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Ref: HTML/CS/02/2020

6[th] December, 2020

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400 001

The National Stock Exchange of India Limited Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (E) MUMBAI - 400 051

Scrip Code: 532662 Trading Symbol: HTMEDIA

Dear Sir(s)/Madam,

Sub: Notice of Annual General Meeting (AGM) and Annual Report for FY-20

This is to inform you that the 18th AGM of the Company will be held on Tuesday, 29[th] December, 2020 at 04:00 P.M. (IST) through Video Conferencing/ Other Audio Visual Means.

In the above connection, please find enclosed the following:

(i) Notice convening the 18[th] AGM (‘Annexure-A’); and

(ii) Annual Report of the Company for FY-20 (‘Annexure-B’)

The aforesaid documents are also available on the website of the Company viz . www.htmedia.in , and are being dispatched via e-mail to all eligible shareholders whose email ID are registered with the Company/ Depository Participant(s).

This is for your information and record.

Thanking you,

Yours faithfully, For HT MEDIA LIMITED

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(Dinesh Mittal) Group General Counsel & Company Secretary

Encl.: As above

Annexure - A

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HT Media Limited

CIN: L22121DL2002PLC117874

Registered Office: Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi - 110 001 Ph.: +91-11-6656 1608 Fax: +91-11-6656 1445 E-mail: [email protected] website: www.htmedia.in

NOTICE OF 18[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eighteenth Annual General Meeting of the Members of HT Media Limited will be held on Tuesday, the December 29, 2020 at 4.00 PM (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS

ITEM NO. 1

To receive, consider and adopt:

a) the revised audited standalone financial statements of the Company for the financial year ended March 31, 2020, the report of Auditors thereon and the revised report of the Board of Directors; and
b) the revised audited consolidated financial statements of the Company for the financial year ended March 31, 2020 and report of the Auditors thereon.

ITEM NO. 2

To appoint Shri Praveen Someshwar (DIN: 01802656) as Director, who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

ITEM NO. 3

To ratify remuneration to be paid to M/s. Ramanath Iyer & Co, Cost Accountants as Cost Auditor of FM Radio business of the Company, and in this regard, to pass the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, fee of Rs.65,000/- (excluding applicable statutory levies and reimbursement of out-of-pocket expenses), to be paid to M/s. Ramanath Iyer & Co, Cost Accountants (Firm Registration No. 000019) appointed by the Board of Directors of the Company as Cost Auditor to conduct audit of the cost records of FM Radio business of the Company, as applicable, for the financial year ending on March 31, 2021, be and is hereby ratified and approved.”

ITEM NO. 4

To appoint Shri Shamit Bhartia (DIN: 00020623) as Non-executive Director liable to retire by rotation, and in this regard, pass the following resolution(s) as ORDINARY RESOLUTION:

" RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Shamit Bhartia (DIN: 00020623), who was appointed as an Additional Director by the Board of Directors w.e.f. March 31, 2020, and who holds office till the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member signifying intention to propose the candidature of Shri Shamit Bhartia for the office of Director of the Company, be and is hereby appointed as Non-executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors (which term shall be deemed to include any Committee of the Board authorised in the said behalf) be and is hereby authorised to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of aforesaid, without being required to seek any further consent or approval of Members of the Company, or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

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ITEM NO. 5

To appoint Smt. Rashmi Verma (DIN: 01993918) as Independent Director, not liable to retire by rotation, and in this regard pass the following resolution(s) as ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors)Rules, 2014, and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Smt. Rashmi Verma (DIN: 01993918), who was appointed as an Additional Director by the Board of Directors w.e.f. July 28, 2020 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member signifying intention to propose the candidature of Smt. Rashmi Verma for the office of Director of the Company, be and is hereby appointed as Independent Director of the Company to hold office for 5 (five) consecutive years for a term upto March 31, 2025, and not liable to retire by rotation.

By Order of the Board For HT Media Limited

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Place: New Delhi Date: November 27, 2020

(Dinesh Mittal) Group General Counsel & Company Secretary

NOTES:

