HT Media

The Directors are pleased to present the 6th Annual Report together
 with the Audited Statement of Accounts for the financial year ended on
 31st March, 2008.
 
 FINANCIAL RESULTS
 
 The highlights of performance of your Company during the financial year
 ended on 31st March, 2008 are as follows:
 
                                                        (Rs. in crore) 
 Particulars                                      2007-08       2006-07
 
 Total Income                                    1,226.92      1,079.57
 Profit before Interest, Depreciation, 
 Tax & Exceptional Items                           263.63        231.34
 Interest                                           17.73         14.86
 Profit before Depreciation, Tax & 
 Exceptional Items                                 245.90        216.48
 Depreciation                                       44.67         39.71
 Profit before Tax & Exceptional Items             201.23        176.77
 Exceptional Items                                      -          0.26
 Profit before Tax                                 201.23        176.51
 Provision for Taxes                                51.28         56.86
 Deferred Tax (charge)                               5.40          4.58
 Profit after Tax                                  144.55        115.06
 Balance from previous years brought forward 
 (Net of adjustment)                               128.72         49.50
 Amount available for appropriation                273.27        164.56
 
 Appropriations -
 Transfer to - Capital Reserve                          -         20.00
 General Reserve                                    11.00          6.00
 Proposed Dividend on Equity Shares                  9.37          7.03 
 Tax on Dividend                                     1.59          1.19 
 Balance carried forward to Balance Sheet          251.31        130.34
 
 Your Companys performance during the year under review has been
 robust. The new initiatives taken by your Company have gained traction
 and have further accelerated the growth momentum. These initiatives are
 going to be the precursors of growth in the future, as your Company
 continues to tread the path of continuous self-renewal and innovation.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of 20% on Equity
 Shares (previous year @ 15%) i.e. @ Re 0.40 per Equity Share of Rs 2/-
 each (previous year @ Re 0.30 per Equity Share of Rs 2/- each), for the
 financial year ended on 31st March, 2008.
 
 The proposed dividend payment would entail an outflow of Rs. 10.96
 Crore, including Corporate Dividend Distribution Tax.
 
 SCHEME OF ARRANGEMENT AND DEMERGER
 
 The Honble High Court of Delhi at New Delhi in terms of the Order
 passed on 13th September, 2007, sanctioned the Scheme of Arrangement
 and Demerger under Section 391 of the Companies Act, 1956 (the Scheme)
 between your Company and Go4i.com (India) Private Limited (GIPL).
 Accordingly, the Scheme became effective from 1st July, 2006 (the
 Appointed Date).
 
 In terms of the Scheme, 22,600 Equity Shares of Rs. 2/- each of your
 Company are to be issued for allotment of the same to the shareholders
 of GIPL, on receipt of regulatory approval(s).
 
 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 an
 
 DEBT SERVICING
 
 During the year under review, your Company has met all its obligations
 towards repayment of principal and interest on the loans availed.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The information required to be disclosed pursuant to Clause 12 of the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme)
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any fixed deposits during the year.
 
 JOINT VENTURE COMPANY
 
 Metropolitan Media Company Private Limited (MMCPL), the 50:50 Joint
 Venture Company (JVC) of your Company with Bennett Coleman & Co.
 Limited, completed its first full year of operations. MMCPLs product,
 an English morning tabloid Metro Now circulated in Delhi & NCR has
 been accepted well by the readers comprising of a healthy mix of people
 from all age groups.
 
 During the year under review, the circulation of Metro Now grew from
 80,000 copies to 2,35,000 copies. Efforts are on to further consolidate
 on the circulation base.
 
 Being the first full year of operations, MMCPL is in the investment
 mode and incurred a loss of Rs. 12.75 Crore.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, Firefly e-Ventures Limited (incorporated
 as Medialab Web Solutions Limited) and Hindustan Media Limited were
 incorporated as subsidiaries of your Company. As at the end of the
 year, your Company has four subsidiary companies namely, Searchlight
 Publishing House Limited (Searchlight), HT Music and Entertainment
 Company Limited (HT Music), Firefly e-Ventures Limited (Firefly) and
 Hindustan Media Limited (Hindustan Media).
 
 Pursuant to Accounting Standards AS-21 and AS-27 issued by the
 Institute of Chartered Accountants of India, Consolidated Financial
 Statements presented by the Company include the financial information
 of Searchlight, HT Music, Firefly and Hindustan Media and proportionate
 interest of your Company in MMCPL (JVC), respectively
 
 The Company has received approval of the Ministry of Corporate Affairs,
 Government of India under Section 212(8) of the Companies Act, 1956
 vide letter bearing no. 47/70/2008-CL-III dated 9th April, 2008,
 granting exemption from attaching with the Annual Report of the Company
 for the financial year ended on 31st March, 2008, copies of Balance
 Sheet etc. of the four subsidiaries. The Company will make available
 and facilitate inspection at the registered office, the annual accounts
 of the subsidiaries and the related detailed information, to the
 investors of the Company and the subsidiaries seeking information and
 inspection.
 
