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H T Media Ltd.

BSE: 532662 Sector: Media
NSE: HTMEDIA ISIN Code: INE501G01024
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OPEN 27.30
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VOLUME 25800
52-Week high 39.15
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P/E 90.00
Mkt Cap.(Rs cr) 607
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 27.30
CLOSE 26.55
VOLUME 25800
52-Week high 39.15
52-Week low 22.50
P/E 90.00
Mkt Cap.(Rs cr) 607
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

H T Media Ltd. (HTMEDIA) - Auditors Report

Company auditors report

To

The Members of HT Media Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of HT Media Limited("the Company") which comprise the standalone balance sheet as at March 312021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of report of other auditor on thefinancial statements of the HT Media Employee Welfare Trust the aforesaid standalonefinancial statements give the information required by the Companies Act 2013("Act") in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2021 and loss and other comprehensive income changes in equityand its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by usalong with the consideration of audit report of the other auditor referred to in sub-paragraph (a) of the 'Other Matter' paragraph below is sufficient and appropriate toprovide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matters

Impairment assessment of Investment Properties

See note 4 to the standalone financial statements How the matter was addressed in our audit
The Company's carrying value of investment properties is H 40069 lakhs as at March 31 2021. An impairment provision of RS. 1588 lakhs has been recognized in the standalone statement of profit and loss for the year ended March 312021. The Company's investment properties portfolio consists of residential buildings and commercial projects located in India. Our audit procedures included:
The portfolio consists of properties which are fully constructed as well as under construction. Further there are certain properties which are under litigation or where the developers are under Insolvency and Bankruptcy Code. - Tested design implementation and operating effectiveness of key controls over the impairment assessment process.
- Assessed the competence objectivity and scope of work of the valuer engaged by Company.
- We inspected the valuation reports and assessed the fair value as determined by the valuer as under
: - Compared the fair value as determined by the valuer to the externally derived data of comparable properties in respect of selected investment properties;
See note 4 to the standalone financial statements How the matter was addressed in our audit
The Company involved an external valuation specialist to determine the fair values of the investment properties. There are significant judgements and estimates to be made in relation to the valuation of the Company's investment properties. - Involved our internal specialist to compare the fair value of certain properties as stated in the valuation reports with independently formed market expectations;
The fair value is compared with the carrying value of each investment property in order to determine impairment loss if any. Considering the inherent uncertainty significant judgments and estimates involved and the significance of the value of the assets impairment assessment of investment properties - Discussed with management the status of properties under litigation and under Insolvency and Bankruptcy Code. Involved our internal specialists to assist us in assessing the key assumptions and factors considered while determining the impairment loss on such properties.
has been considered as a key audit matter. - Inspected on a test check basis the underlying property documents.
- Compared the Company's calculation of impairment loss with the underlying accounting records and documents.
- Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.

Impairment testing of property plant and equipment and intangibleassets See note 3 and note 5 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company is engaged in printing and publishing of newspapers and periodicals through various plants operated in India. The Company is also engaged in providing entertainment radio broadcast and all other related activities through its radio stations. The carrying value of such property plant and equipment (excluding capital work in progress) and intangible assets of the Company amounts to RS. 25696 lakhs and RS. 15056 lakhs respectively. Our audit procedures included:
The Company performs an annual assessment of such property plant and equipment and intangible assets at cash generating unit (CGU) level to identify indicators of impairment if any. The recoverable amount of the CGU which is based on value in use ('VIU') has been derived from discounted cash flow model. The model uses several key assumptions. - Assessed Company's identification of CGUs with reference to the guidance in the applicable accounting standards;
The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the key assumptions taken while computing VIU. Considering the inherent uncertainty complexity and judgment involved and the significance of the value of the assets impairment assessment of the above mentioned assets has been considered as a key audit matter. - Tested design implementation and operating effectiveness of key controls over the impairment assessment process.
- We assessed the value in use (VIU) as determined by the Company as under:
- Assessed the method of determining VIU and key assumptions used therein through historical information budgets / projections externally derived data and other relevant information.
- Challenged the key assumptions and judgements within the build-up and methodologies used by the Company.
- Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
- Involved our internal specialists to assist us in performing above mentioned procedures to the extent applicable.
- Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.