This notice is in continuation to the earlier notice dated August 11, 2020 convening the 18[th] AGM of Members of the Company on September 21, 2020. The said AGM was deferred by way of withdrawal of the earlier notice. In this regard, intimation was given to the stock exchanges viz. BSE & NSE vide letter dated September 15, 2020 and published in the newspapers [“Hindustan” (Hindi) and “Mint” (English)] on September 16, 2020.
In view of the COVID-19 pandemic, social distancing norm to be followed and pursuant to circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and circular dated May 12, 2020 issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the 18[th] Annual General Meeting (AGM) of the Company is being conducted through VC/OAVM facility, which does not require physical presence of members at the venue of the AGM. Accordingly, Registered Office of the Company i.e. Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi - 110 001 shall be deemed to be the venue of this AGM.
Since the ensuing AGM is being held pursuant to the MCA Circulars through VC/OAVM, which does not require physical attendance of Members at the AGM, the facility to appoint proxy by the Members will not be available for this AGM and therefore, Proxy Form and Attendance Slip are not annexed to this Notice.
The Company received a whistleblower complaint in August, 2020 from a named employee of the radio business on his last working day (WB Complaint). The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business of the Company and subsidiary company viz. Next Radio Limited (NRL). The Company, in accordance with its whistleblower policy, and as confirmed by Audit Committee appointed an independent law firm which worked closely with two independent accounting firms for an in-depth comprehensive review. The said investigation brought out practices indicating certain deficiencies and lapses during financial years 2019-20 and 2020-21, As a result of the same, the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, which were earlier circulated to the Members, have been revised. The Statutory Auditor viz. B S R and Associates, Chartered Accountants have issued their audit report on the said revised Financial Statements. Further, Secretarial Auditor viz. Shri N.C. Khanna, Company Secretary-in-Practice has issued an addendum to its earlier report dated June 11, 2020. Consequently, the Board’s Report for the financial year

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ended March 31, 2020 has also been revised. The Annual Report of FY 2019-20 comprising, inter-alia , the revised financial statements and revised Board’s Report along with annexures thereto, is being re-circulated herewith to the Members.

Shri Praveen Someshwar may be deemed to be interested in the resolution set out at Item No. 2 of the Notice. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item Nos. 1 & 2 of the Notice.
The Statement pursuant to Section 102 of the Companies Act, 2013 relating to Item Nos. 3 to 5 of the Notice is annexed hereto. Pursuant to the provisions of Regulation 36 of SEBI LODR and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, details of Directors seeking who are seeking appointment/ re-appointment at this AGM, is annexed herewith.
Since AGM will be held through VC/OAVM, the Route Map is not required and hence, not annexed to this Notice.
Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
Only those members, who are present in the meeting through VC/OAVM facility and have not casted their vote on resolutions through remote e-voting and are otherwise not barred from doing so, will be allowed to vote through e-voting system at the AGM ("InstaPoll").
Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI etc.) are required to send a scanned copy (PDF/ JPG format) of their Board or governing body Resolution/Authorization etc., authorizing the representative to attend the AGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization should be sent via email to KFin Technologies Private Limited (KFin/RTA) at [email protected] from the registered email address and to the Company at [email protected] .
All investor related communication may be addressed to KFin at the following address: KFin Technologies Private Limited Unit: HT Media Limited Selenium Tower B Plot Nos. 31-32, Financial District Nanakramguda, Serilingampally Mandal Hyderabad – 500 032 Tel: + 91-40-67162222, Fax : + 91-40-23001153 E-mail: [email protected]
In compliance with above mentioned MCA Circulars and SEBI Circular, the Notice calling this AGM along with the Annual Report for FY-20 is being sent by electronic mode only, to those Members whose e-mail address are registered with the Depository Participant or the Company’s RTA. The Notice of AGM and Annual Report for FY-20 will also be available on the Company’s website viz. www.htmedia.in and website of stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited ( www.bseindia.com and www.nseindia.com ).
In order to enable the Company to comply with the MCA circulars regarding holding AGM via VC/OAVM and to participate in the green initiative in Corporate Governance, members are requested to register their email address in respect of shares held in electronic form with their Depository Participant, and in respect of shares held in physical form by clicking at https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx or by writing to RTA with details of folio number and self-attested copy of PAN card at KFin Technologies Private Limited, Unit: HT Media Limited, Selenium Tower B, Plot Nos. 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 or by sending email to [email protected] . Members are advised to receive the Notice convening the AGM and Annual Report for FY-20 via e-mail, by updating their email ID by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx . Alternatively, Notice of AGM can be downloaded through https://evoting.kfintech.com/public/Downloads.aspx .
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of unpaid and unclaimed dividend amounts lying with the Company as on September 26, 2019 (date of last Annual General Meeting) are available on the website of the Company (www.htmedia.in) and also on the website of the Ministry of Corporate Affairs (MCA). Members, who have so far not encashed/received dividend in respect of financial years ended on March 31, 2014 to March 31, 2019, may write to RTA, who will arrange to remit the unclaimed dividend amount upon completion of necessary formalities.
Members may note that shares as well as unclaimed dividend transferred to IEPF Authority can be claimed back. Concerned members/investors are advised to visit the weblink: http://iepf.gov.in/IEPF/refund.html or contact KFin to lodge claim for refund of shares and/or dividend from the IEPF Authority.

