Dear Members,
Your Directors are pleased to present their Report, together with the
Audited Financial Statements (Standalone & Consolidated) for the financial year ended
on March 31, 2022.
FINANCIAL RESULTS
Your Company's performance during the financial year ended on March 31,
2022, along with previous year's figures is summarized below:
(R in Lacs)
Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
Total Income |
74,881 |
66,428 |
74,686 |
66,307 |
Earnings before finance costs, tax, depreciation and
amortization expense (EBITDA) |
8,927 |
12,571 |
8,654 |
12,412 |
Less: Exceptional Items |
351 |
- |
- |
- |
Less: Depreciation |
2,856 |
3,044 |
2,983 |
3,044 |
Less: Finance cost |
938 |
870 |
938 |
870 |
Profit before tax |
4,782 |
8,657 |
4,733 |
8,498 |
Less: Tax Expense |
|
|
|
|
- Current Tax |
567 |
1,571 |
567 |
1,571 |
- Deferred tax charge/ (Credit) |
(141) |
(379) |
(141) |
(379) |
Total tax expense |
426 |
1,192 |
426 |
1,192 |
Profit for the year after tax before share ofjoint venture |
4,356 |
7,465 |
4,307 |
7,306 |
Add: Share of loss of joint venture (net of tax, accounted |
|
|
(248) |
(362) |
for using equity method) |
|
|
|
|
Profit for the year |
4,356 |
7,465 |
4,059 |
6,944 |
Add: Other comprehensive income (net of tax) |
|
|
|
|
- Items that will not to be reclassified to profit or loss |
(3,665) |
(128) |
(3,665) |
(128) |
- Items that will be reclassified to profit or loss |
89 |
235 |
89 |
235 |
Total Comprehensive income for the year (Net of tax) |
780 |
7,572 |
483 |
7,051 |
Opening Balance in retained earnings |
1,20,427 |
1,13,090 |
1,19,639 |
1,12,823 |
Add: Profit/(loss) for the year |
4,356 |
7,465 |
4,059 |
6,944 |
Less: Item of other comprehensive income recognized |
|
|
|
|
directly in retained earnings |
|
|
|
|
- Re-measurement of post-employment benefit |
131 |
128 |
131 |
128 |
obligation (net of tax) |
|
|
|
|
Less: Dividend paid |
|
- |
|
- |
Less: Tax on Dividend |
|
- |
|
- |
Total Retained Earning |
1,24,652 |
1,20,427 |
1,23,567 |
1,19,639 |
DIVIDEND
The country witnessed nationwide lockdowns and restrictions due to the
pandemic, which adversely impacted the economy. Consequently, your Company's printing and
publishing business witnessed a significant decline in revenue and resultant cash burn
during FY-22. In view of the economic uncertainty, the Board of Directors do not recommend
any dividend on the Equity Shares of the Company for the financial year ended on March 31,
2022.
The Dividend Distribution Policy framed pursuant to the provision of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is
available on the Company's website at http://www.hmvl.in/ pdf/dividend distribution
policy.pdf.
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 section which forms part of the Annual Report.
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 Report. The Company has
constituted a Risk Management Committee of Directors which reviews the identified risks
and appropriateness of management's response to significant risks. Whereas, the detail of
Risk Management Committee is enumerated in the Corporate Governance Report, which forms
part of this Annual Report.
SUBSIDIARY AND ASSOCIATE COMPANY
During the year under review and as at the end of the reporting period,
your Company has one wholly-owned subsidiary company namely, HT Noida (Company) Limited
(HTNL) and a Limited Liability Partnership namely, HT Content Studio LLP (HTCS). Your
Company does not have any associate or joint venture company within the meaning of Section
2(6) of the Companies Act, 2013 ("the Act"), during the year under review.
In terms of the applicable provisions of Section 136 of the Act,
Financial Statements of HTNL and HTCS for the financial year ended on March 31, 2022 are
available at the Company's website at www.hmvl.in
A report on the performance and financial position of HTNL and HTCS, in
the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence,
is not reproduced here. The 'Policy for determining Material Subsidiary(ies)', is
available on the Company's website at http://www.hmvl.in/pdf/Policy for determining
material subsidiaries.pdf.
