Your Directors are pleased to present the fourteenth Annual Report together with theAudited Financial Statements for the financial year ended on March 31 2016.
FINANCIAL RESULTS (STANDALONE)
Your Companys performance during the financial year ended on March 31 2016 issummarised below:
(Rs in Crore)
|Particulars ||2015-16 ||2014-15 |
|Total Income ||1628.90 ||1574.75 |
|Earnings before interest tax depreciation amortisation and exceptional item ||226.79 ||248.19 |
|Add:Exceptional item ||21.04 ||(16.69) |
|Earnings before interest tax depreciation and amortisation (EBITDA) ||247.83 ||231.50 |
|Less: Depreciation and amortisation expense ||69.39 ||71.67 |
|Less: Finance costs ||51.38 ||36.03 |
|Profit before tax ||127.06 ||123.80 |
|Less: Tax Expense || || |
|Current Tax ||24.04 ||20.05 |
|Deferred Tax charge / (credit) ||(4.97) ||(9.91) |
|Profit for the year ||107.99 ||113.66 |
|Add:Balance as per last financial statements ||966.82 ||867.16 |
|Amount available for appropriation || || |
|Less: Appropriations - || || |
|Adjustment towards change in useful lives of assets as per Companies Act 2013 ||- ||4.00 |
|Proposed final equity dividend [Re. 0.40 per Equity Share ofRs 2/- each i.e. @ 20% ||9.31 ||9.31 |
|(Previous year Rs 0.40 per Equity Share of Rs 2/- each i.e. @ 20%)] || || |
|Tax on proposed equity dividend [Net of credit relating to previous year Rs 1.33 Crore ||0.56 ||0.78 |
|(Amount in previous year Rs 1.11 Crore) || || |
|Add: Appropriations- || || |
|Adjustments of accumulated surplus of HT Media Employee Welfare Trust ||0.09 ||0.09 |
|Net surplus in the Statement of Profit & Loss ||1065.03 ||966.82 |
Your Directors are pleased to recommend a dividend of
Rs 0.40 per Equity Share of Rs 2/- each i.e. @ 20% (previous year Rs 0.40 per EquityShare of Rs 2/- each i.e. @ 20%) for the financial year ended on March 31 2016; and seekyour approval for the same.
The proposed dividend payment including Corporate Dividend Distribution Tax wouldentail an outflow of Rs 11.21 Crore (previous year Rs11.21 Crore).
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of yourCompany for the year under review and future outlook is appearing in the ManagementDiscussion and Analysis which forms part of this Annual Report.
SCHEME OF ARRANGEMENT
With a view to create a separate entity focused on the emerging opportunities in thedigital media space your
Directors had approved a Scheme of Arrangement u/s 391-394 of the Companies Act 1956between the Company and HT Digital Streams Limited (wholly-owned subsidiary company) fortransfer and vesting of the Multimedia Content Management Undertaking of the Company toand in HT Digital Streams Limited as a going concern on a slump exchangebasis (Scheme). In the said connection pursuant to the order of theHonble High Court of Delhi meetings of equity shareholders secured creditors andunsecured creditors of the Company were convened wherein the Scheme was approved withrequisite majority. The petition seeking sanction of the Scheme is pending before theHonble Delhi High Court.
Your Company has a robust risk management framework to identify evaluate and mitigatebusiness risks. A detailed statement indicating development and implementation of a riskmanagement policy for the Company including identification therein the various elementsof risk is appearing in Management Discussion and Analysis.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed pursuant to the provisions of the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014 read withSEBIs circular no. CIR/CFD/POLICY/CELL/2/2015 dated June 16 2015 is available onthe Companys website viz. www.htmedia.in.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review HT Digital Streams Limited was incorporated on November2 2015 as a wholly owned subsidiary of the Company.
HT Digital Media Holdings Limited a wholly owned subsidiary of the Company during theyear disposed off its entire holding of 50000 equity shares of Rs 10/- each in HTInformation Services Limited. Accordingly HT Information Services Limited has ceased tobe a subsidiary of the Company. Further during the year under review entire shareholdingof your Company in Ivy Talent India Private Limited a wholly subsidiary company wasdisposed off. Accordingly MyParichay Services Private Limited also ceased to be anassociate of the Company.
