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Hindustan Media Ventures Ltd.

BSE: 533217 Sector: Media
NSE: HMVL ISIN Code: INE871K01015
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VOLUME 30
52-Week high 297.95
52-Week low 225.00
P/E 9.55
Mkt Cap.(Rs cr) 1,739
Buy Price 236.00
Buy Qty 80.00
Sell Price 246.65
Sell Qty 100.00
OPEN 237.00
CLOSE 237.70
VOLUME 30
52-Week high 297.95
52-Week low 225.00
P/E 9.55
Mkt Cap.(Rs cr) 1,739
Buy Price 236.00
Buy Qty 80.00
Sell Price 246.65
Sell Qty 100.00

Hindustan Media Ventures Ltd. (HMVL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Report together with the Audited FinancialStatements (Standalone and Consolidated) for the financial year ended on March 31 2017.

FINANCIAL RESULTS (STANDALONE)

Your Company's performance during the financial year ended on March 31 2017 along withprevious year's 3gures is summarized below:

(Rs. In Lacs)
Particulars 2016-17 2015-16
Total Income 102531.98 97878.67
Earnings before interest tax depreciation and amortization (EBITDA) from continuing operations 29759.39 32267.29
Less: Depreciation and amortization expense 2020.72 2191.41
Less: Finance costs 1614.19 1133.23
Profit / (Loss) before Tax from continuing operations 26124.48 28942.65
Less: Tax Expense
Current Tax 6022.79 8266.76
Adjustment of tax related to earlier periods (119.25) (609.26)
Deferred Tax charge / (credit) 860.85 619.30
A. Profit / (Loss) for the year from continuing operations (after tax) 19360.09 20665.85
Profit / (Loss) from discontinued operations - (4270.00)
Less: Tax charge / (credit) including deferred tax of discontinued operations - (1477.76)
B. Profit / (Loss) from discontinued operations (after tax) - (2792.24)
Profit / (Loss) for the year (A+B) 19360.09 17873.61
Add: Other Comprehensive Income for the year (net of tax) (12.93) (121.05)
Total Comprehensive Income for the year (net of tax) 19347.16 17752.56
Opening balance in Retained Earnings 58565.13 41872.59
Add: Profit / (Loss) for the year 19360.09 17873.61
Less:
Items of other Comprehensive Income recognized directly in Retained Earnings
Re-measurements of post-employment benefit obligation (net of tax) 12.93 121.05
Dividend paid 880.73 880.73
Tax on Dividend 179.29 179.29
Total Retained Earnings 76852.27 58565.13

The Company has adopted the Indian Accounting Standards ("Ind AS") noti3edunder the Companies (Indian Accounting Standards) Rules 2015 w.e.f. April 1 2016.Financial Statements for the year ended and as at March 31 2016 have been restatedto conform to Ind AS. Please refer Note no. 45 to the Standalone FinancialStatements for further explanation on the transition to Ind AS.

DIVIDEND

Your Directors are pleased to recommend a dividend of ` 1.20 per Equity Share of` 10/- each i.e. @ 12% (previous year - ` 1.20 per Equity Share of ` 10/- each i.e. @ 12%)for the financial year ended on March 31 2017 and seek your approval for the same.

The proposed equity dividend pay-out (including Corporate Dividend Distribution Tax)would entail an outflow of ` 1060.02 lacs (previous year ` 1060.02 lacs).

During the year the Board has framed a Dividend Distribution Policy pursuant to theprovisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Regulations") which appears as "Annexure -A" and is also available on the Company's website viz. www.hmvl.in.

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 ManagementDiscussion and Analysis which forms part of the Annual Report.

SCHEME OF ARRANGEMENT

With a view to create a separate and focused entity to take the advantage of the futureemerging opportunities in the digital media segment the Multi-media Content ManagementUndertaking of the Company was transferred and vested to and in HT Digital Streams Limited(HTDSL) as a 'going concern' on a slump exchange basis pursuant to a Scheme ofArrangement u/s 391-394 of the Companies Act 1956 between the Company and HTDSL andtheir respective shareholders and creditors ("Scheme"). The Scheme wassanctioned by the Hon'ble Delhi High Court and Hon'ble High Court of Judicature at Patnawith effect from the Appointed Date i.e. April 1 2016.

Pursuant to the Scheme HTDSL has issued and allotted to the Company on December 312016 (being the Effective Date) its 8587896 nos. of Equity Shares of ` 10/- eachconstituting 42.83% of its equity share capital.

