or not

HT Media Limited (Holding Company)

The Hindustan Times Limited #

Earthstone Holding (Two) Limited ##

Fellow Subsidiaries (with whom transactions have occurred during the year)

Firefly e-Ventures Limited

HT Mobile Solutions Limited

HT Overseas Pte. Ltd.

HT Learning Centers Limited

Topmovies Entertainment Limited

Key Management Personnel and their relatives (with whom Benoy Roychowdhury (Whole time Director) transactions have occurred during the year)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

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

8. Leases

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs. 941.19 Lacs (Previous Year Rs. 908.96 Lacs) and are disclosed as Rent under Note 25.

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

* Not later than one year is Rs. 28.89 Lacs (Previous Year Rs. 28.88 Lacs);

* Later than one year but not later than five years is Rs. 115.52 Lacs (Previous Year Rs. 115.52 Lacs);

* Later than five years is Rs. 160.12 Lacs (Previous Year Rs. 189.00 Lacs).

9. Contingent Liability and other Commitment

a) Claims against company not acknowledged as debts

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

a) The Company has filed a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs. 73.37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 12.50 lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. 73.37 73.37

b) The Company has filed a petition before the Hon''ble Patna High Court against the demand of Rs. 10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress inthe matter during the year. 10.07 10.07

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31,2015

(b) Capital Commitment

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

Estimated amount of contracts remaining to be executed on capital account and not 2,112.52 418.88 provided for (net of capital advances)

10. Share Based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

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

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs. 10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs. 10 each per option.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

11. CSR Expenditure:

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

a) Gross amount required to be spent by the Company during the year is Rs. 240 lacs

12. Previous Year''s figures have been regrouped /reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2014

1. a) The Company had fled a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs10 each were allotted for cash at a premium of Rs156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2014, against the balance of IPO funds of Rs523.03 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs326.20 Lacs (Previous Year Rs2,131.82 Lacs). The difference being a shortfall of Rs196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs326.20 Lacs as on March 31, 2014 (Previous Year Rs2,131.82 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

2. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard – 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

3. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a Defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

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

Amount recognized in the Statement of Profit and Loss

The estimates of future salary increases, considered in actuarial valuation, take account of infation, seniority, promotion and other relevant factors on long term basis.

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

4. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have HT Media Limited (Holding Company) occurred or not. The Hindustan Times Limited (Ultimate Holding Company)#

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

HT Music and Entertainment Company Limited

Firefy e-Ventures Limited

HT Digital Media Holdings Limited

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

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Ltd.

HT Global Education

Ed World Private Limited (formerly Peacock Education

Services Private Ltd).

Ivy Talent India Private Limited

Topmovies Entertainment Limited (w.e.f. May 24, 2013)

Companies where common control exists by the ultimate parent company and the holding company. (whether transactions with them have occurred or not)

Paxton Trexim Private Limited India Education Service Private Limited MyParichay Services Private Limited Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

5. LEASES

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs908.96 Lacs (Previous Year Rs802.94 Lacs) and are disclosed as Rent under Note 25.

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

- Not later than one year is Rs28.88 Lacs (Previous Year Rs6.73 Lacs);

- Later than one year but not later than five years is Rs115.52 Lacs (Previous Year Rs5.50 Lacs);

- Later than five years is Rs189.00 Lacs (Previous Year Rs91.77 Lacs).

6. CONTINGENT LIABILITY AND OTHER COMMITMENT

a) Claims against company not acknowledged as debts

(Rs in Lacs) Particulars As at As at 31 March 2014 31 March 2013

a) The Company has fled a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs73.37 Lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company Has furnished a bank guarantee 73.37 73.37 amounting to Rs12.50 Lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There isno further progress in the matter during the year.

b) The Company has fled a petition before the Hon''ble Patna High Court against the demand of Rs10.07 Lacs (including interest) 10.07 10.07 for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year.