Revenue Recognition

The key audit matter How the matter was addressed in our audit
As disclosed in Note 20 to the standalone financial statements the Company's revenue from 'Sale of newspaper and publications' 'Advertisement revenue' 'Airtime sales' and 'Income from digital services' for the year ended March 31 2021 was RS. 1006 lakhs H 34987 lakhs H 5053 lakhs and H 5075 lakhs respectively. Revenue is recognized upon transfer of control of promised services / goods to the customers and when it is "probable" that the Company will collect the consideration. In specific revenue from advertisement and circulation is recognized when the advertisement is published and newspaper is delivered to the distributor. Revenue from airtime sales is recognized on the airing of client's commercials and revenue from digital services is recognised when advertisements are displayed. There is a risk that revenue is recognized for services / goods before the transfer of control of the service / goods to customer is completed. Further during the current year the Company received a whistleblower complaint from a named employee alleging deficiencies in a stream of radio business. Our audit procedures included:
The Company in accordance with its whistleblower policy and as confirmed by the Audit Committee commenced investigation in the matter by appointing an independent Law firm which worked closely with independent accounting firms. The said investigation affirmed the deficiencies which also resulted in the revision of financial statements for the year ended March 312020. Standards on Auditing presume that there is fraud risk with regard to revenue recognition. Also revenue is one of the key performance indicators of the Company which makes it susceptible to misstatement. - Assessed the appropriateness of the accounting policy for revenue recognition as per the relevant accounting standard;
- Evaluated the design and implementation of key controls in relation to revenue recognition and tested the operating effectiveness of such controls for a sample of transactions;
- Involved our IT specialists to assist us in testing of key IT system controls which impact revenue recognition;
- Performed detailed testing by selecting samples of revenue transactions recorded during and after the year. For such samples verified the underlying documents supporting the revenue recognition;
- Tested sample journal entries for revenue recognized during the year selected based on specified risk-based criteria to identify unusual transactions.
- On investigation relating to deficiencies in a stream of radio business our procedures included:
- discussed the approach for investigation with senior management and those charged with governance.
- discussed the investigation approach investigation report and assessment of non-compliances with laws and regulations with the investigating teams and with management.
- evaluated the pervasiveness of the deficiencies including impact on our risk assessments and any resulting impact on the nature timing and extent of audit procedures to respond to the assessed risks.
- evaluated the accounting for and adequacy of disclosure of the matter involved.
- performed shadow procedures and for sample transactions tested whether revenue recognition is appropriate.
- Involved our internal specialists to assist us in performing above mentioned procedures to the extent applicable.

Impairment assessment of Investmentin subsidiaries See note 6A to thestandalone financial statements

The key audit matter How the matter was addressed in our audit
The Company has performed an impairment assessment of its investment in Next Media Works Limited (NMW) and Next Radio Limited (NRL) for H 3016 lakhs (carrying value gross value before impairment RS. 27643 lakhs) as at March 312021. Our audit procedures included:
- We assessed the recoverable value as higher of the Company's assessment of VIU and FVLCD.
- We assessed the FVLCD as determined by the Company using the market price of the equity shares. - We assessed the VIU as determined by the Company as under:
- Assessed the method of determining VIU and key assumptions used therein through historical information budgets / projections externally derived data and other relevant information.
- Challenged the key assumptions within the build up and methodologies used by the Company.
- Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
- Involved our internal specialists to assist us in performing above mentioned procedures.
- Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.
The impairment assessment is considered as a key audit matter as it involves significant judgements and estimates in assessing the recoverable value. The recoverable value is considered to be the higher of the Company's assessment of the value in use (VIU) and fair value less cost of disposal (FVLCD). The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the future cash flows of NMW and NRL.

