1. Nature of Operations
The Company publishes Hindustan Times.an English daily.andMint.a
Business paper daily except on Sunday. The Company is also engaged into
the business of providing entertainment, radio broadcast and all other
related activities through its radio stations operating under brand
nameFever 104 in cities of Delhi, Mumbai, Kolkata and Bangalore.
Till November 2009, the Company was also engaged in publishing
Hindustan, a Hindi Daily and two monthly magazines Nandan and
Kadambani. With effect from December 1,2009, the Company has sold the
Hindi Business Undertaking comprising ofHindustan, the Hindi Daily,
Nandan and Kadambani, Hindi magazines on a slump sale basis to
Hindustan Media Ventures Limited, its subsidiary company.
The Company derives revenue primarily from the sale of the above
mentioned publications, advertisements published therein, by
undertaking printing jobs and airtime advertisements aired at the
aforesaid radio stations. The Company also derives revenue from the
internet business, by displaying advertisements on its websites
hindustantimes.com and livemint.com.
2. Basis of preparation
The financial statements are prepared to comply in all material aspects
with Indian Accounting Standards as notified by theCompanies
(Accounting Standards) Rules, 2006 (as amended) and the relevant
provisions of the Companies Act, 1956. The financial statements have
been prepared under the historical cost convention on accrual basis
except in case of assets for which provision for impairment is made and
revaluation is carried out. The accounting policies have been
consistently applied by the Company and are consistent with those used
in the previous year.
3. Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
financial statements and the results of operations during the reporting
year end. Although these estimates are based upon managements best
knowledge of current events and actions.actual results
coulddifferfromtheseestimates.
4. Contingent Liabilities
a) During the year ended March 31,2005, the Company acquired the
printing undertaking at New Delhi from its holding company namely The
Hindustan Times Limited (HTL).The writ petition filed by the ex-workmen
of HTL challenging the transfer of business was quashed by the Honble
Delhi High Court on May 9,2006. Thereafter, the ex-workmen of HTL
raised the industrial dispute before Delhi Government, who referred the
dispute to Industrial Tribunal-I, Karkardooma Courts, New Delhi
(Tribunal). During the course of the proceedings before the Tribunal,
the ex-workmen moved application for interim relief. The Tribunal vide
its order dated March 8,2007, granted interim relief to theex-workmen
of HTL to the extent of 50% of last drawn wages from thedateof such
order till the disposal of the matter. However, HTL challenged the
said order before Honble Delhi High Court in a Writ Petition, wherein
the Honble Court modified the order of the Tribunal to the extent that
the amount equivalent to 50% so received by ex-workmen will be set off
against their retrenchment compensation (not encashed by the above
ex-workmen till date), in the event of HTL succeeding in the writ
petition. The Honble Court further clarified that payment will be made
only from date of the High Court order (i.e. March 23,2007) till the
disposal of writ petition and it further stayed the orderand
proceedings pending before the Tribunal. The said writ stands disposed
of by Delhi High Court vide order dated 16.012009 by holding that it
was agreed between the parties to make the payment to ex-workmen till
the amount of their Retrenchment Compensation is exhausted. The stay on
the proceedings before the Industrial Tribunal was also vacated by High
Court and accordingly proceedings before the Industrial Tribunal has
re-started.
The matter has reached the stage of final arguments and no additional
adverse order has been passed against thecompany during the
currentfinancial year. In the meanwhile the workmen in question in the
said Writ Petition has filed contempt petition against the Hindustan
Times Limited and its Directors and is pending before the court.
Considering the merits of the case and discussions with the solicitors,
the Company believes that there is fair chance of decision in its
favour and hence no provision is considered necessary against thesame
at this point in time.
b) Guarantee to Bank against line of credit sanctioned to HT Burda
Media Limited, a subsidiary,Rs.3,500 lacs (Previous year Nil)
c) Income tax department has raised a demand of Rs.618.79 lacs (Previous
year Nil) for the Assessment Year 2008-09 in respect of certain
expenses disallowed by Assessing Officer. The Company has filed an
appeal against the order of the Assessing Officer to Commissioner of
Income Tax (Appeals). TheCompany based on legal adviceobtained is
confident of winning the above case and is of view that no provision is
required.
d) GuaranteeissuedbyCompanysbankerson behalf of HTBurda Media
Limited.a subsidiary, to third parties Rs.5101 lacs (Previous year Nil).
