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HT Media
BSE: 532662|NSE: HTMEDIA|ISIN: INE501G01024|SECTOR: Media & Entertainment
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« Mar 11
Notes to Accounts Year End : Mar '12
1.  Corporate Information
 
 HT Media Limited (the Company) is a public company registered in India
 and incorporated under the provisions of the Companies Act, 1956. It''s
 share are listed on the National Stock Exchange and Bombay Stock
 Exchange.  The Company publishes ''Hindustan Times'', an English daily,
 and ''Mint'', a Business paper daily except on Sunday and undertakes
 commercial printing jobs. 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 name
 ''Fever 104'' in cities of Delhi, Mumbai, Kolkata and Bangalore.
 
 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 of the company have been prepared in
 accordance with Generally Accepted Accounting Principles in India
 (Indian GAAP). The Company has prepared these financial statements to
 comply in all material aspects with the Accounting Standards notified
 under the Companies (Accounting Standards),Rules 2006, (as amended) and
 the relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared on an accrual basis and under the
 historical cost convention except in case of assets for which provision
 for impairment is made and revaluation is carried out.
 
 The accounting policies adopted in the preparation of financial
 statements are consistent with those of previous year, except for the
 change in accounting policy explained below:
 
 (a) Terms/rights attached to equity shares
 
 The Company has only one class of equity shares having par value of Rs.2
 per share. Each holder of equity shares is entitled to one vote per
 share. The Company declares and pays dividend in Indian rupees. The
 dividend proposed by the Board of Directors is subject to the approval
 of the shareholders in the ensuing Annual General Meeting.
 
 During the year ended 31 March 2012, the amount of per share dividend
 recognized as distribution to equity shareholders is Rs.0.40 (Previous
 year Rs.0.36).
 
 In the event of liquidation of the Company, the holders of equity
 shares will be entitled to receive remaining assets of the company,
 after distribution of all preferential amounts. The distribution will
 be in proportion to the number of equity shares held by the
 shareholders.
 
 1.  Term loan from HDFC bank carries interest @ PLR minus 7.75% p.a.
 (Rate of Interest was linked to PLR for the first 2 years from the date
 of first drawdown. Thereafter, the interest is reset by the bank on an
 annual basis). The loan is repayable in 20 quarterly installments of
 Rs.375 lacs each along with interest, from the date of disbursement,
 viz., 08th June, 2009 and 19th June, 2009. The loan is secured by first
 pari passu charge on all movable fixed assets of the Company along with
 Term Lenders (except assets financed out of the ECB from Standard
 Chartered Bank) and first pari passu charge by way of equitable
 mortgage of immovable properties belonging to the Company situated at
 Greater Noida (Plot No. 8, Udyog Vihar, Greater Noida, Gautam Budh
 Nagar - 201306). The loan is further secured by equitable mortgage by
 deposit of title deeds of immovable properties situated at Noida (B-02,
 Sector 63, Noida - 201307) and Mohali (C-164/165 Phase VIII-B
 Industrial Focal Point, Mohali - 160059). The loan is also secured by
 second charge on the current assets of the Company.
 
 2.  External Commercial borrowing from Standard Chartered bank carries
 interest @ 6 months USD Libor   1.20% spread p.a. payable semi
 annually. The loan is repayable in 3 annual installments of USD
 5,155,670 each , after 4 years from the date of first drawdown, viz., 8
 April, 2008 i.e. at the end of 4th, 5th and 6th year. The total tenor
 of the loan shall not exceed 6 years from date of first drawdown.  The
 loan is secured by way of first and specific charge over certain
 movable plant and machinery of the HT Media Limited, i.e:
 
 - One Man Roland Off-Set Rotation Printing Press type - Regioman -
 2009,
 
 - Muller Martini Martini Mail Room System - 2009 stored or to be stored
 at HT Media Limited godowns or premises or wherever else the same may
 be.
 
 1.  Overdraft facility from Deutsche Bank is secured by way of pledge
 on the Company''s investment in the Mutual Fund Units of FMPs (Kotak FMP
 Series 58, L&T FMP IV, Tata FMP 38A, BSL FMP Series DP, HDFC FMP 24M
 Sep, ICICI Pru FMP Series 58, Reliance FMP XIX Series 20, Reliance FMP
 XX Series 31, IDFC FMP 2yS1, Reliance FMP XX Series 32, Reliance FMP XX
 Series 33, Tata FMP 38B, ICICI Pru FMP Series 57, IDFC FMP 3ys5, DWS
 FMP Series 91, Kotak FMP Series 55)
 
 2.  Buyer''s credit from BNP Paribas is secured by way of first pari
 passu charge over all moveable assets such as raw materials, stock-
 in-process, finished goods lying at various factories, godowns,
 warehouses, etc, wherever situated or in transit, both present or
 future and book debts of the Company and all book debts, outstanding
 monies, receivables, claims, bills which are due and which may at any
 time during the continuance of this security become due by any person,
 firm, company or body corporate.
 