ASSOCIATE COMPANY

During the year under review consequent upon HMVL acquiring 42.83% of the equity sharecapital of HTDSL HTDSL became an Associate of your Company. Accordingly ConsolidatedFinancial Statements of the Company for the financial year ended March 31 2017 pursuantto the provisions of the Companies Act 2013 and applicable Accounting Standards alongwith Auditors' Report thereon forms part of this Annual Report.

In terms of the provisions of Section 136 of the Companies Act 2013 the financialstatements of HTDSL (Associate Company) for the financial year ended on March 31 2017 areavailable for inspection by the Members of the Company at the registered office of theCompany during business hours. The same is also available on the Company's website viz.www.hmvl.in.

A report on the performance and financial position of the above Associate Company inprescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence notreproduced here.

The contribution of Associate Company to the overall performance of your Company isoutlined in Note no. 44 of the Consolidated Financial Statements for the financial yearended March 31 2017.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify evaluate and mitigatebusiness risks. A detailed statement indicating development and implementation of the riskmanagement policy including identification of various elements of risk is appearing inthe 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 withSEBI's circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 ("SEBI ESOPRegulations") is available on the Company's website viz. www.hmvl.in. The HT GroupCompanies - Employee Stock Option Rules for Listed Companies (of a Parent Company) are incompliance with the SEBI ESOP Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review on recommendation of Nomination and RemunerationCommittee the Board of Directors at its meeting held on February 4 2017 appointed ShriShamit Bhartia as Managing Director of the Company for a period of 5 (3ve) years w.e.f.February 4 2017 subject to approval of the Members. The Board commends the appointmentof Shri Shamit Bhartia as Managing Director for approval of Members at the ensuing AnnualGeneral Meeting (AGM).

Further on recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on May 18 2017 appointed Shri Priyavrat Bhartia asManaging Director of the Company (earlier Whole-time Director) w.e.f May 18 2017for the unexpired period of his tenure as Whole-time Director i.e. upto September 302020. The Board commends the appointment of Shri Priyavrat Bhartia as Managing Directorfor approval of Members at the ensuing AGM.

In accordance with the provisions of the Companies Act 2013 Shri Shamit Bhartiaretires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.Your Directors commend the re-appointment of Shri Shamit Bhartia for approval ofthe Members at the ensuing AGM.

All the Independent Directors of the Company have confirmed that they meet the criteriaof independence as prescribed under both the Companies Act 2013 and SEBI Regulations.The Independent Directors have also confirmed that they have complied with the ‘Codeof Conduct' of the Company.

Brief resume nature of expertise details of directorship held in other companies ofthe above Directors proposed to be appointed / re-appointed along with their shareholdingin the Company as stipulated under Secretarial Standard-2 and Regulation 36 of SEBIRegulations is provided in the Notice of ensuing AGM.

Key Managerial Personnel

During the year under review Shri Ajay Jain ceased to be Chief Financial Officerw.e.f. November 1 2016. On the recommendation of Nomination and Remuneration Committeeand Audit Committee the Board of Directors at its meeting held on November 1 2016appointed Shri Ratul Bhaduri as Chief Financial Officer and he was designated as KeyManagerial Personnel in such capacity w.e.f. November 1 2016.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act 2013 and SEBI Regulations theBoard undertook an annual formal evaluation of its own performance and that of itsCommittees & Directors.

The Nomination and Remuneration Committee framed questionnaires for evaluation ofperformance of the Board as a whole Board Committees (viz. Audit CommitteeStakeholders' Relationship Committee Corporate Social Responsibility Committee andNomination and Remuneration Committee); Directors and the Chairperson on variouscriteria outlined in the ‘Guidance Note on Board Evaluation' issued by SEBI onJanuary 5 2017.

The Directors were evaluated on various parameters such as value addition todiscussions level of preparedness familiarization with relevant aspects of company'sbusiness / activities etc. Similarly the Board as a whole was evaluated on parameterswhich included its composition strategic direction focus on governance risk managementand financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered bythe Nomination and Remuneration Committee and the Board of Directors. The Board wouldendeavour to use the results of the evaluation process constructively improve its owneffectiveness and deliver superior performance.