Further a report on the performance and financial position of each of thesubsidiaries associates and joint venture company as per the provisions of the CompaniesAct 2013 in prescribed form AOC-1 is provided as an annexure to the consolidatedfinancial statements and hence not given here. The Policy for determining MaterialSubsidiary(ies) as approved by the Board of Directors is available on theCompanys website viz. www.htmedia.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Shri Shamit Bhartia was appointed as Joint ManagingDirector for a period of 5 (five) years w.e.f. May 15 2015. Further Shri Vikram SinghMehta was appointed as an Independent Director w.e.f. June 20 2015 not liable to retireby rotation to hold office for 5 (five) consecutive years for a term up to March 312020.
Further in accordance with the provisions of the
Companies Act 2013 Shri Shamit Bhartia retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible has offered himself for re-appointment. YourDirectors recommend his re-appointment at the ensuing AGM.
All Independent Directors of the Company have confirmed that they meet the criteria ofindependence as prescribed under both the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations").
During the year under review Shri Rajiv Verma resigned from the Board of Directors ofthe Company as Whole time Director w.e.f. March 10 2016. He continues to be the ChiefExecutive Officer of the Company and a Key Managerial Personnel under the Companies Act2013.
There has been no change in Key Managerial Personnel during the year under review.
The Board undertook a formal evaluation of its own performance and that of itscommittees & individual
Directors. The Nomination & Remuneration Committee led the evaluation process.Structured questionnaires were devised and circulated to all the Directors of the Companyseeking their feedback on Board effectiveness and performance of Individual DirectorsBoard Committees and the Chairperson.
The Independent Directors were evaluated on various parameters including functionalskill-set quality of inputs/ suggestions engagement and participation in key businessdecisions awareness of the risk profile of the industry etc.
The Board would endeavour to use the results of evaluation process constructivelyimprove its own effectiveness and deliver performance.
AUDITORS Statutory Auditors
The members of the Company at their 12th AGM held on September 16 2014 had appointedS.R. Batliboi
& Co. LLP Chartered Accountants [Firm Registration No. 301003E / E300005]("SRB") as statutory auditors of the Company to hold office till the conclusionof the 14th AGM to be held in the calendar year 2016 (subject to ratification of theirappointment by the members at the 13th AGM). Accordingly the appointment of SRB asstatutory auditors was ratified at the 13th AGM held on September 25 2015. In terms ofthe provisions of Section 139 and other applicable provisions of the Companies Act2013 and rules made thereunder the Audit Committee and the Board of Directors recommendre-appointment of SRB as Statutory Auditors of the Company from the conclusion of theensuing 14th AGM till the conclusion of the 15th AGM to be held in the calendar year 2017.The Company has received a certificate that their re-appointment as Statutory Auditorsshall be in accordance with the provisions of Section 141 of the Companies Act 2013.
The Auditors Report is unmodified i.e. it does not contain any qualificationreservations or adverse remarks.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Board of Directors had appointed Shri Arun Kumar Soni CompanySecretary-in-practice (C.P. No. 1726) as Secretarial Auditor to conduct the SecretarialAudit for Financial Year 2015-16. The Secretarial Audit Report is annexed herewith asAnnexure "A".
There are no qualifications the Secretarial Auditor Report.
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instance of fraud under Section 143 (12) of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
The contracts /arrangements /transactions entered into by the Company with relatedparties during the year under review were on arms length terms. The related partytransactions were placed before the Audit Committee for review and approval. Further theCompany had not entered into any contract /arrangement /transaction with related partieswhich could be considered material in accordance with the Companys policy onMateriality of and dealing with Related Party Transactions. The said policy isavailable on the Companys website viz. www.htmedia.in.
Reference of the members is invited to Note no. 38 to the audited standalone financialstatements which sets out the related party disclosures as per Accounting Standard -18.
CORPORATE SOCIAL RESPONSIBILTY
The Company has constituted the Corporate Social Responsibility (CSR) Committee ofDirectors in terms of Section 135 of the Companies Act 2013. The composition and termsof reference of the CSR Committee are provided in the Report on Corporate Governance. TheCSR Committee formulated and recommended to the Board a CSR Policy indicating theactivities to be undertaken by the Company which was approved by the Board. The CSRPolicy of the Company is available on the Companys website viz.www.htmedia.in.
