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H T Media Ltd

BSE Code : 532662 | NSE Symbol : HTMEDIA | ISIN:INE501G01024| SECTOR : Media - Print/Television/Radio |

NSE BSE
 
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14.00

0.00 0.00 Volume 280564

28-Oct-2020 EOD

Prev. Close

14.00

Open Price

14.55

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 14.55 - 13.65

52 wk High/Low 22.95 - 7.60

Key Stats

MARKET CAP (RS CR) 317
P/E 0
BOOK VALUE (RS) 58.3484211
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 0.233425339421909
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 100
4

News & Announcements

23-Oct-2020

H T Media Ltd - Compliance Certificate Under Regulation 7(3) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (SEBI LODR)

19-Oct-2020

H T Media Ltd - HT Media Limited - Other General Purpose

16-Oct-2020

H T Media Ltd - Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018

16-Oct-2020

H T Media Ltd - Statement Of Investor Complaints For The Quarter Ended September 2020

28-Aug-2020

HT Media to hold AGM

18-Jul-2020

HT Media to convene board meeting

18-Jun-2020

HT Media to conduct board meeting

31-Dec-2019

H T Media director resigns

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
3rd Rock Multimedia Ltd 532066 3RDROCK
52 Weeks Entertainment Ltd 531925
Aastha Broadcasting Network Ltd 503673
AMGF Intercorp Ltd 40267
Asian Films Production & Distribution Ltd 532047
B A G Films & Media Ltd 532507 BAGFILMS
Baba Arts Ltd 532380
Balaji Telefilms Ltd 532382 BALAJITELE
BGIL Films & Technologies Ltd 511664
BMB Music & Magnetics Ltd 531420
Bodhi Tree Multimedia Ltd 535366 BTML
Broadcast Initiatives Ltd 532816 BROADCAST
CDI International Ltd 526141 COMPACDISC
Channel Nine Entertainment Ltd 535142
Cineline India Ltd 532807 CINELINE
Cinemax India Ltd(Merged) 534711 CINEMAXIN
Cinerad Communications Ltd 530457
Cinevista Ltd 532324 CINEVISTA
City Pulse Multiplex Ltd 542727
Colorchips New Media Ltd 540023
Creative Eye Ltd 532392 CREATIVEYE
Credence Sound & Vision Ltd 526741
Crest Animation Studios Ltd 526785 CRESTANI
Cyber Media (India) Ltd 532640 CYBERMEDIA
D B Corp Ltd 533151 DBCORP
Deccan Chronicle Holdings Ltd 532608 DCHL
Den Networks Ltd 533137 DEN
Digicontent Ltd 542685 DGCONTENT
Diksat Transworld Ltd 540151
Diligent Media Corporation Ltd 540789 DNAMEDIA
Dish TV India Ltd 532839 DISHTV
Divine Entertainment Ltd 531907
Divine Multimedia (India) Ltd 523810
DQ Entertainment International Ltd 533176 DQE
DSJ Communication Ltd 526677 DALALSTCOM
Eduexel Infotainment Ltd 526483
Entertainment Network (India) Ltd 532700 ENIL
Eros International Media Ltd 533261 EROSMEDIA
ETC Networks Ltd (Merged) 506156 ETCNETWORK
ETC Networks Ltd(merged) 532615 ETCNET
Fame India Ltd(Merged) 532631 FAME
Fast Track Entertainment Ltd 532084
Filmcity Media Ltd 531486
G V Films Ltd 523277
Galaxy Cloud Kitchens Ltd 506186
Ganesh Films India Ltd 541703
Giriraj Entertainment Ltd 532037
Global Films & Broadcasting Ltd 531660
Goldfish Entertainment Ltd 531251
Gradiente Infotainment Ltd 590126
GTPL Hathway Ltd 540602 GTPL