AUDITORS

Auditors

In order to comply with the requirement of mandatory rotation of Auditors by theconclusion of ensuing AGM and to appoint a new Auditor in place of S.R. Batliboi &Co. LLP Chartered Accountants [Firm Registration No. 301003E/ E300005] ("SRB")the Audit Committee and Board of Directors at their respective meetings held on May 182017 have recommended the appointment of Price Waterhouse & Co Chartered AccountantsLLP (PwC) [Firm Registration No. 304026E/E-300009] as the new Auditors of the Company tohold office for a term of 5 (3ve) consecutive years from the conclusion of ensuing AGMtill the conclusion of sixth AGM from the ensuing AGM (subject to rati3cation of theirappointment by the Members at every AGM to be held in the intervening period if sorequired by Companies Act 2013). The Company has received a certificate from PwC to theeffect that their appointment as Auditors shall be in accordance with the provisions ofSections 139 and 141 of the Companies Act 2013.

The Auditor's Report of SRB on Annual Financial Statements (Standalone andConsolidated) for the financial year ended on March 31 2017 is an unmodified opinion i.eit does not contain any qualification reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rulesmade thereunder the Board of Directors had appointed Shri N.C. Khanna CompanySecretary-in-Practice (C.P. No. 5143) as Secretarial Auditor to conduct the SecretarialAudit for financial year 2016-17. The Secretarial Audit Report is annexed herewith as"Annexure - B". The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported to the Audit Committee any instance of fraud under Section 143(12) of theCompanies Act 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company with relatedparties during the year under review were in ordinary course of business of the Companyand on arm's length terms. The related party transactions were placed before the AuditCommittee for review and approval. During the year the Company did not enter into anycontract / arrangement / transaction with related party which could be consideredmaterial in accordance with the Company's Policy on Materiality of and dealing withRelated Party Transactions and accordingly the disclosure of related party transactionsin Form AOC-2 is not applicable. The said policy is available on the Company's websiteviz. www.hmvl.in.

Reference of the Members is invited to Note no. 34 of the Standalone Annual FinancialStatements which sets out the related party disclosures as per Ind AS - 24.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen your Company is committed to undertake sociallyuseful programmes for welfare and sustainable development of the community at large. TheCompany has in place the Corporate Social Responsibility (CSR) Committee of Directors interms of Section 135 of the Companies Act 2013. The composition and terms of reference ofthe CSR Committee are provided in the Report on Corporate Governance which forms part ofthe Annual Report. The CSR Committee has formulated and recommended to the Board a CSRPolicy outlining CSR projects/activities to be undertaken by the Company during the yearunder review. The CSR Policy is available on the Company's website viz. www.hmvl.in.

The Annual Report on CSR for FY 17 is annexed herewith as "Annexure - C".

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 your Directors state that:

i) in the preparation of the annual accounts for the financial year ended on March 312017 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 2017; and of the profitof the Company for the year ended on March 31 2017;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 aregiven in the notes to the Annual Standalone Financial Statements.

Board Meetings: A yearly calendar of meetings is prepared and circulated in advanceto the Directors. During the financial year ended on March 31 2017 the Board met sixtimes on May 25 2016 (two separate meetings) August 4 2016 November 1 2016January 18 2017 and February 4 2017. For further details of these meetings Members mayplease refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present five standing committees of the Board are inplace viz. Audit Committee Nomination and Remuneration Committee CSR CommitteeInvestment and Banking Committee and Stakeholders' Relationship Committee. During the yearunder review all recommendations of the aforesaid Committees were accepted by the Board.

Remuneration Policy: The Remuneration Policy of the Company on appointment andremuneration of Directors Key Managerial Personnel & senior management as prescribedunder Section 178(3) of the Companies Act 2013 and the SEBI Regulations is available onthe Company's website viz. www.hmvl.in.

Vigil Mechanism: The Vigil Mechanism as envisaged in the Companies Act 2013 &rules made thereunder and the SEBI Regulations is addressed in the Company's "WhistleBlower Policy". In terms of the Policy the directors/ employees/stakeholders of theCompany may report concerns about unethical behaviour actual or suspected fraud or anyviolation of the Company's Code of Conduct. The Policy provides for adequate safeguardsagainst victimization of the Whistle Blower. The Policy is available on the Company'swebsite viz. www.hmvl.in.

Particulars of employees and related disclosures: In accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 details ofemployees remuneration are set out in the "Annexure - D" to this Report. Interms of the provisions of Section 136(1) of the Companies Act 2013 the Board's Reportis being sent to the Members without this annexure. However the same is available forinspection by the Members at the Registered Office of the Company during business hours21 days before the ensuing AGM. Members interested in obtaining a copy of the saidAnnexure may write to the Company Secretary at the Registered Office of the Company.

