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H T Media Ltd.

BSE: 532662 Sector: Media
NSE: HTMEDIA ISIN Code: INE501G01024
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OPEN 16.50
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VOLUME 4614
52-Week high 44.56
52-Week low 13.85
P/E
Mkt Cap.(Rs cr) 383
Buy Price 16.25
Buy Qty 100.00
Sell Price 16.90
Sell Qty 34.00
OPEN 16.50
CLOSE 16.74
VOLUME 4614
52-Week high 44.56
52-Week low 13.85
P/E
Mkt Cap.(Rs cr) 383
Buy Price 16.25
Buy Qty 100.00
Sell Price 16.90
Sell Qty 34.00

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

1. We have audited the accompanying standalone financial statements of HT Media Limited("the Company") which comprise the balance sheet as at MarcRs. 31 2019 thestatement of Profit and Loss (including Other Comprehensive Income) statement of changesin equity statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at MarcRs. 31 2019 total comprehensive income(comprising of loss and other comprehensive income) changes in equity and its cash flowsfor the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Emphasis of Matter

4. We draw attention to Note 52 of the financial statements in respect to arrangementbetween HT Media Limited and Digicontent Limited and their respective shareholders andcreditors under section 100 to 104 of the Companies Act 1956 along with section 52 of theCompanies Act 2013 and section 391 to 394 of the Companies Act 1956 read with theCompanies (Court) Rules 1959 sanctioned by the Hon’ble National Company LawTribunal. The Scheme inter-alia envisages demerger of Entertainment and DigitalInnovation business of HT Media Limited (Demerged Company) including strategic investmentand vesting thereof into Digicontent Limited (Resulting Company) w.e.f. closing businesshours of MarcRs. 31 2018 (the Appointed Date) as compared to the effective date as perthe applicable Indian Accounting Standards (Ind-AS) prescribed under Section 133 of theCompanies Act 2013 read with relevant rules issued thereunder.

Our opinion is not modified in respect of above matter.

Key audit matters

5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Assessment of valuation of Investment Properties In relation to assessing the appropriateness of valuation of investment properties we performed audit procedures including the following:
Refer to note no. 4 to the financial statements and significant accounting policies. Understood from the management and tested the design and operating effectiveness of key controls relating to assessment of impairment triggers and recoverable values of investment properties (including under construction properties).
The Company’s investment properties are carried at RS. 425 crores as at MarcRs. 31 2019 and an impairment of RS. 44 crores has been recognized in the Statement of Profit or Loss for the year ended MarcRs. 31 2019. The Company’s investment properties portfolio consists of residential buildings and commercial projects located in India. The portfolio consists of properties which are fully constructed as well as under construction. Assessed the competence objectivity and capabilities of the valuers engaged by management. Discussed the scope of their work and reviewed the terms of their engagements for unusual terms or fee arrangements.
There are significant judgements and estimates to be made in relation to the valuation of the Company’s investment properties mainly pertaining to identification of comparable transactions determination of rate per square foot area of the investment properties adjustment factor and adjusted rate per square foot computed thereon. Compared historical valuations against current year valuations and noted that the movements appear to be in line with overall shifts in the market.
All properties are externally valued by an independent valuation expert on a half yearly basis in accordance with the ICAI Valuation Standards 2018 to determine the fair value. Discussed with Management the specifics of selected individual properties including amongst other things any new leases entered into during the year expiry of leases capital expenditure incurred and vacancy rates.
We focused on this matter because of the: Verified on sample basis the physical existence and progress of the construction.
Relative size of the investment property balances in the financial statement. Involved auditor’s valuation experts to compare the valuations of individual properties provided to us by Management with our independently formed market expectations to identify any differences. In this regard we used evidence of comparable market transactions and focused in particular on properties where the growth in capital values was higher or lower than our expectations based on market indices.
Inherently subjective nature of investment property valuations (including those related to impairment assessment) due to the use of assumptions in the valuation methodology. Sensitivity of valuations to key input assumptions. The underlying property records were assessed by us for reliability by way of verification of sale/purchase contracts.
We inspected the final valuation reports and agreed the fair value to the Company’s accounting records.
Tested management’s analysis of identifying triggers for impairment.
Examined the Company’s calculation of impairment charge with the underlying accounting records and supporting documents.
Testing the adequacy of disclosures made in the financial statements.
Based on the above procedures performed we did not find any significant exceptions in the valuation of investment properties by the Management.

