Your Directors are pleased to present their Report together with the Audited FinancialStatements (Standalone & Consolidated) for the financial year ended on March 31 2021.
Your Company's performance during the financial year ended on March 31 2021 alongwith previous year's figures is summarized below:
| || |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Income ||66428 ||90455 ||66307 ||90455 |
|Earnings before interest tax depreciation and amortization ||12571 ||20800 ||12412 ||20800 |
|(EBITDA) || || || || |
|Less: Depreciation ||3044 ||3066 ||3044 ||3066 |
|Less: Finance cost ||870 ||949 ||870 ||949 |
|Profit before tax ||8657 ||16785 ||8498 ||16785 |
|Less: Tax Expense || || || || |
| Current Tax ||1571 ||2912 ||1571 ||2912 |
| Deferred tax charge/ (Credit) ||(379) ||1976 ||(379) ||1976 |
|Total tax expense/ (credit) ||1192 ||4888 ||1192 ||4888 |
|Profit for the year ||7465 ||11897 ||7306 ||11897 |
|Add: Share of loss of joint venture (net of tax accounted for using equity method) ||- ||- ||(362) ||(267) |
|Profit for the year after share of loss of joint venture ||7465 ||11897 ||6944 ||11630 |
|Add: Other Comprehensive Income (net of tax) || || || || |
|a) Items that will not be re-classified subsequently to profit or loss ||(128) ||(461) ||(128) ||(461) |
|b) Items that will be re-classified subsequently to profit or loss ||235 ||(77) ||235 ||(77) |
|Total Comprehensive Income for the year (Net of tax) ||7572 ||11359 ||7051 ||11092 |
|Opening balance in Retained Earnings ||113090 ||102715 ||112823 ||102715 |
|Add: Profit for the year ||7465 ||11897 ||6944 ||11630 |
|Less: Item of Other Comprehensive Income recognized directly in Retained Earnings || || || || |
|Re-measurement of defined benefit plans (net of tax) ||128 ||461 ||128 ||461 |
|Less: Dividend paid ||- ||881* ||- ||881* |
|Less: Tax on Dividend ||- ||180 ||- ||180 |
|Total Retained Earnings ||120427 ||113090 ||119 639 ||112823 |
* Dividend pertaining to FY-19 declared and paid during FY-20
The country witnessed nationwide lockdown due to the pandemic which adversely impactedthe economy. Consequently your Company's printing and publishing business witnessed asignificant decline in revenue and resultant cash burn during FY-21. In view of theeconomic uncertainty the Board of Directors do not recommend any dividend on the EquityShares of the Company for the financial year ended on March 31 2021.
The Dividend Distribution Policy framed pursuant to Regulation 43A of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") is available on the Company's website at http://www.hmvl.in/pdf/dividend_distribution_policy.pdf.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance and operations of yourCompany for the year under review and future outlook is appearing in Management Discussionand Analysis section which forms part of the Annual Report.
SUBSIDIARY COMPANY AND ASSOCIATE
During the year under review and as at the end of the reporting period your Companyhas one wholly-owned subsidiary company namely HT Noida (Company) Limited (HTNL) and aLimited Liability Partnership namely HT Content Studio LLP (HTCS).
In terms of the applicable provisions of Section 136 of the Companies Act 2013Financial Statements of HTNL and HTCS for the financial year ended on March 312021 are available for inspection at the Company's website athttp://www.hmvl.in/pdf/HT_Noida_Company_ Limited_FY21.pdf andhttp://www.hmvl.in/pdf/HT_Content_ Studio_LLP_Financials_FY21.pdf
A report on the performance and financial position of HTNL and HTCS in the prescribedForm AOC-1 is annexed to the Consolidated Financial Statements and hence is notreproduced here. The Policy for determining Material Subsidiary(ies)' is availableon the Company's website at http://www.hmvl.in/pdf/Policy_for_determining_material_subsidiaries.pdf.
The contribution of HTNL and HTCS to the overall performance of your Company isoutlined in Note no.45 of the Consolidated Financial Statements for the financial yearended March 31 2021.
No Company became or ceased to be subsidiary of the Company during the year underreview.
