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0 | 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. |
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| Source : Dion Global Solutions Limited | |
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