Based on management assessment and current status of the above matters, the management is confdent that no provision is required in the financial statements as on March 31, 2014

7. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

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

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies – Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs10/- each of the Company for the purpose of granting Options under the ''HT Group Companies –Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

As no stock options have been granted during the current year and Previous Year, the disclosures regarding estimated fair value are not provided.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.01 Lacs (Previous Year Rs0.88 Lacs).

II. The Group company, Firefy e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefy e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs10 each per option.

B. Details of stock options existing during the year ended March 31, 2014 are as given below:

Weighted average fair value of the options outstanding is Rs4.82 per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.36 Lacs (credit) (Previous Year Rs0.69 Lacs). However, these have not been charged back to the Company by the Group company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS –Plan A (Plan A), HT ESOS – Plan B (Plan B) and HT ESOS – Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

The details of exercise price for stock options outstanding at the end of the year ended March 31, 2014 are as below:

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

Weighted average fair value of the options outstanding is:

- Plan A – Rs53.03

- Plan C – Rs68.90

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs1.56 Lacs (credit) which will result into Profit of Rs1.56 Lacs (Previous Year gain of Rs4.58 Lacs).

Had the fair value method been used to account for these costs by the Company for various options granted to it''s employees under all the above schemes , the Profit would have been higher by Rs1.91 Lacs ( Previous Year higher by Rs3.01 Lacs) and adjusted and diluted EPS would have been Rs15.15 (Previous Year- Rs11.52)

8. In order to achieve minimum 25% public shareholding in the Company as set out in second proviso to Rule 19(2)(b)(ii) of the Securities Contracts (Regulations) Rules, 1957, during the current year, HT Media Limited (Promoter) sold 19,39,027 equity shares of the Company (2.64%) in the secondary market, by way of ''Offer for Sale of Shares through the Stock Exchange Mechanism''.

9. Previous Year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2013

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913 . Its shares are Listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan and Kadambani''.

2. Basis of preparation

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

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

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and |harkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2013, against the balance of IPO funds of Rs.2,328.65 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,131.82 Lacs (Previous Year Rs.2,580.67 Lacs). The difference being a shortfall of Rs. 196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,131.82 Lacs as on 31 March, 2013 (Previous Year Rs.2,580.67 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs.1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 Lacs) have been written-off in an earlier year against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the company has formed a Gratuity Trust to which the contributions are made based on actuarial valuation done by independent valuer.

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

6. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have occurred or not.

HT Media Limited (Holding Company)

The Hindustan Times Limited (Ultimate Holding Company)

Fellow Subsidiaries

(whether transactions with them have occurred or not)

HT Music and Entertainment Company Limited

Firefly e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Limited

HT Global Education

Ed World Private Limited, formerly Peacock Education Services Private Ltd. Ivy Talent India Private Limited (w.e.f. Nov 9, 2012)

Companies where common control exists by the ultimate parent company and the holding company.

(whether transactions with them have occurred or not)

Paxton Trexim Private Limited

India Education Services Private Limited

My Parichay Services Private Limited

Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

7. LEASES

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs.802.94 Lacs (Previous Year Rs.721.42 Lacs) and are disclosed as Rent under Note 25.

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

- Not later than one year is Rs.6.73 Lacs (Previous Year Rs.14.78 Lacs);

- Later than one year but not later than five years is Rs.5.50 Lacs (Previous Year Rs.71.56 Lacs);

- Later than five years is Rs.91.77 Lacs (Previous Year Rs.89.41 Lacs).

8. Based on the information available with the Company, following a re the disclosures required under The Micro, Small and M edium Enterprises Development Act, 2006 (MSMED Act, 2006)

9. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

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

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.0.88 Lacs (Previous Year Rs.9.54 Lacs).

II. The Group company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option.

10. Previous year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.


Mar 31, 2012

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL" or "the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing 'Hindustan', a Hindi Daily, and two monthly Hindi magazines 'Nandan and Kadambani'.