Hathway Bhawani Cabletel & Datacom Ltd 509073
Hathway Cable & Datacom Ltd 533162 HATHWAY
Hindustan Media Ventures Ltd 533217 HMVL
Inhouse Productions Ltd 526610
Inox Leisure Ltd 532706 INOXLEISUR
Jagran Prakashan Ltd 532705 JAGRAN
Jain Studios Ltd 532033 JAINSTUDIO
Jump Networks Ltd 531337 JUMPNET
Khyati Multimedia Entertainment Ltd 531692
Koffee Break Pictures Ltd 531602
Kohinoor Broadcasting Corporation Ltd 531366
Kome-on Communication Ltd 539910
KSS Ltd 532081 KSERASERA
Landmarc Leisure Corporation Ltd 532275
Lila Worldwide Ltd 531894 VATSMUSC
Madhya Pradesh Today Media Ltd 535009 MPTODAY
Media Matrix Worldwide Ltd 512267 MMWL
Mediaone Global Entertainment Ltd 503685
Midvalley Entertainment Ltd 533310
Moving Picture Company (I) Ltd 590011
Mukta Arts Ltd 532357 MUKTAARTS
Music Broadcast Ltd 540366 RADIOCITY
New Delhi Television Ltd 532529 NDTV
Next Mediaworks Ltd 532416 NEXTMEDIA
Nextgen Animation Mediaa Ltd 532999
Nine Media & Information Services Ltd 531150
NxtDigital Ltd 500189 NXTDIGITAL
Odyssey Video Communications Ltd 517465
Orient Tradelink Ltd 531512
Ortel Communications Ltd 539015 ORTEL
P. B. Films Ltd 539352
Padmalaya Telefilms Ltd 532350 PADMALAYAT
Panorama Studios International Ltd 539469
Pentamedia Graphics Ltd 500329 PENTSFWARE
Picturehouse Media Ltd 532355
Pooja Entertainment & Films Ltd 532011
Prime Focus Ltd 532748 PFOCUS
Pritish Nandy Communications Ltd 532387 PNC
Purple Entertainment Ltd 540159
PVR Ltd 532689 PVR
Pyramid Saimira Theatre Ltd 532791 PSTL
Radaan Mediaworks (I) Ltd 590070 RADAAN
Radan Multimedia Ltd 523451
Raj Television Network Ltd 532826 RAJTV
Reliance Broadcast Network Ltd 533143 RBN
Reliance MediaWorks Ltd 532399 RELMEDIA
SAB Events & Governance Now Media Ltd 540081 SABEVENTS
Sadhna Broadcast Ltd 540821
Sagar Productions Ltd 532092
Sahara One Media and Entertainment Ltd 503691
Sai Television Ltd 521321 SAITELE
Sambhaav Media Ltd 511630 SAMBHAAV
Saregama India Ltd 532163 SAREGAMA
SDC Techmedia Ltd 535647
Sea TV Network Ltd 533268
Shalimar Productions Ltd 512499
Shemaroo Entertainment Ltd 538685 SHEMAROO
Shree Ashtavinayak Cine Vision Ltd 532793 SHREEASHTA
Sibar Media & Entertainment Ltd 532353
Silly Monks Entertainment Ltd 535043 SILLYMONKS
Siti Networks Ltd 532795 SITINET
Sowbhagya Media Ltd 532025
Spicy Entertainment & Media Ltd 540084
Sri Adhikari Brothers Television Network Ltd 530943 SABTN
Srishti Video Corp Ltd 517366 SRISHTIVID
SRS Ltd 533569 SRSLTD
Sun TV Network Ltd 532733 SUNTV
T.V. Today Network Ltd 532515 TVTODAY
Television Eighteen India Ltd (Merged) 532299 TV-18
Thinkink Picturez Ltd 539310
Tips Industries Ltd 532375 TIPSINDLTD
Trilogic Digital Media Ltd 531712
TV Vision Ltd 540083 TVVISION
TV18 Broadcast Ltd 532800 TV18BRDCST
UFO Moviez India Ltd 539141 UFO
Unistar Multimedia Ltd 532035
Universal Arts Ltd 532378
Universal Media Network Ltd 531790
UTV Software Communications Ltd 532619 UTVSOF
V R Films & Studios Ltd 542654
Veronica Production Ltd 531695
Via Media India Ltd 526759
Vision Cinemas Ltd 526441
Vision Corporation Ltd 531668
Zee Entertainment Enterprises Ltd 505537 ZEEL
Zee Media Corporation Ltd 532794 ZEEMEDIA