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Members holding shares in physical form can avail the facility of nomination pursuant to the provisions of Section 72 of the Act and for the same, they are advised to send their nomination in the prescribed Form No. SH-13 to KFin at the above mentioned address. Members holding shares in electronic form may contact their respective Depository Participant(s) for availing this facility.
In terms of SEBI’s circular dated April 20, 2018, members holding shares in physical form and whose Permanent Account Number (PAN) and Bank details are not updated in the records of KFin, are requested to submit their PAN and Bank Account details, along with self-attested copy of PAN Card and original cancelled cheque/ attested copy of bank passbook bearing name of the Member to the Company/KFin.
SEBI has mandated submission of PAN by every participant in securities market. Members holding shares in electronic mode are, therefore, requested to submit their PAN to their Depository Participant with whom they are maintaining the demat account Members holding shares in physical mode can submit their PAN to the Company/KFin.
In terms of SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, with effect from April 1, 2019, securities of listed companies can be transferred only in dematerialized form (except for transmission or transposition of securities). Accordingly, the Company will not accept any fresh lodgement of transfer of shares in physical form. In view of the same, Members are advised, in their own interest, to dematerialize the shares held by them in physical form.
Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or Company’s RTA, details of such folios together with the share certificate(s) and KYC proof(s) viz. PAN, Aadhaar etc. for consolidating their holding in one folio. The share certificate(s) will be returned to the members after making requisite changes, thereon.
Members are requested to send their queries, if any, on the financial statements/operations of the Company, by writing email to the Company Secretary at [email protected] at least 7 days before the AGM, so that the information can be compiled in advance.
Relevant documents referred to in this Notice are available for inspection electronically without any fee by the Members on all business days (except Saturday, Sunday and Public Holidays) upto the date of AGM. The Register of Directors, Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register of Contracts & Arrangements in which Directors are interested, maintained under Section 189 of the Act and the certificate of Auditors of the Company in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 regarding implementation of ‘HT Group Companies - Employee Stock Option Rules for Listed Companies’, will be available for inspection electronically by the members during the AGM. Members desirous to inspect such documents may send request from their registered email id, to the Company at investor@ hindustantimes.com .
Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI LODR, the Company is providing to its members the facility to exercise their right to vote on resolutions set out in notice of AGM, by electronic means (“e-voting”). Members may cast their vote remotely, using an electronic voting system on the dates mentioned herein below (“remote e-voting’’). Further, the facility of voting through electronic voting system will also be available at the AGM (“InstaPoll”), and members attending the Meeting who have not cast their vote(s) by remote e-voting, will be able to vote at the Meeting through InstaPoll. The Company has engaged the services of KFin as the agency to provide e-voting facility at the AGM.

24. The remote e-voting facility will be available during following period:

Commencement of remote e-voting From 9.00 a.m. (Server time) on December 25, 2020 (Friday) End of remote e-voting Upto 5.00 p.m. (Server time) on December 28, 2020 (Monday)

Remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e-voting module shall be forthwith disabled by KFin upon expiry of aforesaid period.

Persons whose name appear in the Register of Member/list of Beneficial Owners as on Tuesday, December 22, 2020 (Cut-off date) shall be entitled to cast their vote by remote e-voting on the resolutions set forth in this Notice or participating at the AGM and vote through InstaPoll. Any person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.
The Board of Directors has appointed Shri Sanket Jain, Company Secretary-in-Practice (C.P. No. 12583), as Scrutinizer to scrutinize the remote e-voting and InstaPoll process in a fair and transparent manner and he has communicated his willingness to get appointed and will be available for the said purpose.
After conclusion of e-voting at the AGM, the Scrutinizer shall, scrutinize the votes cast via InstaPoll and votes cast through remote e-voting, and will make a consolidated Scrutinizer’s Report for onward submission to the Chairman/Director/Company Secretary.
The result of e-voting (remote e-voting and InstaPoll) will be declared within 48 hours of the conclusion of AGM, and the same along with the consolidated Scrutinizer’s Report, will be placed on Company’s website viz. www.htmedia.in and on the website of KFin viz. https://evoting.kfintech.com/ . The result will be simultaneously communicated to NSE and BSE.
The resolutions set out in the notice of AGM shall be deemed to be passed on the date of AGM, subject to

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receipt of requisite number of votes in favour of the resolution(s).

For effecting change in address/bank details/NECS (National Electronic Clearing Services) mandate; members are requested to notify:
(i) KFin, if shares are held in physical form; and
(ii) their respective Depository Participant (DP), if shares are held in electronic form.
Members are requested to carefully read the “Procedure and Instructions for remote e-voting and e-voting at the AGM (InstaPoll)” and "Procedure for joining the AGM through VC/OAVM" given hereunder.

PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING AT THE AGM (“INSTAPOLL”)

The procedure and instructions for remote e-voting are as under:

I. A. In case a member receives an e-mail from the Company/KFin [for members whose e-mail addresses are registered with the Company/Depository Participant(s)]:
(a) Launch internet browser by typing the URL: https://evoting.kfintech.com/
(b) Enter the login credentials (User ID and password given in the e-mail). The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.kfintech.com or contact at 040- 67162222/ 1800-345-4001 (from 9:00 a.m. to 6:00 p.m.) for your existing password.
(c) After entering these details appropriately, click on “LOGIN” .
(d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
(e) You need to login again with the new credentials.
(f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Name of the Company viz. HT Media Limited.
(g) On the voting page, enter the number of shares held by you as on the Cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR”/“AGAINST”, but the total number under “FOR”/“AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.
(h) Members holding shares under multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.
(i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.
(j) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.
(k) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.
(l) Once you confirm, you will not be allowed to modify your vote.
(m) Corporate/Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution/Power of Attorney/Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: [email protected] with a copy marked to [email protected] . It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVENT NO.”
B. In case of a member whose e-mail address is not registered/updated with the Company/KFin/Depository Participant(s), please follow the following steps to generate your login credentials:
(a) Members holding shares in physical mode, who have not registered/updated their email addresses with the Company, are requested to register/update the same by clicking on https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx or by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or to KFin at [email protected] .
(b) Members holding shares in dematerialized mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register/update their email addresses with the Depository Participant(s) with whom they maintain their demat accounts.
(c) After due verification, the Company/KFin will forward your login credentials to your registered email address.
(d) Follow the instructions at I.(A) (a) to (m) to cast your vote.
II. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending further communication(s).

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III. Once the vote on a resolution is casted by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
IV. Information and instructions for InstaPoll : Facility to cast vote through InstaPoll will be made available on Video Conferencing screen and will be activated once the InstaPoll is announced at the AGM. Member can opt for only single mode of voting per EVEN, i.e., through remote e-voting or voting at the AGM (InstaPoll). If a member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.
V. Any person who becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as on the cut-off date may obtain the User ID and password from KFin in the manner as mentioned below:
(a) If the mobile number of the member is registered against Folio No./DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to +91-9212993399 Example for NSDL: MYEPWD IN12345612345678
- Example for CDSL: MYEPWD 1402345612345678

Example for Physical: MYEPWD XXXX1234567890

(b) If e-mail address or mobile number of the member is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.kfintech.com/ , the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
(c) Member may send an e-mail to [email protected] requesting User ID and Password. However, KFin shall endeavor to send User ID and Password to those new Members whose mail ids are available.
VI. In case of any query/grievance, in respect of e-voting, Members may refer to the Help & FAQs section/ E-voting user manual available at the “Downloads” section of KFin’s website: https://evoting.kfintech.com/ or contact Shri Rajkumar Kale, Senior Manager, KFin Technologies Private Limited, Unit: HT Media Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad 500032 | Phone No.: +91-040-67162222 | Toll-free No.: 1800-345-4001 | E-mail: [email protected].

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM:

The Company is providing VC/OAVM facility to its Members for participating at the AGM.
a) Members will be able to attend the AGM through VC at https://emeetings.Kfintech.com by using their e-voting login credentials.
- Members are requested to follow the procedure given below:
- i. Launch internet browser (chrome/firefox/safari) by typing the URL: https://emeetings.KFintech.com ii. Enter the login credentials (i.e., User ID and password for e-voting). iii. After logging in, click on “Video Conference” option
- iv. Then click on camera icon appearing against AGM event of HT Media Limited , to attend the AGM.
b) Members who do not have User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the procedure given in the e-voting instructions.
c) Members will be allowed to attend the AGM through VC/OAVM on first come, first served basis.
d) Members wish to ask questions during the AGM may register themselves on https://emeetings.Kfintech.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The Speaker Registration will be open from December 24, 2020 (09:00 A.M. IST) till December 26, 2020 (5:00 P.M. IST). Only those members who have registered themselves as speaker will be allowed to ask questions at the AGM. The Company reserves the right to restrict the number of questions and speakers, depending upon availability of time as appropriate for smooth conduct of the AGM. Members are requested to wait for their turn to be called during the Question and Answer Session. Due to inherent limitation of transmission and coordination during the AGM, the Company may have to dispense with or curtail the Question and Answer Session. Hence, Members are encouraged to get themselves registered in advance to ask questions/queries etc. at the AGM.
e) Link to join the meeting shall be opened 15 minutes before the scheduled time of the AGM and shall be kept open throughout the proceedings of the AGM.
f) Members who need assistance before or during the AGM can contact KFin at [email protected] or call at 040- 6716 2222/1800-345-4001. Kindly quote your name, DP ID-Client ID/Folio no. and E-voting Event Number in all your communications.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.