2. Basis of preparation

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

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

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend proposed as distributions to equity shareholders was Rs.1.20 (previous year Rs.1).

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

b) Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of the equity shares issued by the Company, shares held by its holding company and subsidiary of holding company are as below:

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs.156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2012, against the balance of IPO funds of Rs.2,777.49 lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,580.67 lacs (Previous year Rs.7,000.83 lacs). The difference being a shortfall of Rs.196.83 lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,580.67 lacs as on March 31, 2012, were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) As on March 31, 2011, expenses aggregating to Rs.1,596.82 lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 lacs) have been written-off against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on 'Segment Reporting'.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the parent company has formed a gratuity trust to which the contributions are made.

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

6. Leases

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs.721.42 lacs (Previous year Rs.695.99 lacs) and are disclosed as Rent under Note 25.

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

- Not later than one year is Rs.14.78 (Previous year Rs.0.84 lac);

- Later than one year but not later than five years is Rs.71.56 lacs (Previous year Rs.5.31 lacs);

- Later than five years is Rs.89.41 lacs (Previous year Rs.90.50 lacs).

7. Contingent Liability and other Commitment

a) Claims against Company not acknowledged as debts

(Rs.in lacs)

Particulars As at March As at March 31, 2012 31, 2010

a) The Company has filed a petition before the Hon'ble Patna 73.37 73.37 High Court against an initial claim for additional contribu- tion of Rs.73.37 lacs made by Employees State Insurance Cor- poration (ESIC) relating to the years 1989-90 to 1999-00.

The Company has furnished a bank guarantee amounting to Rs.12.50 lacs to ESIC and the Hon'ble High Court has stayed the matter. There is no further progress in the matter during last one year.

b) The Company has filed a petition before the Hon'ble Patna 10.07 10.07 High Court against the demand of Rs.10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon'ble Patna High Court has stayed the matter. There is no further progress in the matter during last one year.

There are few legal cases in relation to labor relations for which amount is not ascertainable at this point of time.

Based on management assessment and current status of the case, the management is confident that provision is not required to be provided for in the financial statement as on March 31, 2012

b) Bank guarantees issued by Company's bankers on behalf of a fellow subsidiary Nil (Previous year Rs.28.03 lacs)

8. Share-based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

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

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the 'HT Group Companies -Employee Stock Option Rules' ("HT ESOP"), to eligible employees of the group.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it's employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.9.54 lacs (Previous year Rs.7.24 lacs).

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.4.11 lacs (Previous Year Rs.3.43 lacs). However, these have not been charged back to the Company by the Group Company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent Company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent Company which were granted to them during their employment with the parent Company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

9. Previous year figures

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


Mar 31, 2011

1. Pursuant to Business Purchase Agreement dated November 16, 2009, executed with HT Media Limited (the Parent Company), the Company during the previous year, with effect from December 1, 2009 purchased the Hindi Business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) from the Parent Company, on slump sale and going concern basis for a lump sum consideration of Rs. 14,318.27 lacs comprising net fixed assets (including Capital work in progress and capital advances) of Rs. 12,534.26 lacs and net working capital of Rs. 1,784.01 lacs. The acquisition cost of the individual fixed assets was recognised based on the valuation carried out by an independent expert. As a result, Capital Reserve of Rs. 237.91 lacs being difference between the aggregate value of assets as per valuation report and consideration towards the fixed assets paid by the Company, was recognized in the previous year.

Due to above, the results for the current year are not strictly comparable with results of preceding financial year

2. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs. 26,999.99 lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs. 10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

b) Utilization of IPO funds:

The actual amount of unutilized IPO funds as on March 31, 2011 was Rs. 7,000.83 lacs. The difference being a shortfall of Rs. 196.83 lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs. 7,000.83 lacs as on March 31, 2011, were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs. 1,596.82 lacs incurred by the company in relation to said IPO activity (Share issue expenses) were accounted for as “Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs. 448.45 lacs) have been written-off against the securities premium received from the Initial Public Offer of the equity shares of the Company.

3. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard – 17 on Segment Reporting.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

4. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the parent company has formed a gratuity trust to which the contributions are made.

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

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to the improved stock market scenario.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors on long term basis.

The disclosure of the amount required by paragraph 120 (n) of AS-15 need not to be given as the Company has adopted the standard with effect from financial year 2008-2009.

5. Names of Related Parties

Name of related parties where control exists whether transactions HT Media Limited (Parent Company) have occurred or not The Hindustan Times Limited (Ultimate Parent Company)

Names of other related parties (whether transactions with them have occurred or not):

Fellow Subsidiaries (whether transactions with them have HT Music and Entertainment Company Limited occurred or not)

Firefly e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

HT Overseas Pte. Ltd.(w.e.f. September 20, 2010)

Shradhanjali Investment & Trading Co. Limited

HTL Investment and Trading Company Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centres Limited

Group companies where common control exists (whether Paxton Trexim Private Limited transactions with them have occurred or not) Metropolitan Media Company Private Limited

Key Management Personnel Shri S.M.Agarwal (Whole-time Director) (from 01.04.2009 to 22.02.2010)

Shri Benoy Roychowdhury (Whole-time Director) (w.e.f 23.02.2010)

10. Leases

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

Operating Lease (for assets taken on Lease):

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

b) Lease payments recognized for the year are Rs. 695.99 lacs (Previous year Rs. 214.97 lacs) and are disclosed as Rent under schedule 19.

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

- Not later than one year is Rs. 0.84 lac (Previous year Rs. 0.84 lac);

- Later than one year but not later than five years is Rs. 5.31 lacs (Previous year Rs. 5.07 lacs);

- Later than five years is Rs. 90.50 lacs (Previous year Rs. 91.59 lacs).

11. Contingent Liabilities not provided for

(a) Claim against company not acknowledged as debts:

(Rs. in lacs)

As at As at March 31, March 31, 2011 2010

The Company has filed a petition before the Honble 73.37 73.37 Patna High Court against an initial claim for additional contribution of Rs. 73.37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-2000. The Company has furnished a bank guarantee amounting to Rs. 12.50 lacs to ESIC and the Honble High Court has stayed the matter. There is no further progress in the matter during the year.

The Company has filed a petition before the Honble 10.07 10.07 Patna High Court against the demand of Rs. 10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Honble Patna High Court has stayed the matter. There is no further progress in the matter during the year.

Total 83.44 83.44

There are few legal cases in relation to labor relations for which amount is not ascertainable at this point of time.

On the basis of current status of individual cases and as per legal opinion taken by the Company, discussions with the solicitors, etc. the Company believes that there is fair chance of decisions in its favour in respect of the above cases and hence no provision is considered necessary against the same.

(b) Bank guarrantees issued by Companys bankers on behalf of a fellow subsidiary Rs. 28.03 lacs (Previous year Nil)

19. Share Based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for Employees Share-based Payments, which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company and there is no cross charge to the Company for obligation towards expenses. Accordingly, the Company is of the opinion that there is no further accounting required. However, to have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the Ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to “HT Group Companies – Employee Stock Option Trust" which in turn has purchased 37,338 Equity Shares of Rs. 10/- each of the Company for the purpose of granting Options under the HT Group Companies –Employee Stock Option Rules (“HT ESOP"), to eligible employees of the group. On these purchased shares, the trust has also received 238,964 shares out of the bonus shares issued by the Company on February 21, 2010.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs. 10 each per option

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs. 21.35 lacs (Previous year Rs. 2.30 lacs). However, these have not been charged back to the Company by the Group Company, hence not accounted for by the Company.

III.Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the Parent Company) have become employees of the Company on continued service basis under HT ESOS - Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of Parent Company which were granted to them during their employment with the Parent Company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time. Weighted average fair value of the options outstanding is:

-Plan A – Rs. 50.05

-Plan C – Rs. 68.90

Since no option has been exercised during the year, thus weighted average share price has not been disclosed.