The contribution of HTNL and HTCS to the overall performance of your
Company is outlined in Note no. 44 of the Consolidated Financial Statements for the
financial year ended March 31, 2022.
No subsidiary, associate or joint venture has been acquired or ceased/
sold/ liquidated during the financial year ended on March 31, 2022.
EMPLOYEE STOCK OPTION SCHEME
The Parent Company's 'HT Group Companies - Employee Stock Option Rules
for Listed Companies' whereunder the Eligible Employees are entitled to grant of option(s)
in relation to the Company's shares, is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, and there was no change in the same during
FY-22. During the year under review, no options were granted under these Rules.
Voting rights on the shares of the Company held by HT Group Companies -
Employee Stock Options Trust were not exercised during FY-22. The information required to
be disclosed pursuant to the provisions of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on the Company's website at
https://www.hmvl.in/ pdf/HMVL ESOP Disclosure on Website 31 Mar 22.pdf. Certificate dated
May 26, 2022 issued by Secretarial Auditor in terms of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, is available for inspection by members, and
any member desirous to inspect the same may send a request to the said effect from his/her
registered email ID to investor@hindustantimes.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year under review, the Board of Directors, on the
recommendation of Nomination & Remuneration Committee, re-appointed Ms. Savitri Kunadi
as an Independent Director of the Company for the second term w.e.f. April 1, 2022 till
March 31, 2025, which was further approved by the members at the Annual General Meeting
held on September 24, 2021. Further, Shri Ajay Relan, Director of the Company passed away
on October 01, 2021. The Board placed on record its gratitude and profound appreciation
for the valuable contribution, support and guidance given by Mr. Relan during his tenure
as Independent Director of the Company.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors on December 28, 2021 appointed Shri Sameer Singh (DIN:
08138465) as an
Additional Director (Independent) of the Company, not liable to retire
by rotation, for a period effective December 28, 2021 till November 30, 2026. As an
Additional Director he holds office up to the date of the ensuing AGM of the Company. The
Company has received notice in writing under Section 160 of the Act from a member
proposing his candidature for the office of Director. The Board is of the opinion that
Shri Sameer Singh possesses the requisite integrity, knowledge, experience, expertise and
proficiency to contribute to the growth of the Company.
Your Directors commend the appointment of Shri Sameer Singh as an
Independent Director, for approval of members, at the ensuing AGM.
During the year under review, tenure of Shri Shamit Bhartia (DIN:
00020623) as a Managing Director expired on February 3, 2022 However, he continues to be a
Non- Executive Director, liable to retire by rotation.
In accordance with the applicable provisions of the Act, Smt. Shobhana
Bhartia (DIN: 00020648), Director liable to retire by rotation at the ensuing AGM, 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.
The disclosures in respect to appointment/re-appointment of Directors
as required under Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards on General Meeting ('SS-2') are given in the Notice of ensuing AGM, forming part
of the Annual Report.
The Independent Directors of the Company have confirmed that they:
a. meet the criteria of independence as prescribed under both, the Act
and SEBI Listing Regulations; and
b. have registered themselves on the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
All the Directors have confirmed adherence to the Company's 'Code of
Conduct'.
Your Company recognizes that Board diversity is a prerequisite to meet
the challenges of globalization, ever-evolving technology and balanced care of all
stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company
even has a Woman Director (Independent Director) on its Board as per the requirement of
Section 149(1) of the Act.
Key Managerial Personnel
During the year under review Shri Tridib Barat resigned from the
position of Company Secretary and Compliance Officer of the Company w.e.f. close of
business hours of November 30, 2021. Further, based on the recommendation of Nomination
& Remuneration Committee, the Board of Directors appointed Shri Pumit Kumar
Chellaramani as the Company Secretary and Compliance Officer of the Company w.e.f. April
4, 2022.