Other Information

The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditors' report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed and based on the audit report of other auditor weconclude that there is a material misstatement of this other information we are requiredto report that fact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern an d using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)

(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding thefinancial information of the Company to express an opinion on the standalone financialstatements. We are responsible for the direction supervision and performance of the auditof financial information of the Company of which we are the independent auditors. For theother entity included in the standalone financial statements which has been audited byother auditor such other auditor remains responsible for the direction supervision andperformance of the audit carried out by them. We remain solely responsible for our auditopinion. Our responsibilities in this regard are further described in para (a) of thesection titled 'Other Matter' in this audit report.

We believe that the audit evidence obtained by us along with theconsideration of audit report of the other auditor referred to in sub-paragraph (a) of theOther Matter paragraph below is sufficient and appropriate to provide a basis for ouraudit opinion on the standalone financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

We did not audit total assets of RS. 2111 lakhs as at March 312021and total revenues of Nil for the year then ended included in the standalone financialstatements in respect to HT Media Employee Welfare Trust not audited by us whosefinancial information has been audited by another auditor and whose report has beenfurnished to us. Our opinion on the standalone financial statements to the extent theyhave been derived from such financial statements is based solely on the report of suchother auditor.

Our opinion on the standalone financial statements and our report onOther Legal and Regulatory Requirements below in not modified in respect of the abovematter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act we give in the ''Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act based on our audit andon consideration of report of other auditor on financial statements of HT Media EmployeeWelfare Trust as noted in the 'Other Matter' paragraph we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of our auditof the aforesaid standalone financial statements.

b) In our opinion proper books of account as required by law relatingto preparation of aforesaid standalone financial statements have been kept by the Companyso far as it appears from our examination of those books and the report of other auditor.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous and based on the consideration of the report of other auditor on the financialstatements of HT Media Employee Welfare Trust as noted in the 'Other Matter' paragraph:

i. The Company has disclosed the impact of pending litigations as atMarch 31 2021 on its financial position in its standalone financial statements - ReferNote 35 to the standalone financial statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. The disclosures in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from November 82016 to December 30 2016 have not been made in these financial statements since they donot pertain to the financial year ended March 312020.

(C) With respect to the matter to be included in the Auditors' Reportunder section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For B S R and Associates Chartered Accountants Firm's Registration No.- 128901W
Place: Gurugram

Date: June 18 2021

Rajesh Arora Partner Membership No. 076124 UDIN: 21076124AAAACN7121

Annexure A referred to in our Independent Auditor's Report to themembers of HT Media Limited on the standalone financial statements for the year endedMarch 31 2021.

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its fixed assets (i.e.property plant and equipment).

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification by management isreasonable having regard to the size of the Company and the nature of its assets. Inaccordance with this programme certain fixed assets were physically verified during theyear. As informed to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

(ii) Inventories except for goods-in-transit have been physicallyverified by the management during the year. In our opinion the frequency of suchverification is reasonable. According to the information and explanations given to us theprocedures for physical verification of inventories followed by the management during theyear are reasonable and adequate in relation to the size of the Company and the nature ofits business. The discrepancies noticed on verification between the physical stocks andthe book records were not material.

(iii) According to the information and explanations given to us theCompany has granted loans to three companies covered in the register maintained underSection 189 of the Companies Act 201 3 which are outstanding in the books in respect ofwhich:

a) In our opinion the rate of interest and other terms and conditionson which the loans had been granted to the companies listed in the register maintainedunder Section 189 of the Act were not prima facie prejudicial to the interest of theCompany;

b) The schedule of repayment of principal and payment of interest hasbeen stipulated. There has been no repayment of principal and payment of interest in thefinancial year ended March 31 2021;and

c) There is no amount overdue for more than 90 days in respect of theabove- mentioned loans.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of section 185 and 186 of theCompanies Act 2013 in respect of the loans and investments made and guarantees andsecurities provided by it.