Share Holding

Category No. of shares Percentage
Total Foreign 12490064 5.37
Total Institutions 11152348 4.79
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 5245137 2.25
Total Promoters 161777093 69.51
Total Public & others 42083672 18.08
Total 232748314 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About H T Media Ltd

HT Media Ltd is India's second largest print media company in terms of circulation of daily newspaper. Their flagship brand, Hindustan Times is one of the most well recognized media brands in India. The company is the subsidiary of the Hindustan Times Ltd. The company following subsidairies company:Hindustan Media Vebture Limited, HT Music and Enternainment Company Limited, HT Burda media Limited, HT Digital media Holding Limited,HT GlobalEducation, HT Education Limited, ED world Priviate limited, HT Media Ltd was incorporated on December 3, 2002 as a going concern basis. With effect from July 1, 2003, the media business comprising of the entire printing and publishing undertakings of HTL expect the Printing Business at New Delhi was transferred to the HT Media Ltd. Due to this transfer, Searchlight Publishing House Ltd became a subsidiary of HT Media Ltd. The printing undertaking of HTL at New Delhi was subsequently acquired by the company through a separate agreement on October 2, 2004. In Feb 2007, HT Media entered into an equal partner joint venture with Bennett Coleman & Co Ltd for launching a daily tabloid named 'Metro Now' targeted towards the youth in the city of Delhi. In February 2007, the company entered the business news genre with the launch of the business newspaper 'Mint' in Delhi and Mumbai in association with The Wall Street journal. Along with the business paper, they also launched a website viz. Livemint.com which has potential of becoming a fully integrated finance portal offering news, stock quotes, alerts, share trading platforms etc. HT Media also entered the Radio segment with the channel 'Fever 104' FM in association with Virgin Radio, UK. The FM radio channel was launched through one of the subsidiary companies in Delhi on November 2006, in Mumbai on January 2007 and in Bangalore on March 2007. HT Media was awarded World Young reader prize in the Special Mention Category for the year 2006 and World Young reader prize in the Public Service Category Jury Commendation for the year 2007 by the World Association of Newspaper, France. During the year 2007-08, the company acquired two commercial printing machines (Baker Perkins) and commissioned at Noida and Navi Mumbai. They incorporated Firefly e-Ventures Ltd (incorporated as Medialab Web Solutions Ltd) and Hindustan Media Ltd as subsidiaries of the company. In January 2008, the company launched FM radio channel, Fever 104 in Kolkata. In March 2008, Mint started circulation in Chandigarh and Pune. In April 2008, the company's wholly owned subsidiary, Firefly c-Ventures Ltd launched a new job portal, namely, www.shine.com. In April 21, 2008, the company launched their Hindi daily newspaper, namely, 'Hindustan', at Chandigarh, Mohali and other parts of Punjab. In May 4, 2008, they launched their Hindi daily at Aligarh in Uttar Pradesh. In May 23, 2008, they commenced printing of their Hindi daily newspaper at Dehradun. During the year 2008-09, the company commenced printing of Hindustan Times at Kanpur. They also undertook trial-runs for their state-of-the-art printing facility in Mumbai. The company entered into a joint venture agreement with German media group Burda Druck GmbH and incorporated HT Burda, for undertaking third party printing by Rotogravure technology and pre-press work. The company acquired Radio business of HT Music and Entertainment Company Limited with effect from January 1, 2009 which is engaged into the business of providing entertainment, radio broadcast and all other related activities through its Radio Stations operating under the brand name 'Fever 104' in cities of Delhi, Mumbai, Kolkata and Bangalore. During the year, the company's subsidiary HT Digital Media Holdings Ltd incorporated a subsidiary company namely, HT Mobile Solutions Ltd for undertaking mobile marketing solutions. HT Mobile is 65:35 joint venture between HT Digital and Velti PLC, a company incorporated in UK and a world-renowned leader in mobile marketing and mobile advertising technologies. In May 25, 2009, the company launched 'Mint', the English Business newspaper in Kolkata and in July 13, 2009, they launched 'Mint' at Chennai. With this launch, 'Mint' has a national footprint. In October 10, 2009, the company commissioned the printing facilities at Bareilly and commenced printing of their Hindi newspaper 'Hindustan'. The company sold their Hindi business comprising of Hindi daily newspaper, 'Hindustan' including 'Ravivasriya Hindustan'; magazines 'Nandan' and 'Kadambini'; and internet portals of the said publications on a slump sale to Hindustan Media Ventures Ltd, a subsidiary company with effect from December 1, 2009. In the year 2010, the company Joint venture 50:50 with Benett Coleman & Co., was printing and publishing 'hyper-local' newspaper in Delhi & NCR. In recent years the company has added new businss like Radio, Online, Events and marketing solution. In the year 2011, the company restructuring following the demerger of Hindustan Business undertaking into Hindustan Media Ventures Limited (HMVL). The company focus on high growth areas of classified as automobiles, FMCG, education and realestates. In the year 2012, the company 50:50 joint venture with Indian Education Services Priviate Limited (IESPL), the company has, so far, invested Rs 1,500 Lacs in the equity capital of IESPL. HT Media has grow into a diversified media company and plans to consolidated grow on the back of a well balanced portfolio.

H T Media Ltd Chairman Speech

Dear Shareholders,

The Indian economy witnessed slowing of growth to 6.8% in FY’19, although its fundamentals continued to remain strong, and it remained the fastest growing major economy in the world. The country’s GDP is expected to grow at 7.3% in FY’20. The Media & Entertainment (M&E) industry too is expected to grow at a rapid pace – a CAGR of 12% between 2018 and 2021 to emerge as the second fastest growing advertising market in Asia, according to EY M&E Report .

All segments of the media business are set to grow, but to tap this growth, we at HT Media Ltd, have to leverage our strengths – a legacy of trust and credibility; a focus on people and processes; and a presence across platforms and also content-genres.

I am happy to present to you HT Media’s Annual Report for FY’19, a year when we coped well with slowing growth in advertising revenue, volatile input prices, and an unfavourable exchange rate for most part – even as we pursued opportunities with an eye on the future.