 3.  Buyer''s credit from Royal Bank of Scotland is secured by way of
 first pari-passu charge over current asstes with other banks in
 multiple banking arrangements of the Company.
 
 3.  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
 Hon''ble 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 Tribunal, the
 ex-workmen moved application for interim relief. The Tribunal vide its
 order dated March 8, 2007, granted interim relief to the ex-workmen of
 HTL to the extent of 50% of last drawn wages from the date of 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 Hon''ble 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 order and proceedings pending before the Tribunal.
 
 The said writ stands disposed of by Delhi High Court vide order dated
 16.01.2009 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 Hon''ble Delhi High Court and
 accordingly proceedings before the Industrial Tribunal has re- started.
 
 The matter after final arguments stands disposed by the Industrial
 Tribunal. The Tribunal has granted reinstatement to all the workers
 with continuity of services w.e.f. 03.10.2004 in The Hindustan Times
 Limited subject to workers refunding the Retrenchment Compensation
 received by them. No relief has been granted against the Company by the
 Tribunal.
 
 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 same stands dismissed by Hon able High Court on 16th
 March 2012.
 
 b.  Guarantee issued by the Company to Bank against line of credit
 sanctioned to HT Burda Media Limited, a subsidiary, Rs.3,500 lacs
 (Previous year Rs.3,500 lacs)
 
 c.  Guarantee issued by Company''s bankers on behalf of HT Burda Media
 Limited, a subsidiary, to third parties Rs.18.00 lacs (Previous year
 Rs.51.01 lacs)
 
 d.  Income tax department has raised a demand of Rs.2.36 lacs (Previous
 year Rs.2.36 lacs) for the Assessment Year 2004-05 in respect of penalty
 levied in the assessment proceedings by Assessing Officer. The Company
 has filed an appeal against the order of the Assessing Officer to
 Commissioner of Income Tax (Appeals). The Commissioner of Income Tax
 (Appeals) has upheld the levy of penalty. The Company has filed an
 appeal against the order of the Commissioner of Income Tax (Appeals) to
 Income Tax Appellate Tribunal.  The Company has based on legal advice
 obtained is confident of winning the above case and is of view that no
 provision is required
 
 4.  Segment Information
 
 Identification of Segments Primary Segment
 
 Business Segment
 
 The Company is presently engaged in the business of Printing and
 Publication of Newspapers & Periodicals and in the business of radio
 broadcast and all other related activities through its Radio channels
 operating under brand name ''Fever 104'' in India. Accordingly the
 Company has organised its operations into two major businesses:
 Printing and Publishing of Newspapers and Periodicals and
 Radio Broadcast & Entertainment.
 
 Secondary Segment
 
 Geographical Segments
 
 The Company''s operations are mostly within India and do not have
 operations in economic environments with different risks and returns.
 Hence, it is considered operating in single geographical segment.
 
 5.  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 Hon''ble 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 life of 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.767.52
 lacs (Previous Year Rs.765.44 lacs) has been debited to the Securities
 Premium Account in the current year.
 
 6.  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 name
 of Shine.com, HT Campus.com and Desimartini.  com.
 
 Firefly has been presently incurring losses and the accumulated losses
 as at March 31, 2012 are Rs.12,122.81 lacs (Previous year Rs.9,519.67
 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 year a Scheme of Arrangement and Restructuring u/s 391-394
 read with Sections 100-104 of the Companies Act, 1956, between Firefly
 e-Ventures Limited (Firefly), and parent company, has filed with Honble
 Delhi High Court which provides for demerger of Job Portal undertaking
 of Firefly and transfer and vesting thereof into the Parent Company
 w.e.f from the Appointed Date i.e. April 1, 2012. The Scheme was
 approved by Committee of Board of Directors of Parent Company on 19th
 March, 2012, subject to requisite approval(s) and sanctioned by the
 Hon''ble 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 Standalone
 Financial Statements of the Parent Company or Firefly for the year
 ended March 31, 2012.
 
 In the past, a similar scheme was approved by the requisite majority of
 shareholders and creditors of both the Companies, which was withdrawn
 with the leave of the Hon''ble Delhi High Court
 
 7.  Share Based Compensation
 
 The Institute of Chartered Accountants of India has issued a Guidance
 Note on 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. To have an understanding of the scheme, relevant disclosures
 are given 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 Rs.2/- each) from the open market [average cost per share —
 Rs.92.91 based on Equity Share of Rs.2/- each], for the purpose of granting
 Options under the ''HTML Employee Stock Option Scheme'' (the Scheme),
 to eligible employees.
 
 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 the
 subsidiary companies
 
 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 date of the last tranche of the Options as per the
 Scheme.
 
 The weighted average fair value of stock options granted during the
 Previous year was Rs.113.70. The Black Scholes valuation model has been
 used for computing the weighted average fair value considering the
 following inputs
 
 II.  The subsidiary company, Firefly e-Ventures Limited has given
 Employee Stock Options (ESOPs) to employees of HT Media Limited (HTML).
 
 A. Details of these plans are given below:
 
 Employee Stock Options
 
 A stock option gives an employee, the right to purchase equity shares
 of Firefly e-Ventures Limited at a fixed price within a specific period
 of time.
 