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STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 3

The Board of Directors, on recommendation of Audit Committee, approved the appointment of M/s. Ramanath Iyer & Co, Cost Accountants (Firm Registration No. 000019) as Cost Auditors to conduct audit of the cost records of FM Radio business of the Company for the financial year ended on March 31, 2021 at a fee of Rs. 65,000/(excluding applicable statutory levies and reimbursement of out-of-pocket expenses). In terms of the provisions of Section 148 of the Companies Act, 2013 (the ‘Act’) and the Companies (Audit and Auditors) Rules, 2014, the fee payable to the Cost Auditor shall be ratified by the Members of the Company. Accordingly, consent of the Members is sought for ratification of the above fee payable to the Cost Auditor.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolutions set out at Item No. 3 of the Notice for approval of Members.

ITEM NO. 4

Shri Shamit Bhartia has been Director of the Company since inception. He has been instrumental in the growth journey of HT Media group. However, in order to enable the Company to comply with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) of atleast one half of the Board of Directors to comprise of lndependent Directors, upon resignation of Smt. Sindhushree Khullar (Independent Woman Director), Shri Shamit Bhartia, Non-executive Director of the Company resigned from the Board of Directors w.e.f. December 30, 2019 to balance the composition of the board on the above lines.

Thereafter, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, approved appointment of Shri Shamit Bhartia as an Additional Director of the Company w.e.f. March 31, 2020. In accordance with the provisions of Section 161 of the Act, Shri Shamit Bhartia shall hold office up to the date of this Annual General Meeting. In this regard, the Company has received request in writing from a member of the Company proposing his candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and other applicable provisions of the Act. The Board of Directors has recommended appointment of Shri Shamit Bhartia as a Non-executive Director liable to retire by rotation, for approval by the Members of the Company.

Shri Shamit Bhartia holds a degree in Economics from Dartmouth College, USA. He has worked in the Corporate Finance and M&A Group, Lazard Frere, New York, from July 2001 till August 2002. Considering the impeccable credentials of the incumbent and the requirement of the Company, the Board of Directors commends the appointment of Shri Shamit Bhartia as Non-executive Director of the Company.

Shri Shamit Bhartia is interested in the resolution set out at Item no. 4 with regard to his appointment as Non-executive Director, and Smt. Shobhana Bhartia and Shri Priyavrat Bhartia being related to Shri Shamit Bhartia may also be deemed to be interested in the said item of the agenda. Save and except the above, none of the Directors or Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in this resolution.

The Board commends the Ordinary Resolutions set out at Item no. 4 of the Notice for approval by the Members.

ITEM NO. 5

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, approved appointment of Smt. Rashmi Verma as an Additional Director of the Company w.e.f. July 28, 2020. Pursuant to the provisions of Section 161 of the Act, Smt. Rashmi Verma shall hold office up to the date of this Annual General Meeting. The Board of Directors has recommended appointment of Smt. Rashmi Verma as an Independent Woman Director, to hold office for 5 (five) consecutive years for a term upto March 31, 2025, for approval by the Members of the Company.

Smt. Rashmi Verma, IAS (Retd.) has a rich experience of working in various sectors in her career spanning more than 36 years. She did her MBA (Project based) from University of Hull, UK. Her last posting before superannuation on November 30, 2018 was Secretary, Ministry of Tourism, Govt. of India. She had earlier worked as Principal Secretary Tourism, Bihar cum CMD, Bihar State Tourism Corporation and before that as Additional Director General (Tourism), Govt. of India. She was associated with ‘Incredible India’ campaign as Additional DG, Tourism and with Incredible India 2.0 as Secretary Tourism. She has acquired special expertise in development of selected tourist sites by ensuring all round infrastructure development and better connectivity necessary for a world class destination. Prior to her posting as Secretary, Tourism, Smt. Rashmi Verma worked as Secretary, Ministry of Textiles, Govt. of India. She acquired deep knowledge of Goods and Services Tax (GST) and other related matters in her capacity as Additional Secretary, Department of Revenue, Govt. of India. While working in Department of Defence Production, Ministry of Defence, Smt. Rashmi Verma oversaw the working of Ordnance Factories and took initiatives for their modernisation and capacity expansion. Smt. Rashmi Verma also worked as Director / Joint Secretary Prime Minister’s Office during 1998-2002. Considering the qualification and relevant experience of Smt. Rashmi Verma, her appointment as Independent Director shall be beneficial to the Company.

The Company has received a notice in writing under Section 160 of the Act from a member, signifying intention to propose the candidature of Smt. Rashmi Verma for the office of Director. The Company has also received the following documents from Smt. Rashmi Verma – (a) declaration of independence; (b) consent to act as Director; and

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In the opinion of the Board, Smt. Rashmi Verma possesses appropriate skills, experience & knowledge, and fulfills the conditions specified in the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI LODR, for her appointment as an Independent Woman Director. Smt. Rashmi Verma is independent of the management and is not related to any Director or Key Managerial Personnel of the Company. As a Non-executive Director, Smt. Rashmi Verma will be entitled to receive sitting fee for attending Board/ Committee meeting(s) as approved by the Board of Directors from time to time. Draft Letter of Appointment of Independent Directors, setting out terms and conditions of her appointment as Independent Director is available on the Company’s website viz. www.htmedia.in.