The Annual Report on CSR activities during FY 16 is annexed herewith as Annexure"B".
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 your Directors state that:
i. in the preparation of the annual accounts for the financial year ended on March 312016 the applicable Accounting Standards have been followed and there are no materialdepartures;
ii. such accounting policies have been selected and applied consistently; and judgmentsand estimates have been made; that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2016; and of the profitthe Company for the year ended on March 31 2016;
iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the reservationsoradverseremarks Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. proper internal financial controls were in place and that such internal financialcontrols were adequate and operating effectively; and
vi. systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER THE COMPANIES ACT 2013
Borrowings and Debt Servicing: During the year under review your Company has metall its obligations towards repayment of principal and interest on loans availed.
Particulars of Loans given Investments made Guarantees /Securities given: Thedetails of investments made and loans/guarantees/securities given as applicable formpart of the notes to the financial statements.
Board Meetings: During the financial year ended on March 31 2016 the Board metseven times on April 16 2015; May 15 2015; July 15 2015; August 13 2015;October 28 2015; November 19 2015 and January 27 2016. For further details members mayplease refer Report on Corporate Governance.
Committees of the Board: The Board has constituted seven standing committees viz.Audit Committee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee Banking & Finance Committee Investment Committee StakeholdersRelationship Committee and Risk Management Committee. Committee constituted under Clause41 of the erstwhile Listing Agreement has been dissolved during the year. A detailed noteon the Board and its Committees is provided under the Report on Corporate
Remuneration Policy: The Board on the recommendation of the Nomination andRemuneration Committee has framed a policy on appointment of Directors Key ManagerialPersonnel and Senior management and fixing their remuneration.
Vigil Mechanism: A "Whistle Blower Policy" (Vigil Mechanism) is inplace to provide opportunity to Directors/Employees/Stakeholders of the Company to reportconcerns about unethical behaviour actual or suspected fraud by any Director and/orEmployee of the Company or any violation of the Code of Conduct.
Particulars of Employees and Related Disclosures: In accordance with the provisionsof Section 197(12) of the Companies Act 2013 and Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the names and otherparticulars of employees are set out in the Annexure "C" to this report. Interms of the provisions of Section 136(1) of the Companies Act 2013 the BoardsReport is being sent to the shareholders without this annexure. However the same isavailable for inspection Company bythe members at the Registered Office during businesshours on all working days upto the date of ensuing AGM. Members interested in obtaining acopy of the same may write to the Company Secretary at the Registered Office of theCompany.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure"D".
Extract of Annual Return: Extract of the Annual Return of the Company (in formMGT-9) is annexed herewith as Annexure "E".
Corporate Governance Report: The Report on Corporate Governance in terms of SEBIRegulations forms part of the Annual Report. The Certificate issued by a CompanySecretary-in-Practice in terms of the requirements of the SEBI Regulations is annexedherewith as Annexure "F".
Energy conservation technology absorption and foreign exchange earnings & outgo:The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as required to be disclosed under the Companies Act 2013 is annexedherewith as Annexure "G".
Your Directors state that no disclosure is required in respect of the following mattersas there were no transactions in relation thereto during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme of the Company.
4. No significant or material orders Regulators or Courts or Tribunals which impact thegoing concern status and Companys operations in future.
There was no change in the Share Capital of the Company during the year under review.
No material changes/commitments affecting the financial position of the Company haveoccurred after the end of the financial year 2015-16 and till the date of this report.
Your Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations were observed.
Your Directors place on record their sincere appreciation for the co-operation extendedby all stakeholders including Ministry of Information & Broadcasting and othergovernment authorities shareholders investors readers advertisers browserslisteners customers banks vendors and suppliers. Your Directors also place on recordtheir deep appreciation of the committed services of the executives and employees of theCompany.
| ||For and on behalf of the Board |
|Place: New Delhi ||Shobhana Bhartia |
|Date: May 26 2016 ||Chairperson & Editorial Director |