In Print, Hindustan Times (HT), our English daily continues to assert its dominance, maintaining its primacy in Delhi and the larger National Capital Region, and second position in Mumbai. Our Hindi daily, Hindustan has been growing steadily and now has almost 54.7 million readers. It is an important voice in Delhi, Bihar, Jharkhand, Uttar Pradesh, and Uttarakhand. Mint, our business daily, is widely recognized as the best provider of insights and analysis on Indian business and the economy. The entire newspaper industry bore the impact of sharp appreciation in newsprint prices, which hurt profitability.

In Radio, Fever FM has recorded strong revenue growth and improved its profitability. Our second brand, Radio Nasha, continues to be the preferred destination for retro music listeners in Delhi and Mumbai. We continue to strengthen our presence in the space through organic and inorganic avenues to create value for shareholders.

Our performance has been powered by our people and I am proud of every member of the HT Media family, whose passion, drive and integrity, has propelled the organisation to newer heights. The unique mix of youth and experience that characterizes our workforce has created opportunities for growth. This, in turn, has provided our employees with ample opportunities to grow their knowledge, skills and abilities. We are also proud of the diversity of our workforce. HT Media is an equal opportunity employer, and remains one of the best companies to work for in the media space.

As we move ahead, we have a clear plan for FY’20. We plan to engage much more with our readers and advertisers and grow our events portfolio. The environment looks set to be conducive too - we expect tailwinds from the upcoming Lok Sabha elections and the benefit of the increase in DAVP advertising rates as well as softening newsprint prices. The corporate sector too is likely to do well in terms of earnings growth and this will help the advertising side of our business. We also plan to derive benefits from the new geography-focused structure which we have put in place.

The sole aim of our portfolio of offerings is to create value for our stakeholders, including customers. We shall continue to focus relentlessly on product quality, drive circulation and revenue, and grow both our share of mind and share of revenue. On behalf of the entire leadership team, I would like to thank our employees for their unswerving support, shareholders for their co-operation and faith, and the Board of Directors for their strategic guidance to steer the organisation towards sustainable long-term growth.

Warm regards,

Shobhana Bhartia

Chairperson and Editorial Director

   

H T Media Ltd Company History

HT Media Ltd is India's second largest print media company in terms of circulation of daily newspaper. Their flagship brand, Hindustan Times is one of the most well recognized media brands in India. The company is the subsidiary of the Hindustan Times Ltd. The company following subsidairies company:Hindustan Media Vebture Limited, HT Music and Enternainment Company Limited, HT Burda media Limited, HT Digital media Holding Limited,HT GlobalEducation, HT Education Limited, ED world Priviate limited, HT Media Ltd was incorporated on December 3, 2002 as a going concern basis. With effect from July 1, 2003, the media business comprising of the entire printing and publishing undertakings of HTL expect the Printing Business at New Delhi was transferred to the HT Media Ltd. Due to this transfer, Searchlight Publishing House Ltd became a subsidiary of HT Media Ltd. The printing undertaking of HTL at New Delhi was subsequently acquired by the company through a separate agreement on October 2, 2004. In Feb 2007, HT Media entered into an equal partner joint venture with Bennett Coleman & Co Ltd for launching a daily tabloid named 'Metro Now' targeted towards the youth in the city of Delhi. In February 2007, the company entered the business news genre with the launch of the business newspaper 'Mint' in Delhi and Mumbai in association with The Wall Street journal. Along with the business paper, they also launched a website viz. Livemint.com which has potential of becoming a fully integrated finance portal offering news, stock quotes, alerts, share trading platforms etc. HT Media also entered the Radio segment with the channel 'Fever 104' FM in association with Virgin Radio, UK. The FM radio channel was launched through one of the subsidiary companies in Delhi on November 2006, in Mumbai on January 2007 and in Bangalore on March 2007. HT Media was awarded World Young reader prize in the Special Mention Category for the year 2006 and World Young reader prize in the Public Service Category Jury Commendation for the year 2007 by the World Association of Newspaper, France. During the year 2007-08, the company acquired two commercial printing machines (Baker Perkins) and commissioned at Noida and Navi Mumbai. They incorporated Firefly e-Ventures Ltd (incorporated as Medialab Web Solutions Ltd) and Hindustan Media Ltd as subsidiaries of the company. In January 2008, the company launched FM radio channel, Fever 104 in Kolkata. In March 2008, Mint started circulation in Chandigarh and Pune. In April 2008, the company's wholly owned subsidiary, Firefly c-Ventures Ltd launched a new job portal, namely, www.shine.com. In April 21, 2008, the company launched their Hindi daily newspaper, namely, 'Hindustan', at Chandigarh, Mohali and other parts of Punjab. In May 4, 2008, they launched their Hindi daily at Aligarh in Uttar Pradesh. In May 23, 2008, they commenced printing of their Hindi daily newspaper at Dehradun. During the year 2008-09, the company commenced printing of Hindustan Times at Kanpur. They also undertook trial-runs for their state-of-the-art printing facility in Mumbai. The company entered into a joint venture agreement with German media group Burda Druck GmbH and incorporated HT Burda, for undertaking third party printing by Rotogravure technology and pre-press work. The company acquired Radio business of HT Music and Entertainment Company Limited with effect from January 1, 2009 which is engaged into the business of providing entertainment, radio broadcast and all other related activities through its Radio Stations operating under the brand name 'Fever 104' in cities of Delhi, Mumbai, Kolkata and Bangalore. During the year, the company's subsidiary HT Digital Media Holdings Ltd incorporated a subsidiary company namely, HT Mobile Solutions Ltd for undertaking mobile marketing solutions. HT Mobile is 65:35 joint venture between HT Digital and Velti PLC, a company incorporated in UK and a world-renowned leader in mobile marketing and mobile advertising technologies. In May 25, 2009, the company launched 'Mint', the English Business newspaper in Kolkata and in July 13, 2009, they launched 'Mint' at Chennai. With this launch, 'Mint' has a national footprint. In October 10, 2009, the company commissioned the printing facilities at Bareilly and commenced printing of their Hindi newspaper 'Hindustan'. The company sold their Hindi business comprising of Hindi daily newspaper, 'Hindustan' including 'Ravivasriya Hindustan'; magazines 'Nandan' and 'Kadambini'; and internet portals of the said publications on a slump sale to Hindustan Media Ventures Ltd, a subsidiary company with effect from December 1, 2009. In the year 2010, the company Joint venture 50:50 with Benett Coleman & Co., was printing and publishing 'hyper-local' newspaper in Delhi & NCR. In recent years the company has added new businss like Radio, Online, Events and marketing solution. In the year 2011, the company restructuring following the demerger of Hindustan Business undertaking into Hindustan Media Ventures Limited (HMVL). The company focus on high growth areas of classified as automobiles, FMCG, education and realestates. In the year 2012, the company 50:50 joint venture with Indian Education Services Priviate Limited (IESPL), the company has, so far, invested Rs 1,500 Lacs in the equity capital of IESPL. HT Media has grow into a diversified media company and plans to consolidated grow on the back of a well balanced portfolio.