5. In the previous year the Company has sold its Hindi business
undertaking comprising of Hindustan (Hindi news daily), Nandan &
Kadambini (Hindi magazines) and its related facilities (the Hindi
Business) relating to publication business segments, on slump sale and
going concern basis to Hindustan Media Ventures Limited, a subsidiary
of the Company with effect from December 1,2009 on Book Value as on
November 30,2009 (closing), for a lump-sum cash consideration of
Rs.14,318.27 lacs comprising of fixed assets of Rs. 12,534.26 lacs and net
working capital of Rs.1,784.01 lacs. Since the sale was made on book
value therefore there was no gain or loss on such transaction and
considering the brought forward long term capital losses, there was no
tax impact of such transaction. Due to the sale of Hindi business
undertaking, the results for the year ended March 31,2011 are not
comparable with the results fortheyearended March 31,2010
6. In terms of the Scheme of Arrangement and Restructuring u/s 391-394
read with Sections 100-104 of the Companies Act, 1956 between the
Company and HT Music and Entertainment Company Limited (Demerged
Company) as approved by the Honble Delhi High Court, the assets and
liabilities of the radio business of the Demerged company were taken
over as at January 1,2009. One Time Entry Fees (OTEF) paid for
acquiring license for Radio business paid by the Demerged Company in
earlier years which was capitalized and amortized on straight line
basis, is now amortized against the credit balance of Securities
Premium Account over the useful lifeof the said licenses or their
unexpired period (whichever is lower) from date of merger of Radio
business as per the approved Scheme. Consequently an amount of Rs.765.44
lacs (Previous Year Rs.765.44 lacs) has been debited to the Securities
Premium Account in thecurrent year.
7. The Company has till date invested Rs.5,500 lacs in Firefly
e-Ventures Limited through its wholly owned subsidiary company HT
Digital Media Holdings Limited (formerly known as Hindustan Media
Limited) by way of Equity Share Capital. Firefly is engaged in the
internet related business like Job portals, Social Networking, etc.
Firefly is presently operating three websites [businesses] in the
nameofShine.com.HTCampus.com and Desimartini.com. Firefly has been
presently incurring losses and the accumulated losses as at March
31,2011 are Rs.9,519.67 lacs (Previous year Rs. 6,740.29 lacs). The
Company, however, is of the view that the nature of business of Firefly
being such, the losses were expected in the initial years and that
based on future projections prepared by Firefly for next five years
expects to generate sufficient income which will enable it to offset
the entire amount of accumulated losses incurred up to date. In view of
this, no impairment provision is considered against this investment.
During the current year, the Company has also filed a Scheme of
Arrangement and Restructuring u/s 391-394 read with Sections 100-104 of
the Companies Act, 1956 (the Scheme) with Firefly. The Scheme provides
for demerger of Job Portal Undertaking of Firefly [Shine.com ] and
transfer and vesting thereof into the Company w.e.f the appointed date,
i.e. January 1,2011. The Scheme was approved by a Committee of Board
of Directors of the Company on December 8,2010, subject to requisite
approval(s) and sanction by the Honble Delhi High Court. The Scheme
has been approved by the equity shareholders and creditors of both
thecompanies and at present is awaiting sanction by the Honble Delhi
High Court. Since the Scheme is awaiting sanction by the Honble Delhi
High Court, therefore, the impact of the Scheme has not been taken in
the books of the Company for the year ended March 312011
8. Share Based Compensation
The Instituteof Chartered Accountants of India has issueda
GuidanceNoteon Accounting for Employees Share-based Payments, which
is applicable to employee share based payment plans. The scheme
detailed below is managed and administered, compensation benefits in
respect of the scheme is assessed and accounted by the Group Company
and parent company and there is no cross charge to the Company for
obligation towards expenses. Accordingly, the Company is of the
opinion that there is no further accounting required. However, to
haveanunderstandingofthescheme, relevant disclosuresaregiven below. I.