 DIRECTORS
 
 During the year under review, Shri Ajay Relan was inducted on the Board
 of Directors of the Company as an Additional Director we.f 24th May,
 2007. Subsequently, Shri Ajay Relan was elected as Director liable to
 retire by rotation at the last Annual General Meeting.
 
 In accordance with the Articles of Association of the Company, Shri
 K.N. Memani and Shri Y.C. Deveshwar, Directors of the Company retire
 from office by rotation and being eligible, have offered themselves for
 re-appointment. Brief resume, expertise and details of other
 directorships and committee memberships of the retiring Directors form
 part of the Notice convening the Annual General Meeting.
 
 AUDITORS
 
 The notes to accounts appearing in Schedule 21 read with the Auditors
 Report are self-explanatory and therefore, do not call for any further
 comments under Section 217(3) of the Companies Act, 1956
 
 The Board of Directors has taken note of the qualification made by the
 Auditors on the Accounts of the two subsidiary companies viz. HT Music
 and Firefly and the JVC namely, MMCPL, regarding Deferred Tax and also
 the response of the management thereto appearing in Note 11 of Schedule
 25 of the Consolidated Financial Statements which is self-explanatory
 and does not call forth further explanation.
 
 The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co.,
 Chartered Accountants, New Delhi, are due to retire at the ensuing
 Annual General Meeting and being eligible, have offered themselves for
 re-appointment. In terms of the requirements under Section 224 (1B) of
 the Companies Act, 1956, the retiring Auditors have given a certificate
 regarding their eligibility for re-appointment as Auditors of the
 Company.
 
 POSTAL BALLOT
 
 During the year under review, the members of the Company have approved
 with overwhelming majority - (a) sale/transfer of the Companys Hindi
 business as a separate undertaking on a going concern basis, by way
 of slump sale, in favour of a Subsidiary Company; and (b) amendment(s)
 in the HTML Employee Stock Option Scheme, by way of Postal Ballot
 process pursuant to the provisions of Section 192A of the Companies
 Act, 1956, for which results were declared on 26th September, 2007 and
 30th November, 2007, respectively.
 
 CORPORATE GOVERNANCE
 
 Your Company is compliant with all the mandatory requirements of Clause
 49 of the Listing Agreement of Stock Exchanges on Corporate
 Governance. The Report on Corporate Governance 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 to this Report as Annexure - B.
 
 PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
 
 Information pursuant to Section 217(1)(e) of the Companies Act, 1956 on
 Conservation of Energy Technology Absorption and Foreign Exchange
 Earnings and Outgo is annexed to this Report as Annexure - C.
 
 The particulars of employees required under Section 217 (2A) of the
 Companies Act, 1956 and the rules thereunder, are annexed to this
 Report as Annexure - D. However, pursuant to the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is
 being sent to all the shareholders of the Company without the above
 information.  Any Member interested in obtaining such particulars may
 write to the Company Secretary at the Registered Office address of the
 Company.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
 Directors report that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii. the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year ended on 31st March,
 2008 and of the profit of the Company for the year ended on 31st March,
 2008;
 
 iii. the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv.  the Directors have prepared the annual accounts on a going concern
 basis.
 
 AWARDS AND ACCOLADES
 
 During the year under review, your Company was the proud recipient of
 the following honours, amongst others:
 
 - Coveted membership of IFRA-INCQC (International Newspaper Color
 Quality Club) for the publications Hindustan Times and Hindustan.
 The award was given jointly by NAA (Newspaper Association of America)
 and IFRA (Europe)
 
 - Kolkata, Lucknow and Noida plants qualified for SNAP (Specification
 for Newspaper Advertising Production) for the year 2007-08, being the
 2nd and 3rd successive qualifiers to get a 100% rating. The certificate
 was awarded by NAA (Newspaper Association of America)
 
 - IFRAs Best in Special Coverage-Gold Award and Best in Newspaper
 Design-Silver Award for Mint in the category of newspapers with
 circulation of at least 1,00,000 copies
 
 - Asia Media Award - Silver Award for Hindustan and Bronze Award for
 Hindustan Times by IFRA
 
 - Best-in-Print Award at Publish Asia-2008 held in Macau, China in
 the category of newspapers with print order of 2,00,000 copies and
 above, to 
 
 - Hindustan Times for the second successive year; and
 
 - Hindustan
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for the
 assistance and co-operation provided by all stakeholders including
 Banks, Government authorities, Customers, Suppliers and Shareholders.
 
 Your Directors also place on record their deep appreciation of the
 committed services of the executives, staff and workers of your
 Company.
 
                                       For and on behalf of the Board
 
 Place: New Delhi                              K. K. BIRLA
 Date : 16th May, 2008                         Chairman