H T Media Ltd Directors Reports

Dear Members,

Your Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on MarcRs. 31, 2019.

FINANCIAL RESULTS (STANDALONE)

Your Company’s performance during the financial year ended on MarcRs. 31, 2019, along with previous year’s figures is summarized below:

(Rs. in Lacs)

Particulars 2018-19 2017-18
Total Income 1,44,683 1,59,559
Earnings before interest, tax, depreciation and amortization (EBITDA) from continuing operations 12,123 42,695
Add: Exceptional Item (11,211) (1,405)
Less: Depreciation 8,269 9,642
Less: Finance cost 9,844 6,960
Profit/(Loss) before tax from continuing operations (17,201) 24,688
Less: Tax Expense
• Current tax 426 2,944
• Deferred tax charge/(credit) (3,733) 628
Total tax expense (3,307) 3,572
Profit for the year from continuing operations (13,894) 21,116
Profit/(Loss) before tax from discontinued operations - 394
Tax charge including deferred tax pertaining to discontinued operations - 136
Profit/(Loss) from discontinued operations after tax - 258
Profit/(Loss) for the period (13,894) 21,374
Add: Other Comprehensive Income (net of tax)
a) Items that will not be reclassified to profit or loss (29) 108
b) Items that will be reclassified to profit or loss (982) (52)
Total Comprehensive Income for the year (net of tax) (14,905) 21,430
Opening balance in Retained Earnings 1,33,283 1,12,779
Add: Profit/ (Loss) for the year (13,894) 21,374
Less: Items of other Comprehensive Income recognized directly in Retained Earnings
• Re-measurements of post-employment benefit obligation (net of tax) 29 (108)
Less : Amounts reclassified from FVTOCI 5,493
Less: Dividend paid 931 931
Less: Tax on Dividend 57 56
Add: Adjustment of accumulated surplus of HT Media Employee Welfare Trust 9 9
Total Retained Earnings 1,12,888 1,33,283

DIVIDEND

Your Directors are pleased to recommend a dividend of H0.40 per Equity Share of RS. 2/- i.e. @ 20% (previous year – H0.40 per Equity Share of H2/- i.e. @ 20%), for the financial year ended on MarcRs. 31, 2019 and seek your approval for the same. In view of absence of profit in FY 19, dividend is recommended out of the accumulated profits earned in previous years, in terms of Section 123 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014.

The proposed equity dividend pay-out (including Corporate Dividend Distribution Tax) would entail an outflow of H11.22 Crores (previous year H9.87 Crores).

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is appearing as "Annexure-A", and is also available on the Company’s website viz. www.htmedia.in.

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 Management Discussion and Analysis, which forms part of the Annual Report.