(v) As per the information and explanations given to us the Companyhas not accepted any deposits as mentioned in the directives issued by the Reserve Bank ofIndia and the provisions of Section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under. Accordingly paragraph 3(v) of theOrder is not applicable to the Company.

(vi) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company is required tomaintain cost records as specified under Section 148(1) of the Act in respect of its radioservices. We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundemployees' state insurance income tax goods and service tax (GST) duty of customscess professional tax and other statutory dues have been regularly deposited during theyear by the Company with the appropriate authorities. As explained to us the Company didnot have any dues on account of sales tax services tax duty of excise and value addedtax.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome tax GST duty of customs cess professional tax and other statutory dues were inarrears as at March 31 2021 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us thereare no dues of income tax sales tax service tax GST and value added tax which have notbeen deposited by the Company with the appropriate authorities on account of any disputeas at March 312021 except as mentioned in the annexure below:

The below information is as per the demand orders received by theCompany (including interest and penalty) wherever indicated in the order.

Name of Statute Nature of dues Amount (Rs. in lakhs) Amount paid under protest (Rs. in lakhs) Year which amount relates Forum where dispute is pending
Income Tax Act 1961 Disallowance of certain expenditure 119.50 101.20 AY 2010-11 Commissioner of Income tax (Appeals)
Income Tax Act 1961 Disallowance of certain expenditure 11.41 11.41 AY 2012-13 AY 2013-14 Income tax Appellate Tribunal
Income Tax Act 1961 Disallowance of certain expenditure 430.84 430.84 AY 2015-16 Income tax Appellate Tribunal
Income Tax Act 1961 Disallowance of certain expenditure 107.37 107.37 AY 2016-17 Commissioner of Income tax (Appeals)
Income Tax Act 1961 Disallowance of certain expenditure 100.01 100.01 AY 2017-18 Commissioner of Income tax (Appeals)
Finance Act1994 Service tax 61 61 2005-06 to 2009-10 and 2011-12 Supreme Court of India

(viii) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company the Companyhas not defaulted in repayment of loans or borrowings to banks or financial institutions.Further no loans or borrowings were taken from government and there were no debenturesissued during the year or outstanding as at March 312021.

(ix) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company the Companyhas applied the money raised by way of term loans for the purpose for which they wereobtained. Further the Company has not raised any money by way of initial public offer orfurther public offer (including debt instruments).

(x) Attention is invited to Note 53 to the standalone financialstatements for the year ended March 31 2021 during the current year pursuant to awhistleblower complaint received an investigation was conducted which brought out certaindeficiencies in a stream of radio business. According to the information and explanationsgiven to us no other material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has paid/ provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with schedule V to the Act.

(xii) According to the information and explanations given to us theCompany is not a nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company thetransactions with the related parties are in compliance with Sections 177 and 188 of theCompanies Act 2013 where applicable and the details have been disclosed in the standalonefinancial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the current year. Accordingly paragraph 3(xiv) of the Order is notapplicable.

(xv) According to information and explanations given to us and based onour examination of the records of Company the Company has not entered into any noncashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

For B S R and Associates Chartered Accountants Firm's Registration No.- 128901W
Place: Gurugram

Date: June 18 2021

Rajesh Arora Partner Membership No. 076124 UDIN:21076124AAAACN7121

Annexure B to the Independent Auditor's report on the standalonefinancial statements of HT Media Limited for the year ended March 31 2021.

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragrapRs. 1(A)(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of HT Media Limited (hereinafter referred to as "theCompany") in conjunction with our audit of the standalone financial statements of theHT Media Limited as at and for the year ended March 312021.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to the standalone financial statements and suchinternal financial controls were operating effectively as at March 31 2021 based on thecriteria established by the Company considering the essential components of such internalcontrols stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (the'Guidance Note').

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to StandaloneFinancial Statements

A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to standalone financial statementsinclude those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R and Associates Chartered Accountants Firm's Registration No.- 128901W
Place: Gurugram

Date: June 18 2021

Rajesh Arora Partner Membership No. 076124 UDIN: 21076124AAAACN7121

.