Your Company has a robust risk management framework to identify evaluate and mitigatebusiness risks. A detailed statement indicating development and implementation of the riskmanagement policy including identification of various elements of risk is appearing inthe Management Discussion and Analysis section which forms part of the Annual Report.
EMPLOYEE STOCK OPTION SCHEME
The Parent Company's HT Group Companies - Employee Stock Option Rules for ListedCompanies' whereunder the Eligible Employees are entitled to grant of option(s) inrelation to the Company's shares is in compliance with the SEBI ESOP Regulation andthere was no change in the same during FY-21. During the year under review no optionswere granted under these Rules.
Voting rights on the shares of the Company held by HT Group Companies - Employee StockOptions Trust were not exercised during FY-21. The information required to be disclosedpursuant to the provisions of the SEBI ESOP Regulation read with SEBI's circular no.CIR/CFD/ POLICY CELL/2/2015 dated June 16 2015 ("SEBI ESOP Regulations") isavailable on the Company's website at http://www.hmvl.in/pdf/HMVL_ESOP_Disclosure_31_Mar_21.pdf. Certificate dated June 17 2021 issued by Statutory Auditor in terms of theSEBI ESOP Regulations is available for inspection by members and any member desirous toinspect the same may send a request to the said effect from his/her registered email ID firstname.lastname@example.org.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Shri Praveen SomeshwarManaging Director (DIN: 01802656) retires by rotation at the ensuing AGM and beingeligible has offered himself for re-appointment. Your Directors commend re-appointment ofShri Praveen Someshwar for approval of the Members at the ensuing AGM.
Brief resume nature of expertise details of directorship held in other companies etc.of Shri Praveen Someshwar who is proposed to be re-appointed at the ensuing AGM and hisshareholding in the Company as stipulated under Secretarial Standard-2 (General Meetings)and Regulation 36 of SEBI Listing Regulations is set-out in the Notice of the ensuingAGM.
The Independent Directors of the Company have confirmed the following:
a) they meet the criteria of independence as prescribed under both the Act and SEBIListing Regulations;
b) they have registered themselves on the data bank of Independent Directors maintainedby Indian Institute of Corporate Affairs;
All the Directors have confirmed adherence to the Company's Code of Conduct'.
Key Managerial Personnel
There was no change in Key Managerial Personnel during the year under review.
In line with the requirements of the Companies Act 2013 and SEBI Listing Regulationsthe Board undertook a formal annual evaluation of its own performance and that of itsCommittees & Directors.
Nomination & Remuneration Committee framed questionnaires for evaluation ofperformance of the Board as a whole Board Committees (viz. Audit Committee Stakeholders'Relationship Committee Corporate Social Responsibility Committee and Nomination &Remuneration Committee); Directors and the Chairperson on various criteria outlined inthe Guidance Note on Board Evaluation' issued by SEBI on January 5 2017.
The Directors were evaluated on various parameters such as value addition todiscussions level of preparedness willingness to appreciate the views of fellowdirectors commitment to processes which include risk management compliance and controlcommitment to all stakeholders (shareholders employees vendors customers etc.)familiarization with relevant aspects of Company's business / activities amongst othermatters. Similarly the Board as a whole was evaluated on parameters which included itscomposition strategic direction focus on governance risk management and financialcontrols.
A summary report of the feedback of Directors on the questionnaire(s) was considered bythe Nomination & Remuneration Committee and the Board of Directors. The Board wouldendeavour to use the outcome of the evaluation process constructively to improve its owneffectiveness and deliver superior performance.
AUDIT & AUDITORS
B S R and Associates Chartered Accountants ("BSR") [Firm RegistrationNo. 128901W] were appointed as Statutory Auditor of the Company for a term of 5 (five)consecutive years at the Annual General Meeting held on September 19 2019.
The report of BSR on Annual Financial Statements (Standalone and Consolidated) for thefinancial year ended on March 31 2021 is an unmodified opinion i.e. it does notcontain any qualification reservation adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board of Directors had appointed M/s. RMG & Associates CompanySecretaries
(Firm Reg. No. P2001DE16100) as Secretarial Auditor to conduct Secretarial Audit forthe financial year 2020-21. The Secretarial Audit Report annexed herewith as "Annexure-A"does not contain any qualification reservation adverse remark or disclaimer.