PERFORMANCE EVALUATION
In line with the requirements of the Act and SEBI Listing Regulations,
the Board undertook a formal annual evaluation of its own performance and that of its
Committees & Directors.
Nomination & Remuneration Committee framed questionnaires for
evaluation of performance of the Board as a whole, Board Committees, Directors and the
Chairperson, on the basis of 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 include risk management, compliance and
control, commitment to all stakeholders (shareholders, employees, vendors, customers
etc.), familiarization with relevant aspects of Company's business / activities, amongst
other matters. 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 & Remuneration Committee and Board of Directors
meetings respectively. The Board would endeavour to use the outcome of the evaluation
process constructively, to improve its own effectiveness and deliver superior performance.
A separate meeting of Independent Directors was also held to review:
Performance of the Non - Independent Directors and the Board as
a whole.
Performance of the Chairman of the Company considering the views
of the Directors of the Company.
Assess the quality, quantity and timeliness of flow of
information between the company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
AUDIT & AUDITORS
Statutory Auditor
B S R and Associates, Chartered Accountants ("BSR") [Firm
Registration No. 128901W] were appointed as Statutory Auditor of the Company, for a term
of 5 (five) consecutive years, at the Annual General Meeting held on September 19, 2019.
The report of BSR on Annual Financial Statements (Standalone and
Consolidated) for the financial year ended on March 31, 2022, does not contain any
qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Board of Directors had appointed M/s. RMG & Associates, Company
Secretaries ("RMG") (Firm Reg. No. P2001DE16100) as Secretarial Auditor, to
conduct Secretarial Audit for the financial year ended March 31, 2022 and their report is
annexed herewith as "Annexure-A". The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditor and the Secretarial
Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section
143(12) of the Act and rules made thereunder, and therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Act.
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 arms' length terms. The related party transactions were placed before
the Audit Committee for review and/or approval. During the year, the Company had entered
into Material Related Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial statements, with HT Digital
Streams Limited, a fellow subsidiary Company. These transactions were in the Ordinary
Course of Business and at Arm's Length Basis, therefore, provisions of Section 188(1) and
related disclosure under 188(2) of the Act were not applicable. However, the details, in
this regard, as required to be provided under section 134(3)(h) of the Act, are given in
Form AOC-2, which is annexed herewith as "Annexure-B".
The 'Policy on Materiality of and dealing with Related Party
Transactions' is available on Company's website at http:// www.hmvl.in/pdf/policy
materiality dealing related party transactions_2019.pdf
Reference of Members is invited to Note nos. 34 and 34A of the
Standalone 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 Corporate Social Responsibility (CSR) Committee of Directors is in
place in terms of Section 135 of the Act. The composition and terms of reference of the
CSR Committee are provided in the 'Report on Corporate Governance' which forms part of
this 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 at
http://www.hmvl.in/pdf/HMVL CSR POLICY and CSR Schedule.pdf and there was no change in the
same during the year under review.
The Annual Report on CSR for FY-22 is annexed herewith as
"Annexure-C".
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
i. in the preparation of the annual accounts for the financial year
ended on March 31, 2022, 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,
2022, and of the profit of the Company for the year ended on March 31, 2022;
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act, 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 ACT
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: Details of investments made and loans/ guarantees/securities given, as applicable,
are given in Note no. 6A, 6B and 45 of the Standalone Financial Statements.
Board Meetings: A yearly calendar of Board meeting is prepared and
circulated in advance to the Directors. During the financial year ended on March 31, 2022,
the Board met nine times on May 17, 2021, June 17, 2021, August 3, 2021, October 24, 2021,
October 28, 2021, November 19, 2021, December 28, 2021, January 27, 2022 and March 28,
2022. For further details regarding these meetings, Members may please refer 'Report on
Corporate Governance' which forms part of this Annual Report.