Other Information

6. The Company’s Board of Directors is responsible for the other information. Theother information comprises the information included in the annual report but does notinclude the financial statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financialstatements

7. The Company’s Board of Directors is responsible for the matters stated insection 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

8. In preparing the financial statements management is responsible for assessing theCompany’s ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. Those Board of Directors are also responsible for overseeing theCompany’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

9. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor’s report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

10. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However future events or conditions may cause theCompany to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

11. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

12. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

13. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor’s report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matter

14. We did not audit total assets of RS. 81 lakhs as at MarcRs. 31

2019 and total revenues of H Nil for the year then ended included in the accompanyingstandalone financial statements in respect to HT Media Employee Welfare Trust not auditedby us whose financial information has been audited by another auditor and whose reporthas been furnished to us. Our opinion on the standalone financial statements to theextent they have been derived from such standalone financial statements is based solely onthe report of such other auditor.

Report on other legal and regulatory requirements

15. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

16. 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 purposes 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 the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as onMarcRs. 31 2019 taken on record by the Board of Directors none of the directors isdisqualified as on MarcRs. 31 2019 from being appointed as a director in terms of Section164 (2) of the 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 B". g) With respect to the other matters to beincluded in the Auditor’s Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer Note 35 (c) to the financial statements;

ii. The Company has long-term contracts including derivative contracts as at MarcRs.31 2019 for which there were no material foreseeable losses.

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

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended MarcRs. 31 2019

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Anupam Dhawan
Place: New Delhi Partner
Date: May 10 2019 Membership Number: 084451

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragrapRs. 15 of the Independent Auditors’ Report of even date tothe members of HT Media Limited on the standalone financial statements as of and for theyear ended MarcRs. 31 2019

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe Management during the year and no material discrepancies have been noticed on suchverification.

(c) The title deeds of immovable properties as disclosed in Note 3 on fixed assets tothe financial statements are held in the name of the Company.

ii. The physical verification of inventory have been conducted at reasonable intervalsby the Management during the year. The discrepancies noticed on physical verification ofinventory as compared to book records were not material.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its radio business.

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 and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees’ state insuranceincome tax cess goods and service tax and other material statutory dues as applicablewith the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of sales-tax duty of customs duty of excisevalue added tax goods and service tax which have not been deposited on account of anydispute. The particulars of dues of income tax and service tax as at MarcRs. 31 2019which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in lacs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax Demand 58 AY 2016-17 Commissioner of Income tax (Appeals)
Income Tax Act 1961 Income Tax Demand 53 AY 2010-11 to 2012-13 Income Tax Appellate Tribunal/ High court/ Assessing officer for fresh adjudication
Finance Act 1994 Service Tax Demand 61 FY 2005-06 to 2009-10 and 2011-12 Supreme Court of India

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government as at MarcRs. 31 2019. The Company didnot have any outstanding debentures as at MarcRs. 31 2019.

ix. In our opinion and according to the information and explanations given to us themoneys raised by way of term loans have been applied for the purposes for which they wereobtained. The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments).

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Anupam Dhawan
Place: New Delhi Partner
Date: May 10 2019 Membership Number: 084451

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragrapRs. 16 (f) of the Independent Auditors’ Report of even dateto the members of HT Media Limited on the standalone financial statements for the yearended MarcRs. 31 2019.

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of HT Media Limited ("the Company") as of MarcRs. 31 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor’sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company’s internal financial controls with reference to financial statementsis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internalfinancial controls with reference to financial statements includes those policies andprocedures 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 as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company’s assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarcRs. 31 2019 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.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Anupam Dhawan
Place: New Delhi Partner
Date: May 10 2019 Membership Number: 084451