During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instance of fraud to the Audit Committee pursuant to Section 143(12) ofthe Companies Act 2013 and rules made thereunder and therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All contracts /arrangements /transactions entered into by the Company with relatedparties during the year under review were in ordinary course of business of the Companyand on arms' length terms. The related party transactions were placed before the AuditCommittee for review and/or approval. During the year the Company did not enter into anycontract/ arrangement/transaction with related party which could be considered materialin accordance with the Company's Policy on Materiality of and dealing with RelatedParty Transactions' and accordingly the disclosure of related party transactions in FormAOC-2 is not applicable. The aforesaid Policy is available on the Company's website athttp://www.hmvl.in/pdf/policy_ materiality_dealing_related_party_transactions_2019.pdf.
Reference of Members is invited to Note nos. 34 and 34A of the Standalone FinancialStatements which sets out the related party disclosures as per IND AS-24.
CORPORATE SOCIAL RESPONSIBILITIES
As a responsible corporate citizen your Company is committed to undertake sociallyuseful programmes for welfare and sustainable development of the community at large. TheCorporate Social Responsibility (CSR) Committee of Directors is in place in terms ofSection 135 of the Companies Act 2013. The composition and terms of reference of the CSRCommittee are provided in the Report on Corporate Governance' which forms part ofthis Annual Report. The CSR Committee has formulated and recommended to the Board a CSRPolicy outlining CSR projects/activities to be undertaken by the Company during the yearunder review. The CSR Policy is available on the Company's website athttp://www.hmvl.in/pdf/HMVL_CSR_ POLICY_and_CSR_Schedule.pdf. and there was no change inthe same during the year under review.
The Annual Report on CSR for FY-21 is annexed herewith as "Annexure-B".
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:
i. in the preparation of the annual accounts for the financial year ended on March 312021 the applicable Accounting Standards have been followed and there are no materialdepartures;
ii. such accounting policies have been selected and applied consistently and judgmentsand estimates have been made; that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the profitof the Company for the year ended on March 31 2021;
iii. properandsufficientcarehasbeentakenforthemaintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern' basis;
v. proper internal financial controls were in place and that such internal financialcontrols were adequate and operating effectively; and
vi. systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER THE COMPANIES ACT 2013
Borrowings and Debt Servicing: During the year under review your Company has metall its obligations towards repayment of principal and interest on loans availed.
Particulars of loans given investments made guarantees/ securities given: Detailsof investments made and loans/ guarantees/securities given as applicable are given inNote no. 6A 6B & 45 of the Standalone Financial Statements.
Board Meetings: Yearly calendar of board meetings is prepared and circulated inadvance to the Directors. During the financial year ended on March 31 2021 the Board metfive times on April 29 2020 June 24 2020 July 27 2020 October 26 2020 andJanuary 18 2021. For further details regarding these meetings Members may please referReport on Corporate Governance' which forms part of this Annual Report.
Committees of the Board: At present five standing committees of the Board are inplace viz. Audit Committee Nomination & Remuneration Committee Corporate SocialResponsibility (CSR) Committee Investment & Banking Committee and Stakeholders'Relationship Committee. During the year under review recommendations of these committeeswere accepted by the Board. For further details of the committees of the Board membersmay please refer Report on Corporate Governance' which forms part of this AnnualReport.
Remuneration Policy: The Remuneration Policy of the Company on appointment andremuneration of Directors Key Managerial Personnel (KMP) & Senior Management asprescribed under Section 178(3) of the Companies Act 2013 and SEBI ListingRegulations is available on the Company's website athttp://www.hmvl.in/pdf/Remuneration_Policy. pdf. The Remuneration Policy includes inter-aliacriteria for appointment of Directors KMPs Senior Management Personnel and other coveredemployees their remuneration structure and disclosure(s) in relation thereto. There wasno change in the Remuneration Policy during the year under review.