Smt. Rashmi Verma is interested in the resolutions set out at Item no. 5 of the Notice and her relatives may also deemed to be interested in the resolutions, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the Directors or Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolutions set out at Item no. 5 of the Notice for approval by the Members.

By Order of the Board For HT Media Limited

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Place: New Delhi Date: November 27, 2020

(Dinesh Mittal) Group General Counsel & Company Secretary

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Details of the Directors pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) - Regulations, 2015 and Secretarial Standard on General Meeting (SS 2) issued by the Institute of Company Secretaries of India, as applicable

Name of Director	Shri Praveen Someshwar	Shri Shamit Bhartia	Smt. Rashmi Verma
Age (Years)	53	41	61
Relationship with other Directors_inter-se_and Key Managerial Personnel	None	(a)_Son of Smt. Shobhana Bhartia,_Chairperson& Editorial Director (b)_Brother of Shri Priyavrat Bhartia, _Non-executive Director	None
Date of Appointment	August 1,2018	March 31,2020	July28,2020
Expertise in specific functional areas	Strategic leadership, business and finance	Formulation & implementation of 'Vision & Strategy' and mergers & acquisitions	Public administration & Strategic Planning
Qualification	Chartered Accountant and Cost Accountant	Degree in Economics (Dartmouth College, USA)	IAS (Retd.) and MBA (Project-based) from University of Hull, UK
Terms and conditions of appointment/ re-appointment	Director, liable to retire by rotation	Director, liable to retire by rotation	Independent Woman Director, not liable to retire byrotation
No. of equity shares of Rs.2/- each held in the Company	Nil	1	Nil
Remuneration last drawn *(during FY-20)*	Rs. 378.19 Lac (as MD & CEO)	Nil	Not applicable
Directorship held in other companies *(excluding* *foreign companies)*#	i. Hindustan Media Ventures Limited (Listed Entity) ii. Next Mediaworks Limited (Listed Entity) iii. Digicontent Limited (Listed Entity) iv. Next Radio Limited v. Shine HR Tech Limited% vi. Media Research Users Council India vii.The Press Trust of India Limited viii.The Indian Newspaper Society ix. Audit Bureau of Circulations	i. Hindustan Media Ventures Limited (Listed Entity) ii. Jubilant Foodworks Limited (Listed Entity) iii. Jubilant Industries Limited (Listed Entity) iv. The Hindustan Times Limited v. HT Learning Centers Limited vi. Shine HR Tech Limited% vii. Earthstone Holding (Two) Private Limited viii.Goldmerry Investment & Trading Company Limited ix. Indian Country Homes Private Limited x. Jubilant Agri and Consumer Products Limited xi. Jubilant Motorworks Private Limited xii. SBS Trustee Company Private Limited xiii.Shobhana Trustee Company Private Limited	i. Indian Institute of Insolvency Professionals of ICAI

		xiv.SS TrusteeCompany Private Limited xv. SSB Trustee Company Private Limited
List of the Committees of Board of Directors (across all companies) in which Chairmanship/ *Membership is held#**	HT Media Limited i.Audit Committee - Member ii. Stakeholders’ Relationship Committee - Member HindustanMedia Ventures Limited i. Stakeholders’ Relationship Committee - Member Next Mediaworks Limited i.Audit Committee - Member ii. Stakeholders’ Relationship Committee - Chairman Digicontent Limited i.Audit Committee - Member ii. Stakeholders’ Relationship Committee - Member Next Radio Limited i. Audit Committee - Member	Jubilant Foodworks Limited i. Audit Committee - Member	None
No. of Board Meetings attended during FY-20	6	5	Not applicable

#as per latest disclosure received from the Director(s)

* in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only two Committees viz. Audit Committee and Stakeholders’ Relationship Committee have been considered

% under process of strike-off

Annexure-B

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Board of Directors

Smt. Shobhana Bhartia Chairperson & Editorial Director

Shri Ajay Relan Smt. Rashmi Verma* Shri Vikram Singh Mehta Shri Vivek Mehra Shri Priyavrat Bhartia Shri Shamit Bhartia

Shri Praveen Someshwar Managing Director & Chief Executive Officer

Statutory Auditor

B S R and Associates Chartered Accountants

Registered office

Hindustan Times House 18-20, Kasturba Gandhi Marg New Delhi - 110 001, India Tel: +91 11 6656 1608 Fax: +91 11 6656 1445 Email: [email protected] Website: www.htmedia.in

Registrar and Share Transfer Agent

KFin Technologies Private Limited Selenium Tower-B Plot Nos. 31 - 32, Financial District Nanakramguda, Serilingampally Hyderabad - 500 032 Tel: +91-40-67162222 Fax: +91-40-23001153 Toll Free No.: 1800-345-4001 Email: [email protected] Website: www.kfintech.com