 III HT Media Limited has given loan of Rs.242.70 lacs to HT Group
 Companies — Employee Stock Option 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 the ''HT Group Companies
 —Employee Stock Option Scheme'' (the Scheme), to eligible employees of
 the group. On these purchased shares, the trust has also received
 238,964 shares out of the bonus shares issued by the HMVL on February
 21, 2010.
 
 Options granted are exercisable for a period of 10 years after the
 scheduled vesting date of last tranche as per the Scheme
 
 The Company has recognized an expense of Rs.102.15 lacs (Previous year
 Rs.Nil) during the year for intrinsic value charge of ESOPs issued to
 it''s employees under this Scheme.
 
 Difference between employee compensation cost (calculated using the
 intrinsic value of stock options) and the employee compensation cost
 (calculated on the fair value of the options) is Rs.27.02 lacs (Previous
 Year Rs.5.34 lacs).
 
 Had the fair value method been used for accounting in all the schemes
 above , the profit would have been lower by Rs.189.57 lacs (Previous year
 Rs.290.97 lacs) and adjusted basic and diluted EPS would have been Rs.6.71
 (Previous year Rs.7.44 per share)
 
 8.  Gratuity (Post Employment Benefit plan)
 
 The Company has a defined benefit gratuity plan. Every employee who has
 completed five years or more of services gets a gratuity on separation
 at 15 days salary (last drawn salary) for each completed year of
 service. The Company has formed a Gratuity Trust to which contribution
 is made based on actuarial valuation done by independent valuer.
 
 The following table summarizes the components of net benefit expenses
 recognized in the Profit and Loss Account and the funded status and
 amount recognized in the Balance Sheet for respective plans:
 
 The overall expected rate of return on assets is determined based on
 the market prices prevailing on that date, applicable to the year over
 which the obligation is to be settled.
 
 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.213.10 lacs (Previous year Rs.233.53 Lacs) to gratuity fund during the
 year 2012-13
 
 Disclosure of the amount required by paragraph 120(n) of AS-15 for the
 year 2007-08 is not be given as the Company has adopted the standard
 from the year 2008-09.
 
 9.  Interest in Joint Venture Company.
 
 a) During the year, the Company sold its entire investment in the
 equity share capital of Joint Venture Company namely, Metropolitan
 Media Company Private Limited (MMCPL), to Joint Venture Partner for a
 lump sum consideration of Rs.600 lacs. This consideration is included in
 ''Other Income'' as the investment was fully provided for in the books
 in earlier years.
 
 b) During the year, the Company has entered into an agreement with
 Apollo Global Singapore Holdings Pte. Ltd., part of Apollo Group, Inc.
 (U.S.A.), to participate in a 50:50 joint venture company which is
 intended to provide high quality educational services and programs in
 India. For this purpose, India Education Services Private Limited
 (IESPL) was incorporated as a wholly-owned subsidiary on 24th October,
 2011, which later became a 50:50 joint venture w.e.f. 22nd December,
 2011 in terms of the said agreement.
 
 The Company''s share of the assets, liabilities, income and expenses of
 the jointly controlled entity as at and for the year ended March 31,
 2012 are as follows-
 
 10. Leases
 
 Rental expenses in respect of operating leases are recognized as an
 expense in the statement of Profit and Loss, on a straight- line basis
 over the lease term.
 
 Operating Lease (for assets taken on 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
 agreed terms with or without rental escalations.
 
 b) Lease payments recognized for the year are Rs.2,876.02 lacs (Previous
 year Rs.2,784.56 lacs) and are disclosed as Rent in note no. 27 of these
 financial statements.
 
 c) The future minimum lease payments under non-cancellable operating
 leases
 
 - Not later than one year is Rs.435.55 lacs (Previous year Rs.403.27
 lacs);
 
 - Later than one year but not later than five years is Rs.1,694.06 lacs
 (Previous year Rs.1,589.58 lacs);
 
 - Later than five years is Rs.18.15 lacs (Previous year Rs.222.84 lacs).
 
 11.  Capital Advances include Rs.100.94 lacs (Previous year Rs.231.92 lacs)
 paid towards Company''s proportionate share for right to use in the
 Common Infrastructure for channel transmission (for its four stations)
 to be built on land owned by Prasar Bharti and to be used by all the
 broadcasters at respective stations as per the terms of bid document on
 FM Radio Broadcasting (Phase II).
 
 12.  Current tax is net of tax credit amounting to Rs.65.55 lacs
 (Previous year includes tax charge Rs.211.88) with respect to earlier
 years.
 
 13.  Previous year figures
 
 Till the year ended March 31, 2011, the Company was using pre-revised
 Schedule VI to the Companies Act, 1956, for preparation and
 presentation of its financial statements. During the year ended March
 31, 2012, the Revised Schedule VI notified under the Companies Act,
 1956, has become applicable to the Company. The Company has
 reclassified Previous year figures to conform to this year''s
 classification.
Source : Dion Global Solutions Limited
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