The estimated fair value of each stock option granted on each date was made using the Black-Scholes option pricing model with the following assumptions:

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs. 29.88 lacs (Previous year Rs. 26.48 lacs). However, these have not been charged back to the Company by the Parent Company, hence not accounted for by the Company.

20. Prior Period item in the previous year represents provision for gratuity liability relating to earlier years to the extent of Rs. 99.19 lacs which has been recognized in the FY 2009-10.

21. During the previous year, the Company has amended its Capital Clause of Memorandum of Association, detailed as below:- - Amendment vide resolution dated September 29, 2009

Authorized Equity Share Capital of Rs. 1,700 lacs divided into 170 lacs number of equity shares of Rs. 10 each was converted into two class of shares namely – Class A" 150 lacs Equity Shares of Rs. 10 each and “Class B" 20 lacs Equity Shares of Rs. 10 each with differential voting rights as to voting and/or dividend.

22. Previous Year Comparatives

Previous year figures have been regrouped/ rearranged wherever considered necessary.


Mar 31, 2010

1. Nature of operations

Hindustan Media Ventures Limited ("HMVL or the Company*) Is a 98 85% subsidiary of HT Media Limited (Parent Company) Till Novomber 30. 2009. it was engaged in was business of porting of newspapers on behalf of its parent company.

With effect from December 1. 2009. the Company has purchased the *Hindi Business Undertaking* comprising of Hindustan, the Hindi Daily, Nandan and Kadambani. Hindi magazines on a slump sale basis from its parent company.

2. Pursuant to Business Purchase Agreement dated November 16.2009. executed with HT Media Limited (the Parent Company), the Company has with effect from December 1. 2009 purchased the Hindi Business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) from the Parent Company, on slump sale and going concern basis for a lump sum consideration of Rs.14,316.27 lacs comprising net fixed assets of Rs.12.534.26 lacs and net working capital of Rs 1,784.01 lacs. The acquisition cost of the individual fixed assets has been recognised based on the valuation carried out by an independent expert Accordingly a capital reserve of Rs 237.91 lacs has been recognised, being difference between the aggregate value of assets as per valuation report and consideraton towards the fixed assets paid by the Company,

3. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicats. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single primary segment. The said treatment is in accordance with the guiding principles. enunciated in Accounting Standard - 17 on Segment Reporting.

The Company setts its products mostly within India witn insignificant export income and does not have any operations in economic environments with different risks and returns, hence, it has been considered as operating in a single geographical segment.

4. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan, Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each compiled year of service. For the employees of erstwhile HMVL the scheme is funded with LIC in the form of a Group Gratuty policy. to which contributions a made based on actuarial valuation done by independent valuer and for the employees transferred to HMVL on account of business purchase the parent company has formed a gratuity trust to which contributions were made.

Following table summarizes the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sneet tor respective plans:

5. Names of Related Parties

Name of related parties where control exists HT Media Limited (Parent Company) whether transactions have occurred or not The Hindustan Times Limited (Ultimate Parent Company)

Follow Subsidiaries HT Music and Entertainment Company Limited (whether transactions with them have occurred Firefly e-Ventures Limited or not) HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

Shradhanjali investment & Trading Co. Limited

HTL Investment and Trading Company Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go41com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

(formerly Live Newscast Limited)

HT learning Centres Limited

Group companies where common control exists Paxion 7rexim Private Limited

(whether transactions with them have occurred or not TVML Limited

Metropolitan Media Company Private Limited

Duke Commerce Limited

Key Management Personnel Shri S. M. Agarwal (Whole-time Director) (from 1.04,2009 to 22.02.2010)

Shri Benoy Roychowdhury (Whole time Director) (from 23.02 2010)

6, Leases

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

Operating Lease (tor assets taken on Lease):

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

b) Lease payments recognized for the year are Rs 214.97 lacs (Previous year Rs 5.07 lacs) and are disclosed as Rent under schedule 19.