Vigil Mechanism: The Vigil Mechanism as envisaged in the Companies Act 2013 &rules made thereunder and SEBI Listing Regulations is addressed in the Company's"Whistle Blower Policy". In terms of the Policy directors/employees/stakeholders of the Company may report concerns about unethical behaviour actual orsuspected fraud or any violation of the Company's Code of Conduct and any incident of leakor suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy providesfor adequate safeguards against victimization of the Whistle Blower. The Policy isavailable on the Company's website at http://www.hmvl.in/pdf/Whistle_Blower_Policy_HMVL.pdf.
Particulars of employees and related disclosures: In accordance with the provisionsof Section 197(12) of the Companies Act 2013 and Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of employees'remuneration are set out in "Annexure-C" to this Report.
In terms of the provisions of Section 136(1) of the Companies Act 2013 the Board'sReport is being sent to the Members without this annexure. Members interested in obtainingsuch information may write to the Company Secretary.
Disclosures under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as "Annexure-D".
Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 the Annual Return (Form MGT-7) for FY-20 and FY-21 areavailable on the website of the Company at http://www.hmvl.in/pdf/Annual_Return_FY_20. pdfand http://www.hmvl.in/pdf/Annual_Return_FY_21.pdf.
Conservation of energy technology absorption and foreign exchange earnings &outgo: The information on conservation of energy technology absorption and foreignexchange earnings & outgo is annexed herewith as "Annexure-E".
The Report on Corporate Governance in terms of Regulation 34 of SEBI ListingRegulations forms part of the Annual Report. The certificate issued by CompanySecretary-in-Practice is annexed herewith as "Annexure-F".
BUSINESS RESPONSIBILITY REPORT
In compliance with the provisions of Regulation 34 of SEBI Listing Regulationsthe Business Responsibility Report for financial year ended on March 31 2021 outliningthe initiatives taken by the Company from environmental social and governance perspectiveis annexed herewith as "Annexure-G".
Your Directors state that the Secretarial Standards i.e. SS-1 and SS-2 relating toMeetings of the Board of Directors' and General Meetings' respectively havebeen followed by the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company adheres to a strict policy to ensure the safety of women employees atworkplace. The Company is fully compliant with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and has constitutedan Internal Committee to redress any complaint regarding sexual harassment. The Company'spolicy in this regard is available on the employee intranet portal. The Company conductsregular training sessions for employees and members of Internal Committee and has alsorolled-out an online module for employees to increase awareness. No complaint was reportedduring the year under review.
Your Directors state that no disclosure is required in respect of the followingmatters as there were no transactions/events in relation thereto during the year underreview:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
During the year under review there was no change in the share capital structure of theCompany.
The Company has not transferred any amount to the General Reserve during the year underreview.
No material changes/commitments of the Company have occurred after the end of thefinancial year 2020-21 and till the date of this report which affect the financialposition of your Company.
No significant or material order was passed by Regulators or Courts or Tribunals whichimpact the going concern' status and Company's operations in future.
During the year under review there was no change in the nature of business of theCompany.
The Company is not required to maintain cost records as per Section 148 (1) theCompanies Act 2013.
There was no proceeding initiated/ pending against your Company under the Insolvencyand Bankruptcy Code 2016.
There was no instance of onetime settlement with any Bank or Financial Institution.
INTERNAL FINANCIAL CONTROLS
Your Company has adequate internal financial controls in place with reference to thefinancial statements. The internal control system is supplemented by an extensive programof internal audit and review by the management. The in-house internal audit functionsupported by professional external audit firms conduct on a regular basis comprehensiverisk focused audits and evaluate the effectiveness of the internal control structureacross locations and functions. In addition to the above the Company has developed aninternal financial control framework to periodically review the effectiveness of controlslaid down across all critical processes. The Company has set-up an online compliancemanagement tool with a centralized repository to cater to the statutory compliancerequirements.
Your Directors place on record their sincere appreciation for the co-operation extendedby all stakeholders including government authorities readers advertisers customersshareholders investors banks vendors and suppliers. Your Directors also place on recordtheir deep appreciation of the committed services of the executives and employees of theCompany.
| ||For and on behalf of the Board |
| ||(Shobhana Bhartia) |
|Place: New Delhi ||Chairperson |
|Date: June 17 2021 ||DIN: 00020648 |