Disclosures under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as "Annexure - E".

Extract of Annual Return: An Extract of the Annual Return for the financial yearended on March 31 2017 in Form MGT-9 is annexed herewith as "Annexure -F".

Corporate Governance: The report on Corporate Governance in terms of the SEBIRegulations forms part of this Annual Report. The certificate issued by CompanySecretary-in-Practice is annexed herewith as "Annexure - G".

Conservation of energy technology absorption and foreign exchange earnings &outgo: The information on conservation of energy technology absorption and foreignexchange earnings & outgo is annexed herewith as "Annexure - H".

Business Responsibility Report: In terms of the provisions of Regulation 34 of theSEBI Regulations the Business Responsibility Report is available on the Company's websiteviz. www.hmvl.in.

GENERAL

Your Directors state that no disclosure is required in respect of the followingmatters as there were no transactions/ events in relation thereto during the year underreview:

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.

There was no change in the share capital of the Company during the year under review.

The Company has not transferred any amount to the General Reserve during the year underreview.

No material changes/commitments have occurred after the end of the financial year2016-17 and till the date of this report which would affect the financial position of yourCompany.

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the ‘going concern' status and Company's operations in future.

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.

ACKNOWLEDGEMENT

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 customers banksvendors and suppliers. Your Directors also place on record their deep appreciation of thecommitted services of the executives and employees of the Company.

For and on behalf of the Board
(Shobhana Bhartia)
Place: New Delhi Chairperson
Date: July 17 2017 DIN: 00020648

ANNEXURE - A TO BOARD'S REPORT

Dividend Distribution Policy

1.0 Preface

1.1 Hindustan Media Ventures Limited ("the Company") has adopted the DividendDistribution Policy ("the Policy") for due consideration thereof whilerecommending/declaring interim and/or final/special dividend to its shareholders.

1.2 The Policy is neither an alternative nor in any way abrogates the powers of theBoard of Directors to recommend or declare dividend taking into consideration any otherrelevant factor(s) not outlined herein.

1.3 The Policy has been framed and adopted in compliance of Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations").

1.4 The Policy has been adopted by the Board of Directors (the "Board") ofthe Company in its meeting held on January 18 2017.

1.5 The Policy shall come into force for accounting periods commencing from April 12016.

2.0 Objective

2.1 The Policy addresses the requirement of the Listing Regulations to outline thefollowing –

• circumstances under which shareholders of the Company may or may not expectdividend;

• the financial parameters that shall be considered while declaring dividend;

• internal and external factors that shall be considered for declaration ofdividend;

• policy as to how the retained earnings shall be utilized; and

• parameters that shall be adopted with regard to various classes of shares.

3.0 Circumstances under which shareholders of the Company may or may not expectdividend

3.1 Dividend will generally be recommended by the Board of Directors once in a yearafter the announcement of the full year results and before the Annual General Meeting(AGM) of the members as may be permitted under the law. The Board of Directors may alsodeclare interim dividend as may be permitted by law. Further the Board of Directors mayadditionally recommend special dividend in special circumstances.

3.2 The circumstances wherein shareholders of the Company may or not expect dividendshall depend upon one or more factors outlined hereunder and/or any other considerationthat may emerge from time to time.

4.0 Financial parameters that shall be considered while declaring dividend

4.1 Dividend shall be recommended/declared only in case of adequacy of profitcalculated in the manner prescribed under the Companies Act 2013.

4.2 Only in exceptional circumstances including but not limited to loss after tax inany particular financial year the Board of Directors may consider utilizing retainedearnings for declaration of dividend subject to the provisions of law in the said behalf.

4.3 The financial parameters to be considered while recommending/declaring dividendshall include amongst others profits earned (standalone) distributable reservesEarning Per Share (EPS); Return on Assets (RoA); Return on Capital Employed (RoCE)alternative use of cash debt repayment schedule etc.

5.0 Internal and external factors that shall be considered for declaration of dividend

5.1 While determining the quantum of dividend pay-out the Board of Directors shalltake into account amongst others one or more of the following factors:

Internal factors: Profitability cash flow position accumulated reserves earningsstability dividend history payout sustainability capex/opex plans merger/acquisitioninvestment in new business deployment of funds in short-term marketable investmentsfunds required to service debt cost of raising fund from alternate source etc.

External factors: Economic environment business cycles tax regime industryoutlook interest rate structure economic and regulatory framework government policiesetc.

