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H T Media Ltd.

BSE: 532662 Sector: Media
NSE: HTMEDIA ISIN Code: INE501G01024
BSE 00:00 | 20 Jul 53.60 -1.50
(-2.72%)
OPEN

56.20

HIGH

57.75

LOW

53.00

NSE 00:00 | 20 Jul 53.70 -1.85
(-3.33%)
OPEN

54.80

HIGH

59.80

LOW

53.20

OPEN 56.20
PREVIOUS CLOSE 55.10
VOLUME 54741
52-Week high 118.50
52-Week low 53.00
P/E 7.00
Mkt Cap.(Rs cr) 1,248
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.20
CLOSE 55.10
VOLUME 54741
52-Week high 118.50
52-Week low 53.00
P/E 7.00
Mkt Cap.(Rs cr) 1,248
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 STANDALONE IND-AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind-AS financial statements of HT MediaLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss including the statement of Other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind-AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind-AS) specified undersection 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules 2014 and theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial control that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the Ind-AS financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind-AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the standalone Ind-AS financial statements in accordance with the Standardson Auditing issued by the Institute of Chartered Accountants of India

as specified under Section 143(10) of the Act. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneInd-AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone Ind-AS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind-AS financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind-AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind-AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 312017 its profit including other comprehensive income its cash flows andthe changes in equity for the year ended on that date.

EMPHASIS OF MATTER

We draw attention to Note 29 of the standalone financial statements in respect of theScheme of Arrangement u/s 391-394 of the Companies Act 1956 between the Company and HTDigital Streams Limited (the Scheme) approved by the Hon'ble High Courts of Delhi andPatna. As per the approved scheme the Company has followed the applicable AccountingStandards specified under section 133 of the Companies Act 2013 read with Rule 7 ofCompanies (Accounts) Rules 2014 and other Generally Accepted Accounting Principles as onthe Appointed Date (i.e. March 312016). This is not similar to the accounting as per thecurrently applicable Indian Accounting Standards (Ind-AS) prescribed under Section 133 ofthe Companies Act 2013 read with relevant rules issued thereunder. Our opinion is notqualified in respect to this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account ;

(d) In our opinion the aforesaid standalone Ind-AS financial statements comply withthe Accounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 Companies (Indian Accounting Standards) Rules 2015 asamended;

(e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of section 164 (2) ofthe Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its

standalone Ind-AS financial statements - Refer Note 35(c) to the standalone Ind-ASfinancial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on longterm contracts includingderivative contracts - Refer Note 14 to the standalone Ind-AS financial statements;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company

iv. The Company has provided requisite disclosures in Note 50 to these standaloneInd-AS financial statements as to the holding of Specified Bank Notes on November 8 2016and December 30 2016 as well as dealings in Specified Bank Notes during the period fromNovember 8 2016 to December 30 2016. Based on our audit procedures and relying on themanagement representation regarding the holding and nature of cash transactions includingSpecified Bank Notes we report that these disclosures are in accordance with the books ofaccounts maintained by the Company and as produced to us by the Management.

OTHER MATTER

We did not audit the total assets of ' 18.78 lacs as at March 312017 total revenueof' Nil and net cash inflows amounting to ' 8.34 lacs for the year then ended included inthe accompanying standalone financial statements in respect of HT Media Employee WelfareTrust (‘Trust') not audited by us whose standalone financial statements and otherfinancial information has been audited by other auditor and those report is furnished tous. Our opinion in so far as it relates to the affairs of the trust is based solely onreport of other auditor. Our opinion is not qualified in respect of this matter.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vishal Sharma

Partner

Membership Number: 096766

Place of Signature : New Delhi Date : May192017

ANNEXURE 1 REFERRED TO IN PARAGRAPH ‘REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS' OF OUR REPORT OF EVEN DATE

Re: HT Media Limited (‘the Company')

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of Axed assets.

(i) (b) All Axed assets have not been physically verified

by the management during the year but there is a regular programme of verificationwhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. No material discrepancies were noticed on such verification.

(i) (c) According to the information and explanations

given by the management the title deeds of immovable properties included in propertyplant and equipment are held in the name of the company.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

(iii) (a) According to the information and explanations

given to us the Company has not granted any loans secured or unsecured to companiesfirms Limited Liability Partnerships or other parties covered in the register maintainedunder section 189 of the Companies Act 2013. Accordingly the provisions of clause3(iii)(a) (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 186 of the Companies Act 2013 in respect of investment made havebeen complied with by the company.

In our opinion and according to the information and explanations given to us there areno loans guarantees and securities given in respect of which provisions of section 185 ofthe Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under Section 148(1) of the Companies Act 2013for the products/services of the Company.

(vii) (a) Undisputed statutory dues including provident

fund employees' state insurance income-tax sales-tax service tax duty of customvalue added tax cess and other statutory dues have generally been regularly depositedwith the appropriate authorities though there has been a slight delay in a few cases. Theprovisions relating to excise duty are not applicable to the Company.

(vii) (b) According to the information and explanations given to us no undisputedamounts payable in respect of provident fund employees' state insurance income-taxservice tax sales-tax duty of customs value added tax cess and other statutory dueswere outstanding at the year end for a period of more than six months from the date theybecame payable. The provisions relating to excise duty are not applicable to Company.

(vii) (c) According to the records of the Company the dues outstanding of income-taxand service tax on account of any dispute are as follows:

Name of Statute Nature of Dues Amount (' Lacs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax Demand 389.28 AY 2012-13 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax Demand 17.00 AY 2011-12 Commissioner of Income Tax (Appeals)
FinanceAct 1994 Service Tax Demand 316.67 FY 2005-06 to 2009-10 and 2011-12 Customs Excise and Service Tax Appellate Tribunal

According to the information and explanations given to us there are no dues ofsales-tax wealth tax duty of customs duty of excise value added tax and cess whichhave not been deposited on account of any dispute.

(viii) According to information and explanations given by the management we are of theopinion that the Company has not defaulted in repayment of dues to a financialinstitution bank or government. The

Company did not have any outstanding debentures during the year.

(ix) According to the information and explanations given by the management the Companyhas not raised any money byway of initial public offer / further public offer / debtinstruments and term loans hence reporting under clause (ix) is not applicable to theCompany and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the company or no fraud on the companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management we reportthat the managerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to theCompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related

parties are in compliance with section 177 and 188 of Companies Act 2013 whereapplicable and the details have been disclosed in the notes to the financial statementsas required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vishal Sharma

Partner

Membership Number: 096766

Place of Signature : New Delhi

Date : May 19 2017

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF HT MEDIA LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of HT MediaLimited ("the Company") as of March 31 2017 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired underthe CompaniesAct 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Acompany's internal financial control overfinancial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vishal Sharma

Partner

Membership Number: 096766

Place of Signature : New Delhi

Date : May192017