Committees of the Board: At present, six standing committees of the
Board are in place viz. Audit Committee, Nomination & Remuneration Committee,
Corporate Social Responsibility (CSR) Committee, Stakeholders' Relationship Committee,
Risk Management Committee and Investment & Banking Committee which have been
constituted in accordance with the applicable provisions of the Act and SEBI Listing
Regulations. During the year under review, recommendations of these committees were
accepted by the Board of Directors. For more details on the composition of the Committees,
meetings held during the year, the Members may please refer the Report on Corporate
Governance which forms part of the Annual Report.
Remuneration Policy: The Remuneration Policy of the Company on
appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior
Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is
available on the Company's website at http:// www.hmvl.in/pdf/Remuneration Policy.pdf. The
Remuneration Policy includes, inter-alia, criteria for appointment of Directors,
KMPs, Senior Management Personnel and other employees, their
remuneration structure, and disclosure(s) in relation thereto. There was no change in the
Remuneration Policy, during the year under review.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act &
rules made thereunder and 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 at http://www. hmvl.in/pdf/Whistle Blower
Policy HMVL.pdf.
Particulars of employees and related disclosures: In accordance with
the provisions of Section 197(12) of the Act and Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees'
remuneration forms part of this Report. Having regard to the provisions of the second
proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any member interested in
obtaining such information may address their email to investor@hindustantimes.com
Disclosures under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as "Annexure-D".
Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return (Form MGT-7) for FY-22 is available on the website of the
Company at https://www. hmvl.in/pdf/HMVL Annual Return MGT 7 2022.pdf
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-E".
CORPORATE GOVERNANCE
The Report on Corporate Governance in terms of Regulation 34 of SEBI
Listing Regulations, forms part of this Annual Report. The certificate issued by RMG &
Associates, Company Secretaries is annexed herewith as "Annexure-F".
BUSINESS RESPONSIBILITY REPORT
In compliance with the provisions of Regulation 34 of SEBI Listing
Regulations, the Business Responsibility Report for financial year ended on March 31, 2022
outlining the initiatives taken by the Company from environmental, social and governance
perspective is annexed herewith as "Annexure-G".
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', have been
followed by the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for
all works and offices of the Company to redress complaints received regarding sexual
harassment. The Company's policy in this regard, is available on the employee's intranet.
The Company conducts regular classroom training sessions for employees and members of IC
and has also rolled-out an online module for employees to increase awareness. No instance
or complaint was reported to IC during the year under review.
INTERNAL FINANCIAL CONTROLS
Your Company has in place, adequate internal financial controls with
reference to the financial statements, which helps in periodically reviewing the
effectiveness of controls laid down across all critical processes. The Company has also in
place Internal control system which is supplemented by an extensive program of internal
audits and their review by the management. The in-house internal audit function, supported
by professional external audit firms, conduct comprehensive risk focused audits and
evaluates the effectiveness of the internal control structure across locations and
functions on a regular basis. The Company also has in place an online compliance
management tool with a centralized repository to cater to its statutory compliance
requirements.
GENERAL
Your Directors state that during the year under review:
1. There were no deposits accepted by the Company under Chapter V of
the Act.
2. The Company had not issued any shares (including sweat equity
shares) to directors or employees of the Company under any scheme.
3. There was no change in the share capital of the Company.
4. The Company had not issued any equity shares with differential
rights as to dividend, voting or otherwise.
5. The Company has not transferred any amount to the General Reserve.
6. No material changes/commitments of the Company have occurred after
the end of the financial year 2021-22 and till the date of this report, which affect the
financial position of your Company.
7. No significant or material order was passed by any Regulator, Court
or Tribunal which impact the 'going concern' status and Company's operations in future.
8. There was no change in the nature of business of the Company.
9. The Company is not required to maintain cost records as per Section
148(1) the Act.
10. There were no proceedings initiated/ pending against your Company
under the Insolvency and Bankruptcy Code, 2016.
11. There was no instance of onetime settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders, including government authorities, readers,
advertisers, customers, shareholders, investors, 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.
The Directors regret the loss of lives due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked his life and safety
to fight this pandemic.
|
For and on behalf of the Board |
|
(Shobhana Bhartia) |
Place: New Delhi |
Chairperson |
Date: May 26, 2022 |
DIN: 00020648 |