6.0 Policy as to how the retained earnings shall be utilized

6.1 Subject to the provisions of applicable laws and regulations retained earnings maybe utilized for one or more permitted heads including but not limited to declaration ofdividend (interim/final) capitalization of shares buy-back of shares repayment of debtcapex/opex organic and/or inorganic growth investment in new business general corporatepurposes (including contingencies) etc.

7.0 Parameters that shall be adopted with regard to various classes of shares

7.1 At present the Company has issued only one class of shares i.e. Equity Shares.These Equity Shares rank pari-passu with each other.

ANNEXURE - E TO BOARD'S REPORT

Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

(i) The ratio of remuneration of each Director to the median remuneration of theemployees and the percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary during the financial year ended onMarch 31 2017 is as under –

Name of Director/KMP & designation Remuneration for FY-17 (Rs./Lacs) % increase in remuneration in FY-17 Ratio of remuneration of each Director to median remuneration of employees in FY-17@
Shri Ashwani Windlass 14.20* 9.23% 3.51
Independent Director
Shri Piyush G. Mankad 13.00* 10.17% 3.21
Independent Director
Shri Shardul S. Shroff 11.50* 8.50% 2.84
Independent Director
Dr. Mukesh Aghi 10.00* Not Applicable 2.47
Independent Director
Shri Shamit Bhartia# 58.60 Not Applicable 14.47
Managing Director
Shri Priyavrat Director 376.30 Not Applicable 92.91
Whole-time Director
Shri Benoy Roychowdhury 369.93## 72.30% 91.34
Whole-time Director
Shri Vivek Khanna 278.35 6.00% Not Applicable
Chief Executive Officer
Shri Ajay Jain^ 88.84 Not Applicable Not Applicable
Chief Financial Officer
Shri Ratul Bhaduri$ 45.98 Not Applicable Not Applicable
Chief Financial Officer
Shri Tridib Barat 56.51 -5.39% Not Applicable
Company Secretary

* Comprises profit related commission and sitting fee for attending Board/Committeemeetings

@ Median remuneration of employees of the Company during FY 17 was ` 4.05lacs

# Appointed as Managing Director w.e.f. February 4 2017

## Includes perquisite value of exercise of ESOP amounting to ` 132.11 lacs.Without including this percentage increase in remuneration during FY 17 would have been10.76%.

^ Ceased to be Chief Financial Officer w.e.f. November 1 2016

$ Appointed as Chief Financial Officer w.e.f. November 1 2016

Note: Perquisites have been valued as per the Income Tax Act 1961

(ii) There was an increase of 15.7% in the median remuneration of employees of theCompany in FY 17.

(iii) As on March 31 2017 there were 1308 permanent employees on the rolls of theCompany.

(iv) Average percentage increase in remuneration of employees other than managerialpersonnel during FY-17 is 7%. During the same period percentage increase in remunerationof managerial personnel is given in table above.

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyand philosophy of the Company.

ANNEXURE - H TO BOARD'S REPORT

Information on conservation of energy technology absorption and foreign exchangeearnings & outgo as per Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014

(A) Conservation of energy-

(i) Steps taken or impact on conservation of energy:

Multiple energy saving initiatives were implemented across print locations during theyear. These initiatives have enabled reduction in electrical unit consumption by 5%(approx.) resulting into annual saving of Rs. 35 lacs.

(ii) Steps taken by the Company for utilizing alternate sources of energy: NIL

(iii) Capital investment on energy conservation equipment's: NIL

(B) Technology absorption-

(i) Efforts made towards technology absorption:

The Company continued to expand its print capabilities across major geographies tofurther increase its stronghold in the Hindi region. During the year capex of ` 10 crores(approx.) was incurred to re-engineer and rebuild existing assets in factories andre-deploy them to increase colour pagination capabilities at various locations. Thisexercise was carried out using smart engineering and capex optimisation initiatives tomaintain the high return on capital assets deployed.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

Technical absorption has enabled an increase in number of colour pages and improvedthe printing capabilities at key geographical locations to build competitive edge in themarket.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

a) Details of technology imported NIL
b) Year of import NIL
c) Whether the technology being fully absorbed NIL
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof NIL

(iv) Expenditure incurred on Research & Development: NIL

(C) Foreign exchange earnings and outgo-

- Foreign Exchange earned in terms of actual inflows during the year: Rs. 26.95lacs

- Foreign Exchange outgo in terms of actual outflows during the year: Rs.6839.91 lacs