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

- Not later than one year is Rs. 26.89 lacs (Previous year Rs. Nil);

- Later than one year but not later than five years is Rs. 116.22 lacs (Previous year Rs. Nil):

- Later than five years is Rs. 336.90 lacs (Previous year Rs. Nil).

7. Contingent Liabilities not provided for

(Rs. in lacs)

As at As at

March 31, 2010 March 31. 2009

Claim against company not acknowledged as debts:

The Company has filed a petition before the Honble 73.37 73.37 Patna High Court against an initial claim for additional contribution of Rs.73 37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs 12 50 lacs to ESIC and the Honble High Court has stayed the matter.

The Company has Media petition before the Honble 10.07 - Patna High Court against the demand of Rs 10. 07 lacs (Including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Honble Patna High Court has stayed the matter.

Total 83.44 73.37

There are few legal cases in relation to labour relations for which amount is not ascertainable at ft* point or time.

On the basis of current status of individual cases and as per legal opinion taken by the Company, discussions with the solicitors. etc. the Company believes that there is lair chance of decisions m lbs favour in respect of above cases and hence no provision is considered necessary against the same.

8. Prior period item represents prevision for gratuity liability relating to earlier years to the extent of Rs. 99.19 lacs (Previous year - Rs. Nil) which has been recognised during the currant year

9 Previous year comparatives

The figures of previous year were audited by a firm of Chartered Accountants other than S.R. Batiblo & Co.

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


Mar 31, 2009

1. During the year ended March 31,2005, the Company acquired the printing undertaking at New Delhi from its holding company namely The Hindustan Times Limited (HTL).The writ petition filed by the ex -workmen of HTL challenging the transfer of business was quashed by the Honble Delhi High Court on May 9,2006. Thereafter, the ex-workmen of HTL raised the industrial dispute before Delhi Government, who referred the dispute to Industrial Tribunal-I, Karkardooma Courts, New Delhi (Tribunal). During the course of the proceedings before Tribunal, the ex-workmen moved application for interim relief. The Tribunal vide its order dated March 8,2007, granted interim relief to the ex-workmen of HTL to the extent of 50% of last drawn wages from the date of such order till the disposal of the matter

However, HTL challenged the said order before Honble Delhi High Court in a Writ Petition, wherein the Honble Court modified the order of the Tribunal to the extent that the amount equivalent to 50% so received by ex-workmen will be set off against their retrenchment compensation (not encashed by the above ex-workmen till date), in the event of HTL succeeding in the writ petition. The Honble Court further clarified that payment will be made only from date of the High Court order (i.e. March 23,2007) till the disposal of writ petition and it further stayed the order and proceedings pending before the Tribunal.

The said writ stands disposed of by Delhi High Court vide order dated 16.01.2009 by holding that it was agreed between the parties to make the payment to ex-workmen till the amount of their Retrenchment Compensation is exhausted. The stay on the proceedings before the Industrial Tribunal was also vacated by High Court and accordingly proceedings before the Industrial Tribunal has re-started.

2. Segment Information

Identification of Segments: Primary Segment

Business Segment

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

Secondary Segment

Geographical Segments

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

3. Merger of Radio business

The Board of Directors of the Company at its meeting held on November 28,2008 approved a Scheme of Arrangement and Restructuring u/s 391 -394 read with Sections 100-104 of the Companies Act, 1956 between the HT Music and Entertainment Company Limited ("Demerged Company") and the Company ("Resulting Company") (hereinafter referred to as "the Scheme").

The Scheme, inter-alia, provides for the following:

[A] Upon the Scheme coming into effect and with effect from Appointed Date-1 i.e. 30th September, 2008 (closing business hours).

I. Reduction of equity share capital of the Demerged Company, by reducing face value of equity shares from Rs. 10 to Re.1 by cancelling Rs.9 per equity share.