Appointed w.e.f. July 28, 2020

Group Chief Financial Officer

Shri Piyush Gupta

Group General Counsel & Company Secretary

Shri Dinesh Mittal

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17-81 Revised Statutory Reports

01-16 About HT Media

Management Discussion and Analysis / 17 Board's Report / 25

HT Group – An Overview / 02

Our Business Model – Creating Value For All / 04

Chairperson’s Message / 06 Letter from MD & CEO / 08

Report on Corporate Governance / 66

Company – People, Culture and Social Responsibility / 10

82-327 Revised Financial Statements

Standalone Financials / 82

Cautionary statements

Certain statements in the MDA section concerning future prospects may be forward-looking statements which involve a number of underlying identified / non identified risks and uncertainties that could cause actual results to differ materially. In addition to the changes in the macro-environment, the Covid-19 pandemic may pose unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to the Company and the environment in which it operates. The results of these assumptions, relying on available internal and external information, constitute the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based, are also subject to change accordingly. These forwardlooking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Disclaimer: All data used in the initial sections of the report (including MD&A) are primarily based on publicly available sources, and discrepancies, if any, are incidental and unintentional.

Consolidated Financials / 197

With a rich legacy spanning 96 years, HT Group has grown today to become one of India’s largest media conglomerates. It brings across to the audience the most authentic and relevant news, through its print publications Hindustan Times, Hindustan and Mint, unmatched entertainment in over 15 cities via its radio channels, a leading jobs portal and robust advertising platforms.

The leading print brands of HT Group have amassed over 5.8 crore readers across India. Similarly, the Radio Broadcasts are tuned in by more than 3.1 crore listeners. HT Media also has a highly engaged community across all social media platforms.

The media landscape has undergone immense transformation in the past decade and despite the testing times, HT Media, backed by its ethos of clarity and credibility has continued to make strides as the - Trusted Voice of an Evolving India, especially in today’s information-addled world.

Source: Print- IRS Q4 2019 (Total Readership) (TR) ; Radio- RAM for the week ending March 14 2020

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HT Group is today one of India’s leading conglomerates operating in the Media & Entertainment industry.

It is a prominent media house with presence in English, Hindi and Business newspaper categories, through its prestigious brands like Hindustan Times, Hindustan and Mint. It operates FM radio stations under the brands Fever, Radio Nasha and Radio One. It also has a distinguished presence in the recruitment market through the job portal, Shine.com. As a responsible organization, it is committed in the resolve to bring about a positive change in the lives of readers, listeners and job seekers. HT Media has also forayed into the podcast market with the launch of HT Smartcast which is a one-stop audio destination for sports, markets, fashion and news.

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COURAGE
01
PEOPLE RESPONSIBILITY
CENTRIC 05 02
Our Values
04 03
CONTINUOUS
SELF RENEWAL EMPOWERMENT
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Key Brands

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02 Annual Report 2019-20

01-16 About HT Media

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H T G R O U P – A N O V E R V I E W

Print

Hindustan Times

2

1

2

English newspaper in India

In Delhi-NCR for 19th time in a row

In Punjab (including Chandigarh)

In Mumbai

Hindustan

1

2

In Bihar

In Uttarakhand

In Bihar and Jharkhand combined

In Jharkhand, Delhi

Mint

2

Business daily in India

Note: Rankings for print publications are based on Average Issue Readership (AIR) as per IRS Q4 2019, unless otherwise stated

Radio

Digital

Fever FM

1 In listenership in Delhi, Mumbai & Bengaluru (non-Kannada)

Radio Nasha #1 Retro station in Delhi

Shine.com

2

Job portal in India

36 million

Strength of job-seekers’ database

Note: Radio rankings are based on RAM share % for Q4 FY2019-20 (till March 14, 2020)

Trusted Voice of Evolving India

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We deliver incisive
Our value philosophy
and credible news
to our readers
through our print
publications, music
and entertainment Courage To encourage the ability that meets
through our radio opposition with skill, competence
channels & podcast and fortitude
content, and
recruitment solutions
Responsibility Be accountable for results in line
that cater to an
with the company’s objectives,
ever- growing market
strategies and values
of aspirational job-
seekers.
Empowerment Support our people and give them
As an organisation,
the freedom to perform, to provide
we always strive our readers with information that
to give more to influence their environment
our consumers and
partners.
Continuous Self Determination to constantly
Renewal
re-examine and re-invent ourselves
for further innovation and creativity
People Centric People are our greatest asset. We
invest in them and know that the
rest will follow
04 Annual Report 2019-20
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01-16 About HT Media

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O U R B U S I N E S S M O D E L – C R E A T I N G V A L U E F O R A L L

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Our revenue generation framework

Advertising

Offers new and customized solutions beyond regular advertising which is also amplified through user engagement