SCHEME OF ARRANGEMENT

Entertainment & Digital Innovation Business

With a view to create a separate entity to support the 'Entertainment & Digital Innovation Business' of the Company, and to capitalize the growth opportunities in a focussed manner, the Board of Directors approved a Scheme of Arrangement u/s 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 between the Company and Digicontent Limited and their respective shareholders and creditors ("Scheme") which inter-alia, envisaged demerger of ‘Entertainment & Digital Innovation Business’ (Demerged Undertaking) of the Company, and transfer and vesting thereof to and in Digicontent Limited, on a 'going concern' basis.

The Scheme was sanctioned by Hon’ble National Company Law Tribunal (‘NCLT’) New Delhi Bench on MarcRs. 7, 2019 and has become effective from the Appointed Date i.e. MarcRs. 31, 2018 (close of business hours). Accordingly, in terms of the Scheme, the eligible shareholders of the Company have been allotted equity shares of Digicontent Limited in the ratio of 4:1. Digicontent Limited has filed the application for listing of its equity shares on NSE and BSE.

Consequent upon effectiveness of the scheme and allotment of Equity Shares, Digicontent Limited and its subsidiary HT Digital Streams Limited have ceased to be subsidiaries of the Company w.e.f April 5, 2019.

ACQUISITION OF MAJORITY STAKE IN NEXT MEDIAWORKS LIMITED AND NEXT RADIO LIMITED

With a view to consolidate the FM Radio business of the Company; HT Music and Entertainment Company Limited (Wholly owned subsidiary); Next Mediaworks Limited (NMW); and Next Radio Limited (NRL) (subsidiary of NMW), a Composite Scheme of Arrangement under the Companies Act 2013, (Scheme) was approved by the Board of Directors on August 8, 2018. Keeping in view the wider interest of all stakeholders and after considering all the relevant factors, the Board decided to withdraw from the Scheme on December 20, 2018.

Thereafter, the Board decided to acquire majority equity stake in NMW (i.e 51%) by way of a combination of Open Offer to the public shareholders of NMW and direct acquisition of NMW’s shares from the existing promoters of NMW. The Board also approved acquisition of 48.6% stake in NRL.

Upon conclusion of the above acquisition of majority equity stake in NMW on April 15, 2019, NMW, NRL and Syngience Broadcast Ahmedabad Ltd. have become subsidiaries of your Company.

NRL operates FM Radio stations under the brand name "Radio One" in Delhi, Mumbai, Chennai, Kolkata, Bengaluru, Pune and Ahmedabad.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management’s response to significant risks. A detailed statement indicating development and implementation of a risk management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.

EMPLOYEE STOCK OPTION SCHEME

The information required to be disclosed pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI’s circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 ("SEBI ESOP Regulations") is available on the Company’s website viz. www.htmedia.in. The ‘HTML Employee Stock Option Scheme’ and ‘HTML Employee Stock Option Scheme – 2009’ are in compliance with SEBI ESOP Regulations. Further, in accordance with SEBI ESOP Regulations , voting rights on the shares of the Company held by HT Media Employee Welfare Trust were not exercised during the year under review.

SUBSIDIARY COMPANIES

During the year under review, in terms of the Order of Hon'ble NCLT New Delhi Bench, the issued, subscribed and paid-up capital of India Education Services Private Limited (IESPL) (subsidiary company) was reduced to 20 Lac fully paid-up equity shares of face value of H10/- each aggregating to H2 Crore, by cancellation of 11.64 Crore fully paid-up equity shares of face value of H10/- each.

HT Digital Information Private Limited (wholly-owned subsidiary company) (HT Digital) could not commence any business activity since its incorporation. In view of the same, an application was made to Registrar of Companies, N.C.T of Delhi & Haryana (RoC) for striking off the name of HT Digital from its register of companies. Accordingly, RoC struck off the name of HT Digital from its register of companies and HT Digital stands dissolved w.e.f. August 9, 2018.

During the year under review, HT Global Education (wholly-owned subsidiary company) surrendered the license to carry out non-profit activities under Section 8 of the Companies Act, 2013 and thus, its name was changed to "HT Global Education Private Limited" w.e.f January 22, 2019.

The Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, between two subsidiary companies viz. India Education Services Private Limited (IESPL) and Hindustan Media Ventures Limited (HMVL) and their respective shareholders, for demerger of Business-to-Consumer business (B2C) of IESPL and transfer and vesting thereof to HMVL on a ‘going concern’ basis, has received requisite approvals, and is pending for sanction by New Delhi and Kolkata bench of Hon'ble NCLT.

The Board of Directors of HT Music and Entertainment Company Limited (wholly-owned subsidiary company) (HT Music) at its meeting held on April 4, 2019 approved the draft application for reduction of share capital of HT Music from RS. 334 Crore to H34 Crore. Upon approval by the shareholders of HT Music, an application for reduction of capital has been filed before the Hon’ble National Company Law Tribunal, Mumbai Bench.

