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Hindustan Media Ventures Directors Report, Hindustan Media Reports by Directors
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Hindustan Media Ventures

BSE: 533217|NSE: HMVL|ISIN: INE871K01015|SECTOR: Media & Entertainment
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Directors Report Year End : Mar '18    Mar 17

Dear Members,

The Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2018.

FINANCIAL RESULTS (STANDALONE)

Your Company’s performance during the financial year ended on March 31, 2018 along with previous year’s figures is summarized below:

(Rs. in Lacs)

Particulars

2017-18

2016-17

Total Income

95,956

1,02,532

Earnings before interest, tax, depreciation and amortization (EBITDA)

26,054

29,759

Less: Depreciation

1,966

2,021

Less: Finance cost

1,133

1,614

Profit before tax

22,955

26,124

Less: Tax Expense

Current tax

5,868

6,023

Adjustment of current tax related to earlier periods

(140)

(119)

Deferred tax charge/(credit)

105

860

Total tax expense

5,833 1

6,764

Profit for the year (after tax)

17,122

19,360

Other Comprehensive Income (net of tax)

24

(13)

Total Comprehensive Income for the year(net of tax)

17,146 1

19,347

Opening balance in Retained Earnings

76,853

58,566

Add: Profit/ (Loss) for the year

17,122

19,360

Less:

Items of other Comprehensive Income recognized directly in Retained Earnings-

Re-measurements of post-employment benefit obligation (net of tax)

(24)

13

Dividend paid

881

881

Tax on Dividend

179

179

Total Retained Earnings

92,939 1

76,853

DIVIDEND

Your Directors are pleased to recommend a dividend of RS.1.20 per Equity Share of RS.10/- each i.e. @ 12% (previous year - RS.1.20 per Equity Share of RS.10/- each i.e. @ 12%) for the financial year ended on March 31, 2018 and seek your approval for the same.

The proposed equity dividend pay-out (including Corporate Dividend Distribution Tax) would entail an outflow of RS.1,062 Lacs (previous year RS.1,060 Lacs).

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”) which appears as “Annexure-A”, is also available on the Company’s website viz. www.hmvl.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

India Education Services Private Limited (IESPL), a fellow subsidiary company, is engaged inter-alia, in providing higher education programs/courses to students and working professionals i.e. B2C business. IESPL has not been able to scale its B2C business and unleash its full potential for growth and profitability. Your Company has deep presence in Tier II and Tier III cities of north India, which can offer a large customer base with favourable demographics for the growth of the B2C business. Therefore, to utilize the expertise and wide-spread reach of the Company in north India, the Board of Directors, during the year under review, approved a Scheme of Arrangement under Sections 230-232 and other applicable provisions, if any, of the Companies Act, 2013 between IESPL and the Company for demerger and vesting of B2C business from IESPL to and in the Company, on a going concern basis.

The above Scheme of Arrangement is awaiting requisite approvals.

ASSOCIATE COMPANY

During the year under review, the Company has disposed off its entire investment in 85,87,896 equity shares of RS.10/- each of HT Digital Streams Limited (HTDSL) (constituting 42.83% of its equity capital) to Digicontent Limited, a fellow subsidiary company, for a consideration of RS.7,675 Lacs. Accordingly, HTDSL ceased to be an associate of the Company.

In terms of the provisions of Section 136 of the Companies Act, 2013, the financial statements of HTDSL (Associate Company) for the financial year ended on March 31, 2018 are available for inspection by the Members of the Company at the registered office of the Company during business hours. The same is also available on the Company’s website viz. www.hmvl.in.

A report on the performance and financial position of the above Associate Company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. A detailed statement indicating development and implementation of the risk management policy, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.

ALTERATION OF OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION

During the year under review, the Company has altered the Objects Clause of Memorandum of Association to enlarge / broaden the existing objects which can be advantageously combined with the existing businesses of the Company. Further, education business was also incorporated in the Objects Clause in view of its synergy with the existing businesses of the Company. The Members have accorded their approval to the aforesaid alteration of the Objects Clause of the Memorandum of Association, by way of postal ballot, with an overwhelming majority.

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.hmvl.in. The HT Group Companies - Employee Stock Option Rules for Listed Companies (of a Parent Company) are in compliance with the SEBI ESOP Regulations. Further, during the year under review, voting rights on the shares of the Company held by HT Group Companies -Employee Stock Options Trust were not exercised in accordance with SEBI ESOP Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

During the year under review, Shri Benoy Roychowdhury, Whole-time Director tendered resignation from the Board of Directors of the Company w.e.f. May 24, 2018. The Board places on record its sincere appreciation for the valuable contribution made by Shri Benoy Roychowdhury during his tenure on the Board of Directors of the Company.