II. Reduction of preference share capital of the Demerged Company, by reducing face value of preference shares from Rs.100 to Rs.62 by cancelling Rs.38 per preference share.

III. The loss of Rs. 70,50,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by Resulting Company as contemplated in AI & AII above shall be adjusted against Securities Premium Account.

[B] Upon the Scheme coming into effect and with effect from Appointed Date-2 i.e. 1s January, 2009 (opening business hours):

I. Demerger of Radio Business of the Demerged Company and transfer and vesting thereof, as a going concern into the Company.

II. Reduction of issued, subscribed and paid up equity share capital of HT Music by Rs. 1,00,00,000 proportionately amongst the equity shareholders from Rs.2,00,00,000 divided into 2,00,00,000 equity shares of Re.1 each to Rs.1,00,00,000 divided into 1,00,00,000 equity shares of Re.1 each.

III. Cancellation of the entire issued, subscribed and paid-up Preference Share Capital of Rs.93,00,00,000.

IV. The loss of Rs.94,00,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by HT Media as contemplated in BII & B III above shall be adjusted against Securities Premium Account.

The Equity Shareholders, Secured and Unsecured Creditors of the Company, at their respective meetings held on 28th January, 2009 in terms of the Order made on 19th December, 2008 by the Honble Delhi High Court, approved the Scheme. Thereafter, the Scheme was sanctioned by the Honble Delhi High Court in terms of the Order passed on 19th March, 2009. Consequent upon approval of the Ministry of Information and Broadcasting for demerger of Radio Business of the Demerged Company and transfer and vesting thereof into the Company (as provided in the Scheme) vide its order no.212/ 30(11 )/2006-FM dated 15,h May,2009, the Scheme came into effect from 1st January, 2009.

In accordance with the provision of the Scheme outlined in Para A above, the loss of Rs. 70,50,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by the Company, has been adjusted against Securities Premium Account.

The loss on reduction of paid-up value of Equity Share Capital and Preference Share Capital of the Demerged Company held by the Company mentioned in Para B above, has also been adjusted against Securities Premium Account.

The application and reduction of the Securities Premium Account in two tranches as mentioned above, has been effected in terms of the Scheme and in accordance with the provisions of Sections 100 to 104 of the Companies Act, 1956, and as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the provisions of Section 101 of the Companies Act, 1956 are not applicable, However, the Order of the Honble Court sanctioning the Scheme is deemed to be an Order under Section 102 of the Companies Act, 1956 confirming reduction of capita/.

In terms of the Scheme of Arrangement and Demerger, 7,69,230 Equity Shares of Rs.2 each of the Company shall be allotted to the external shareholders of the Demerged Company against consideration of Radio business of the Demerged Company.

The assets and liabilities, rights and obligation of Radio business of the Demerged Company have been vested with the Company w.e.f. Jan 1,2009. The Scheme has, accordingly, been given effect to in these accounts. The amalgamation has been accounted for under the "Pooling of Interests Method" as per Scheme of Amalgamation. Accordingly, the assets and liabilities of the Radio business as at Jan 1,2009 have been taken over at cost.

The provision for tax for the current year has been computed after adjusting the carried forward business loss of Rs. . 12,378.28 lacs of the demerged undertaking.

One Time Entry Fees paid for acquiring licences for Radio business paid by the Demerged Company in earlier years is capitalized and amortized on straight line basis. The same shall be amortized against the credit balance of securities premium account over the useful life of the said licences or their unexpired period (whichever is lower) from date of Merger of Radio business as per the approved Scheme. Consequently amount of Rs.188.73 lacs has been debited to the Securities Premium Account in the current year.

9. The Company has till date, invested in Firefly e-Ventures Limited through its wholly owned subsidiary company HT Digital Media Holdings Limited (formerly Hindustan Media Limited), Rs. 5,500 lacs by way of Equity Share Capital. Firefly is engaged in the internet related business like Jobs, Social networking etc.

