BOARD’S REPORT Dear Shareholders, Your Directors are pleased to present the 13th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2015. DIVIDEND Your Directors are pleased to recommend a dividend of Rs. 0.40 per Equity Share of Rs. 2/- each i.e. @ 20% (previous year – Rs. 0.40 per Equity Share of Rs. 2/- each i.e. @ 20%), for the financial year ended on March 31, 2015; and seek your approval for the same. The proposed dividend payment, including Corporate Dividend Distribution Tax, would entail a gross outflow of Rs. 11.21 crore (previous year Rs. 10.89 crore). COMPANY PERFORMANCE AND FUTURE OUTLOOK A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion and Analysis section, which forms part of the Annual Report. RISK MANAGEMENT Your Company has a robust Business Risk Management framework to identify, evaluate and mitigate business risks. A systematic risk assessment & mitigation process is followed, for which a comprehensive Risk Management Policy has been framed. The Risk Management Policy describes the scope, objectives, processes as well as roles and responsibilities of various functions. The risks are periodically reviewed keeping in view the changing economic and business environment. EMPLOYEE STOCK OPTION SCHEME The information required to be disclosed pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Companies Act, 2013, is annexed herewith as Annexure “A”. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review, HT Music & Entertainment Company Limited (wholly-owned subsidiary company) acquired the radio business undertaking comprising of a FM Radio License in Chennai of some other licenseholder, pursuant to a Scheme of Restructuring u/s 391-394 of the Companies Act, 1956. A report on the performance and financial position of each of the subsidiaries, associates and joint venture company as per the provisions of Companies Act, 2013 in prescribed form AOC-1 is provided as an annexure to the consolidated financial statements and hence, not repeated here. The ‘Policy for determining Material Subsidiary(ies)’ as approved by the Board of Directors is available on the Company’s website viz., www.htmedia.in. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013, Shri Priyavrat Bhartia, Director, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment by the Members at the ensuing AGM. During the year under review, Shri K.N. Memani, Shri N.K. Singh, Shri Ajay Relan and Dr. Mukesh Aghi were appointed as Independent Directors not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term up to March 31, 2019. Further, Shri Rajiv Verma was re-appointed as a Whole-time Director of the Company (designated as CEO) for a period of five years w.e.f. April 1, 2014. All Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. During the year under review Dr. Mukesh Aghi, Non-executive Independent Director tendered resignation from the Board of Directors of the Company w.e.f. March 23, 2015. The Board places on record its sincere appreciation for the valuable contribution made by Dr. Mukesh Aghi during his tenure on the Board of Directors of the Company. Also, Shri Priyavrat Bhartia relinquished office of Whole-time Director of the Company w.e.f. March 23, 2015, but continuing as a Non-executive Director. Appointment of Key Managerial Personnel: During the year under review, Shri Rajiv Verma, Chief Executive Officer; Shri Piyush Gupta, Group Chief Financial Officer; Shri Dinesh Mittal, Group General Counsel and Company Secretary who were already working with the Company in their respective positions, were appointed as Key Managerial Personnel under the provisions of the Companies Act, 2013. PERFORMANCE EVALUATION The Board undertook the initiative to conduct a formal evaluation of its own performance and that of its committees & individual Directors. The Nomination & Remuneration Committee led the evaluation process. The Independent Directors reviewed the performance of non-independent Directors, the Chairperson and the Board as a whole. Structured questionnaire(s) were devised to facilitate the evaluation process. The Board would use the results of the evaluation process constructively to improve its effectiveness, optimize individual strength of Directors and deliver performance & overall growth for the Company. AUDITORS Statutory Auditors The members of the Company in their Annual General Meeting (AGM) held on September 16, 2014 appointed S.R. Batliboi & Co. LLP, as Statutory Auditors of the Company to hold office from the conclusion of that AGM, till the conclusion of the AGM to be held in the calendar year 2016, subject to the ratification of their appointment at the AGM to be held in the calendar year 2015. In terms of the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, it is proposed to ratify the appointment of S.R. Batliboi & Co. LLP, as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the calendar year 2016. The Company has received a certificate from S.R. Batliboi & Co. LLP, to the effect that the ratification of their appointment as Statutory Auditors shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed Shri Arun Kumar Soni, Company Secretaryin- practice (C.P. No. 1726), as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure “B”. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. RELATED PARTY TRANSACTIONS All contracts/arrangements/transactions entered by the Company with related parties during the year under review, were on arms’ length basis. Further, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on ‘Materiality of and dealing with Related Party Transactions’ is uploaded on the Company’s website viz., www.htmedia.in. Your Directors invite attention of the members to Note 38 of the standalone financial statements which sets out the related party disclosures as per Accounting Standard -18. CORPORATE SOCIAL RESPONSIBILTY The Company has a duly constituted Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013. As on March 31, 2015 the CSR Committee comprised of three directors viz. Smt. Shobhana Bhartia, Chairperson, Shri N.K. Singh and Shri Priyavrat Bhartia. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company is available on the Company’s website viz. www.htmedia.in. The Annual Report on CSR activities during FY-15 is annexed herewith as Annexure “C”. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act, 2013, your Directors report that: i. in the preparation of the annual accounts for the financial year ended on March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures; ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015; and of the profit of the Company for the year ended on that date; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets 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. internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and vi. proper systems have been devised to ensure compliance with the provisions of all applicable 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 met all its obligations towards repayment of principal and interest on loans availed. Particulars of Loans given, Investments made and Guarantees/ Securities given: The details of loans given, investments made and guarantees/securities given as applicable, form part of the notes to the financial statements. Board Meetings: During the financial year ended on March 31, 2015, the Board met four times on May 9, 2014, July 25, 2014, October 17, 2014 and February 13, 2015.For further details, members may please refer Report on Corporate Governance section. Committees of the Board: Currently, the Board has eight standing committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Banking and Finance Committee, Investment Committee, Stakeholder’s Relationship Committee, Risk Management Committee and Committee constituted under Clause 41 of the Listing Agreement. A detailed note on the Board and its Committees is provided under the Report on Corporate Governance section. Remuneration Policy: The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. Vigil Mechanism: The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to provide opportunity to Directors/Employees/ Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud by any Director and/or Employee of the Company or any violation of the Code of Conduct. Further during the year under review, no case was reported under the Vigil Mechanism. Particulars of Employees and Related Disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure “D” to this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the shareholders without this annexure. However, the same is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of ensuing Annual General Meeting. Members interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure “E”. Extract of Annual Return: Extract of the Annual Return of the Company (in form MGT-9) is annexed herewith as Annexure “F”. Corporate Governance Report: The Report on Corporate Governance in terms of Clause 49 of the Listing Agreement, forms part of the Annual Report. The certificate issued by a Company Secretary-in-Practice, in terms of the requirements of the Listing Agreement is annexed herewith as Annexure “G”. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure “H”. GENERAL Your Directors state that no disclosure is required in respect of the following matters as there was no transaction in relation thereto, during the year under review: 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 sweat equity shares to employees of the Company. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern’ status and Company’s operations in future. No material changes/commitments affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report. Your Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, advertisers, browsers, listeners, customers, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company. For and on behalf of the Board (Shobhana Bhartia) Chairperson & Editorial Director DIN: 00020648 Place: New Delhi Date: May 15, 2015 |