In terms of the applicable provisions of Section 136 of the Companies Act, 2013, the Financial Statements of subsidiary companies for the financial year ended on MarcRs. 31, 2019 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same are also available on the Companies website viz. www.htmedia.in.

A report on the performance and financial position of each of the subsidiary companies in the prescribed Form AOC-1, is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’, is available on the Company’s website viz. www.htmedia.in.

The contribution of the subsidiary companies to the overall performance of your Company is outlined in Note No.53 of the Consolidated Financial Statements for the financial year ended MarcRs. 31, 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review, on recommendation of the Nomination & Remuneration Committee, the Board of Directors accorded its approval to the appointment of Shri Praveen Someshwar (DIN: 01802656) as Managing Director & Chief Executive Officer for a period of 5 (five) years w.e.f. August 1, 2018, which was approved by the Members at the Annual General Meeting (AGM) held on September 25, 2018. Shri Dinesh Mittal resigned as Whole-time Director w.e.f. August 8, 2018. However, continues to hold the office of Group General Counsel & Company Secretary (KMP) of the Company.

Shri K.N. Memani (DIN: 00020696) ceased to be Director of the Company upon completion of his term on MarcRs. 31, 2019. On his request, the Board did not consider his re-appointment for second term.

Further, on the recommendation of Nomination & Remuneration Committee, the Board of Directors accorded its approval to the following:

(a) Re-appointment of Shri Ajay Relan (DIN: 00002632) as Non-executive Independent Director w.e.f. April 1, 2019, for a second term of 5 consecutive years, upto MarcRs. 31, 2024, which was approved by the Members by way of Postal Ballot for which results were declared on MarcRs. 28, 2019.

(b) Appointment of Smt. Sindhushree Khullar (DIN: 01493839) as Additional Director to hold office till the date of ensuing AGM and as Non-executive (Woman) Independent Director w.e.f. May 10, 2019, for a term of 5 consecutive years upto MarcRs. 31, 2024, subject to approval of Members.

The Board commends the appointment of Smt. Sindhushree Khullar as Non-executive (Woman) Independent Director for approval of Members at the ensuing AGM.

In accordance with the provisions of the Companies Act, 2013, Shri Priyavrat Bhartia retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Shri Priyavrat Bhartia, for approval of the Members at the ensuing AGM.

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under both, the Companies Act, 2013 and SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the ‘Code of Conduct’ of the Company.

Brief resume, nature of expertise, details of directorship held in other companies of the Directors proposed to be appointed / re-appointed at the ensuing AGM, along with their shareholding in the Company as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, is provided in the Notice of the ensuing AGM.

Key Managerial Personnel

Shri Rajiv Verma stepped down as Chief Executive Officer of the Company w.e.f. June 30, 2018. (closing business hours). The Board places on record its sincere appreciation for the dedicated efforts put in by him during his tenure.

Further, on the recommendation of Nomination and Remuneration Committee, the Board of Directors designated Shri Praveen Someshwar as Key Managerial Personnel w.e.f. August 1, 2018.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees & Directors.

The Nomination and Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee); Directors and the Chairperson, on various criteria outlined in the ‘Guidance Note on Board Evaluation’ issued by SEBI on January 5, 2017.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company’s business / activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and the Board of Directors. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

AUDIT & AUDITORS

Statutory Auditor

Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009] were appointed as Statutory Auditor of the Company for a term of 5 consecutive years, at the Annual General Meeting held on September 25, 2017.

The Auditors' Report of PwC on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on MarcRs. 31, 2019, is an unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed Shri N.C. Khanna, Company Secretary-in-Practice (C.P. No. 5143) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended MarcRs. 31, 2019 and the same is annexed herewith as "Annexure - B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013 and rules made thereunder, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board of Directors had appointed K.G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as Cost Auditor to carry out cost audit of records maintained by the Company for its FM Radio business in relation to the financial year ended MarcRs. 31, 2019.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms’ length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any contract /arrangement / transaction with related party, which could be considered material in accordance with the Company’s ‘Policy on Materiality of and dealing with Related Party Transactions’ and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Company’s website viz. www.htmedia.in.

Reference of the Members is invited to Note nos. 36 and 36A of the Standalone Financial Statements, which sets out the related party disclosures as per Ind AS-24.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Companies Act, 2013, the composition of which is provided in the Annual Report on Corporate Governance, which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company, during the year under review. The CSR Policy is available on the Company’s website viz. www.htmedia.in.

The Annual Report on CSR for FY 19 is annexed herewith as "Annexure - C".

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended on MarcRs. 31, 2019, 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 MarcRs. 31, 2019; and of the loss of the Company for the year ended on MarcRs. 31, 2019;

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. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

vi. 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, guarantees /securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in the note no. 49 to the Standalone Financial Statements.