The aforesaid company has been presently incurring losses. The accumulated losses as at March 31,2009 are Rs.4,127.43 lacs. The Company, however, is of the view that the nature of business of the said company being such, the losses were expected in the initial years and the said company based on future projections prepared for next five years expects to generate sufficient income which will enable it to offset the entire amount of accumulated losses incurred upto date. In view of this on impairment vision is this investment

4. As approved by the shareholders at their Extra-ordinary General Meeting held on October 21,2005, during an earlier year, the Company has given interest-free loan of Rs. 2,174.28 lacs to HT Media Employee Welfare Trust which in turn purchased 4,68,044 Equity Shares of Rs. 10/- each of HT Media Limited (as on date equivalent to 23,40,220 Equity Shares of Rs. 21- each) from the open market [average cost per share - Rs. 92.91 based on Equity Share of Rs. 21- each], for the purpose of granting Options under the HTML Employee Stock Option Scheme (the Scheme), to eligible employees.

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

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

5. In terms of the Scheme of Arrangement and Demerger under Sections 391 -394 of the Companies Act, 1956 between the Company and Go4i.com (India) Private Limited (Go4i.com) and their respective shareholders and creditors effective July 1, 2006 (Appointed Date), the Company has, during the year allotted 22,600 Equity Shares of Rs.2/- each to the shareholders of Go4i.com on July 21,2008.

6. Gratuity (Post Employment Benefit plan)

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

The following table summarize the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sheet for respective plans:

7. Names of Related Parties

Parties having direct or indirect control over the Company (Holding Company)

The Hindustan Times Limited

Subsidiaries

Hindustan Media Ventures Limited (formerly known as

Searchlight Publishing House Limited)

HT Music and Entertainment Company Limited.

Firefly e- Ventures Limited

HT Digital Media Holdings Limited ( formerly known as

Hindustan Media Limited)

HT Burda Media Limited (w.e.f. 22.07.2008)

HT Mobile Solutions Limited (w.e.f. 19.02.2009)

Group companies where common control exists (Fellow Subsidiaries) and where transactions have taken place during the year

Go4i.com (India) Private Limited Paxton Trexim Private Limited

Joint Venture

Metropolitan Media Company Private Limited

Key Management Personnel

Smt. Shobhana Bhartia (Chairperson & Editorial Director), Mr. Shamit Bhartia (Whole time Director) Mr. Priyavrat Bhartia (Whole time Director)

Relatives of key management personnel

Late Dr. K.K.Birla (upto 30th August, 2008)

Enterprises owned or significantly influenced by Key Management Personnel or their relatives and where transactions have taken place during the year

The Hindustan Times Limited

HT Music and Entertainment Company Limited

Firefly e- Ventures Limited

8. Leases

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

Operating Lease (for assets taken on Lease)

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

(b) Lease payments recognized for the year are Rs. 2,227.36 lacs (Previous year Rs. 1,516.94 lacs) and are disclosed as Rent under schedule 18.

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

• Not later than one year is Rs. 998.84 lacs (Previous year Rs. 421.51 lacs);

• Later than one year but not later than five years is Rs. 2,411.25 lacs (Previous year Rs. 1188.81 lacs);

• Later than five years is Rs. 1921.76 lacs (Previous year Rs. 227.14 lacs).

(d) Sub- lease Income recognized in Profit and Loss account for the year are Rs. 53 lacs.(Previous year Rs. Nil)

9. Exceptional Items:

(a) Provision of Rs 852.50 lacs towards diminution in Long Terms Investments, as estimated by management based on valuation done by independent valuer.

(b) Provision of Rs 276.50 lacs towards diminution in value of advances paid for purchase of properties, as estimated by management based on quotations from independent property consultants.

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

10. Previous Year comparatives

Previous years figures have been regrouped / recasted where necessary to conform to this years classification.

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