As approved by the shareholders at their Extra-ordinary General Meeting
held on October 21, 2005, during an earlier year, the Company has given
interest-free loan of Rs.2,174.28 lacs to HT Media Employee Welfare Trust
which in turn purchased 468,044 Equity Shares of Rs.10/- each of HT Media
Limited (as on date equivalent to 2,340,220 Equity Shares of %2j- each)
from the open market [average cost per share - Rs.92.91 based on Equity
Shareof fl/- each], for the purpose of granting Options under the HTML
Employee Stock Option Scheme (the Scheme), toeligibleemployees.
During the financial year 2007-08, the Scheme was modified to the
effect - (a) Options granted w.e.f. September 15,2007 shall vest as per
previous revised schedule of vesting period; and (b) to extend the
coverage of the Scheme to the eligible full-time employees of
thesubsidiary company.
The Options granted under the Scheme shall vest as per the Schedules of
vesting period which are hereinafter referred to as Plan A, Plan B
(applicable to Options granted w.e.f. September 15, 2007) and Plan C
(applicable to Options granted w.e.f. October 8, 2009). Options
granted under both the plans are exercisable for a period of 10 years
after the scheduled vesting dateofthelasttrancheoftheOptions as
pertheScheme.
A. Details of these plans are given below:
Employee Stock Options
Astockoptiongivesan employee, the right to purchase equitysharesof
Firefly e-Ventures Limited at a fixed pricewithina specific period of
time. Thegrantprice(orstrikeprice) for options granted during
thefinancialyear 2009-10 shall be Rs.10 each per option
Weighted average fair value of the options outstanding is Rs.4.82
(Previous year Rs.4.43) per option. Since no options have been exercised
during the period, thus weighted average share price has not been
disclosed.
HT Media Limited has given loan of Rs.242.70 lacs (Previous Year-
Rs.242.70 lacs) along withTheHindustanTimes Limited (theparent company)
toHTGroupCompanies-EmployeeStockOption Trust which in turn has
purchased 37,338 Equity Shares of Rs.10/- each of Hindustan Media
Ventures Limited (HMVL) - Subsidiary Company of HT Media Limited, for
the purpose of granting Options under theHTGroup Companies -Employee
StockOptionScheme(theScheme), to eligible employees of thegroup. On
these purchased shares, the trust has also received 238,964 shares out
of the bonus shares issued by HMVL on February 21,2010.
A. Details of these plansare given below: Employee Stock Options
Astockoptiongivesanemployee, the righttopurchaseequityshares of
HMVLatafixedpricewithinaspecific period of time.
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors on long term basis. The Company expects to contribute
Rs. 233.53 lacs to gratuity fund in the year2011-12
9. Leases
Rental expenses in respect of operating leases are recognized as an
expense in the Profit and Loss Account, on a straight-line basis over
the lease term. Operating Leasefforassetstakenon Lease)
a) The Company has taken various residential, office and godown
premises under operating lease agreements. These are generally
cancellable leases and are renewable by mutual consent on mutually
agreedtermswithorwithoutrentalescalations.
b) Lease payments recognized for the year are Rs.2,78456 lacs (Previous
year Rs.2,639.19 lacs) and are disclosed as Rent under Schedule 18.
c) Thefuture minimum lease payments under non-cancellable operating
leases .Not later than one year is Rs.403.27 lacs (Previousyear Rs.393.97
lacs);
.Later than one year but not later than five years is Rs.688.64 lacs
(Previous year Rs.1,022.51 lacs);
.Laterthan five years is Rs.222.84 lacs (Previous year f 227.13 lacs).
d) Sub-lease Income recognized
fortheyearareRs.43.00lacs(PreviousyearRs.73.00 lacs)
10. Exceptional Items
a. Exceptional item includes of provision of Nil (Previous Year Rs.2,750
lacs) towards diminution in Companys investment in eguity share
capital of thejoint venture and provision of Nil (PreviousYear Rs.287
lacs) towards amount recoverable from the said joint venture.
b. With effect from current year, the provision for impairment related
to Partnership for Growth business has been considered as part of
operating expenses. Accordingly Rs.550 lacs for financial year ended
March 31, 2010 have been reclassified from exceptional items to
operating expenses. The provision are estimated by management based on
valuations carried out by independent valuers.
11. Previous Year comparatives
Previous year/years figures have been regrouped/ rearranged where
necessary to conform tothis years classification.
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