Board Meetings: A yearly calendar of board meetings is prepared and circulated in advance to the Directors. During the financial year ended on MarcRs. 31, 2019, the Board met eight times on May 2, 2018, May 24, 2018, June 6, 2018, July 18, 2018, August 8, 2018, October 27, 2018, December 20, 2018 and January 16, 2019. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, seven standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, CSR Committee, Banking & Finance Committee, Investment Committee, Stakeholders' Relationship Committee and Risk Management Committee. During the year under review, recommendations of the aforesaid committees were accepted by the Board.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management, as prescribed under Section 178 (3) of the Companies Act, 2013 and the SEBI Listing Regulations, is available on the Company’s website viz. www.htmedia.in. The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure and disclosures in relation thereto. In view of amendment in SEBI Listing Regulations (effective from April 1, 2019), the role of Nomination and Remuneration Committee (NRC) shall include recommendation to the Board, all remuneration in whatever form, payable to Senior Management. Accordingly, upon recommendation of NRC, the Board of Directors have approved revision of Remuneration Policy to incorporate the aforesaid amendment.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Companies Act, 2013 & rules made thereunder and the 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 or suspected fraud or any violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. www.htmedia.in.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration are set out in the "Annexure - D" to this Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the Members without this annexure. However, the same is available for inspection by the Members at the Registered Office of the Company during business hours, for a period of 21 days before the ensuing AGM. Members interested in obtaining a copy of the said Annexure, may write to the Company Secretary at the Registered Office of the Company.

Disclosures 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 for the financial year ended on MarcRs. 31, 2019 in Form MGT-9 is annexed herewith as "Annexure - F ", and the same is also placed on the website of the Company viz. www.htmedia.in

Corporate Governance: The report on Corporate Governance in terms of the SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice is annexed herewith as "Annexure – G ".

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as "Annexure – H ".

SECRETARIAL STANDARDS

Your Directors state that the Secretarial Standards (i.e. SS-1 and SS-2), relating to 'Meetings of the Board of Directors' and 'General Meetings', have been duly followed by the Company.

GENERAL

Your Directors state that during the year under review no disclosure is required in respect of the following matters, as there were no transactions/events in relation thereto:

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 under any scheme of the Company.

There was no change in the share capital of the Company during the year under review.

The Company has not transferred any amount to the General Reserve during the year under review.

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.

Your Company has in place adequate internal financial controls with reference to the financial statements. The internal control system is supplemented by an extensive program of internal audits and their reviews by the management. The in-house internal audit function supported by professional external audit firms conducts comprehensive risk focused audits and evaluate the effectiveness of the internal control structure across locations and functions on a regular basis. In addition to internal audit activities, Company has also developed an internal financial control framework to periodically review the effectiveness of controls laid down across all critical processes. The Company has instituted an online compliance management tool with a centralized repository to cater to its statutory compliance requirements.

Your Company adheres to a strict policy to ensure the safety of women employees at workplace. The Company is fully compliant with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Committee (IC) to redress complaints received regarding sexual harassment. The Company’s policy in this regard, is available on the employee intranet portal. The Company conducts regular classroom training sessions for employees and members of Internal Committee and has also rolled-out an online module for employees to increase awareness. Five complaints were reported during the year under review, and were adequately dealt with by IC.

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)
Date: May 10, 2019 Chairperson & Editorial Director
Place: New Delhi DIN: 00020648

   

H T Media Ltd Company Background

Shobhana BhartiaPraveen Someshwar
Incorporation Year2002
Registered OfficeHindustan Times House 2nd Flr,18-20 Kasturba Gandhi Marg
New Delhi,New Delhi-110001
Telephone91-11-66561608,Managing Director
Fax91-11-66561445
Company SecretaryDinesh Mittal.
AuditorBSR & Associates
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

H T Media Ltd Company Management

Director NameDirector DesignationYear
Shobhana Bhartia Chairperson & Editorial Direct 2019
Priyavrat Bhartia Director 2019
Ajay Relan Independent Director 2019
Dinesh Mittal. Company Secretary 2019
Vikram Singh Mehta Independent Director 2019
Vivek Mehra Independent Director 2019
Praveen Someshwar Managing Director & CEO 2019
Shamit Bhartia Additional Director 2019
Sindhushree Khullar Independent Director 2019

H T Media Ltd Listing Information

H T Media Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Advertisements NA 000800.65
Airtime Sales NA 000161.05
Forfeiture of Security DepositNA 00093.1
Sale of Publications CP 00061.36
Job Revenue NA 00059.84
Income from Digital Services NA 00055.9
Other Operating Revenue NA 0006.17
Sale of Waste Papers NA 0005.26
Starline 30 Rotary Press imh0000
Publications imh0000
Heatset Web Offset Press imh0000
Wifag R.Offset Press-P.Hour imh0000
Pages Nol0000
Coroset offset Rotary Press imh0000
Discontinued operation imh0000
Manroland Colorman imh0000
Newsline 30 Rotary Press imh0000
Newsline 45offset Rotary Pressimh0000

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