Further, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 24, 2018, the Board of Directors have appointed:

1. Shri Praveen Someshwar (DIN: 01802656) as an Additional Director and Managing Director w.e.f. August 1, 2018 for a period of 5 (five) years, subject to approval of the Members.

2. Shri Tridib Barat (DIN: 08133104) as an Additional Director and Whole-time Director w.e.f. May 24, 2018 for a period of 1 (one) year, subject to approval of the Members.

The Board commends for approval of the Members at the ensuing Annual General Meeting (AGM), the appointment of Shri Praveen Someshwar as Managing Director and Shri Tridib Barat as Whole-time Director.

During the year, Shri Priyavrat Bhartia relinquished office of Managing Director w.e.f. July 17, 2018. He continues to be a Non-executive Director of the Company. The Board places on record its sincere appreciation for the valuable contribution made by Shri Priyavrat Bhartia during his tenure as Managing Director on the Board of Directors of the Company.

In accordance with the provisions of the Companies Act, 2013, Smt. Shobhana Bhartia retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Directors commend re-appointment of Smt. Shobhana 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

During the year under review, following changes in the Key Managerial Personnel have taken place:

1. Shri Ratul Bhadhuri ceased to be Chief Financial Officer w.e.f. November 5, 2017. Further, on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors appointed Shri Sandeep Gulati as Chief Financial Officer (Key Managerial Personnel) w.e.f. January 11, 2018.

2. Shri Vivek Khanna ceased to be Chief Executive Officer w.e.f. October 23, 2017. Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Shri Rajeev Beotra as Chief Executive Officer (Key Managerial Personnel) w.e.f. March 1, 2018. In the interim, Shri Priyavrat Bhartia, Managing Director was designated as a Key Managerial Personnel between January 11, 2018 and February 28, 2018.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board undertook an 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 entail amongst other matters, risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company’s business / activities etc. 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 and Remuneration Committee and the Board of Directors. The Board would endeavour to use the results of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

AUDITORS Statutory Auditors

In compliance of the requirement under the Companies Act, 2013 in relation to mandatory rotation of Auditors, the Members of the Company at their 7th Annual General Meeting (post-IPO) held on September 20, 2017 have appointed Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009], as Statutory Auditors of the Company, to hold office for a term of 5(five) consecutive years.

The Auditors’ Report of PwC on Annual Financial Statements (Standalone) for the financial year ended on March 31, 2018 is 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 Arun Kumar Soni, Company Secretary-in-Practice (C.P. No. 1726) as Secretarial Auditor, to conduct the Secretarial Audit for financial year 2017-18. The Secretarial Audit Report 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 Auditors 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.

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 arm’s length terms. The related party transactions were placed before the Audit Committee for review and 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 Company’s website viz. www.hmvl.in.

Reference of the Members is invited to Note no. 34 of the Standalone Annual Financial Statements, which sets out the related party disclosures as per Ind AS - 24.

CORPORATE SOCIAL RESPONSIBILITY

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 Company has in place, the Corporate Social Responsibility (CSR) Committee of Directors in terms of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance, which forms part of the 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.hmvl.in.

The Annual Report on CSR for FY 18 is annexed herewith as “Annexure - C”.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:

i) in the preparation of the annual accounts for the financial year ended on March 31, 2018, 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 March 31, 2018; and of the profit of the Company for the year ended on March 31, 2018;

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 notes to the Annual Standalone Financial Statements.

Board Meetings: A yearly calendar of meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2018, the Board met six times on May 18, 2017, July 17, 2017, August 24, 2017, October 16, 2017, January 11, 2018, and February 20, 2018. 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, five standing committees of the Board are in place viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee, Investment and Banking Committee and Stakeholders’ Relationship 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.hmvl.in. The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs and senior management personnel, their remuneration structure and disclosure(s) in relation thereto.

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.hmvl.in.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration are set out in “Annexure - D” to this Report. In terms of the provisions of 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, 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 in Form MGT-9 is annexed herewith as “Annexure - F”.

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’, respectively have been duly followed by the Company.

GENERAL

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

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.

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

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

No material changes/commitments of the Company have occurred after the end of the financial year 2017-18 and till the date of this report, which would affect the financial position of your Company.

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, conduct comprehensive risk focussed audits across locations and functions in order to maintain a proper system of control.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders including government authorities, shareholders, investors, readers, advertisers, 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)

Place: New Delhi Chairperson

Date: July 17, 2018 DIN: 00020648

Source : Dion Global Solutions Limited
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