Circulation

Revenue is primarily generated from the sale of our English and Hindi dailies, which continue to command leading positions in key markets

Job Portal

Provides end-to-end recruitment solutions by accurately matching candidate profiles to relevant job openings

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Our stakeholders

Customers

Delivering genuine, high value and quality content to our audience, along with innovative solutions to our advertisers

Investors

Long term value creation for shareholders

Communities

Sharing value created to stimulate growth and development in host communities by investing in socio-economic projects and promoting preferential local procurement

Employees

Providing employment and the opportunity to earn a living, to develop skills and learn in a safe working environment

Trusted Voice of Evolving India 05

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Dear Shareholders,

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We are happy to share with you our Annual Report for FY 2019-20.

HT Media Group has always been about empowering and enriching people by providing them credible, accurate, independent and timely news and information. This means our responsibilities become all the more important during times of crisis, such as the one that we are witnessing now with the outbreak of the COVID-19 pandemic in India, and across the world. I want to assure you that in these testing times, we remain as committed, if not even more, to our mission.

Looking back at the year, HT Media held its own despite softening economic growth in the country. Growth was hit by both global and local factors, and both cyclical and structural reasons. As a result, both investment and consumption suffered. According to the government, India’s GDP is estimated to have grown 4.2% in FY 2019-20, compared to 6.1% the previous fiscal. The Media & Entertainment industry was impacted by the economic slowdown, with advertisers exercising prudence when it came to advertising budgets. The outbreak of the COVID-19 pandemic further intensified the challenges faced by the economy during the last quarter for FY 2019-20.

Overall revenues declined for the group in FY 2019-20 given the subdued advertising environment. Throughout the year, we adapted

06 Annual Report 2019-20

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C H A I R P E R S O N ’ S M E S S A G E

our plans and focused on factors within our control to offset the decline in advertising revenue. Hence, despite the pressure on revenue, earnings grew sharply. The strength of our balance sheet and our comfortable liquidity position held us in good stead in these unprecedented times enabling us to maintain smooth functioning of operations. Our treasury operations performed exceedingly well in the year, despite a volatile market and without any credit linked incidents. We continue to be extremely prudent on cash utilisation. We are focussed on investing in new organic and inorganic initiatives to create businesses of the future for the Group, but we will do this in a measured manner.

Despite the current economic scenario, we have resiliently moved forward in the pursuit of excellence. Newer technologies, shifting consumer preferences and a competitive business environment are bringing about changes which are reshaping the media landscape. As a result, we continue to focus on customer reach and engagement, leveraging technology, and adopting prudent pricing mechanisms to drive value. We are also very conscious that we need to keep innovating when it comes to providing solutions to our advertisers.

In print segment, we cater to a large audience with our diverse portfolio of English and Hindi newspapers. Hindustan Times, our English daily, continues to enjoy a prominent position in the market along with our Hindi daily, Hindustan. This has been demonstrated with the IRS Q4 2019 results. For our business readers, we have consistently delivered meaningful news and insights through our business daily, Mint.

During the year under review, we retained our premium positioning in key markets. Our publications continued to

be among the top newspapers in their key markets, collectively reaching 5.63 crore readers in India on the basis of Total Readership (TR), as per the IRS Q4 2019 survey. All our publications continue to offer a compelling proposition for advertisers owing to our extensive reach and a large reader base.

Fiscal 2019-20 was a landmark year for our radio business as we added ‘Radio One’ to our portfolio through the acquisition of Next Mediaworks.

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OUR PUBLICATIONS CONTINUED TO BE AMONG THE TOP NEWSPAPERS IN THEIR KEY MARKETS, COLLECTIVELY REACHING 5.63 CRORE READERS IN INDIA ON THE BASIS OF TOTAL READERSHIP (TR), AS PER THE IRS Q4 2019 SURVEY.

This has enabled us to build a robust portfolio of radio stations in the top cities of the country. The company now has 22 stations and a national footprint covering 15 cities. We have strengthened our presence in this segment with an excellent combination of Radio brands – Fever, Nasha and Radio One. As per RAM ratings for Q4 FY 2019-20, Fever FM is the No. 1 station in Delhi, Mumbai, and Bengaluru

(non-Kannada), while, Radio Nasha continues to be the No. 1 retro station in Delhi.

The secret to our success lies in the hard work and dedication of each and every member of the HT Media family. I am proud of our passionate team that is always ready to learn new skills and pursue emerging opportunities. The commitment of our employees during this period exhibits their strong sense of duty towards the nation, especially in the face of unprecedented challenges. We have heightened efforts to ensure safety and well-being of our employees. We have built an inclusive culture with a diverse workforce, and have undertaken various initiatives to increase engagement with our employees, to help them strike a work-life balance, and have provided them opportunities to grow and emerge as leaders of tomorrow.

We continue to be hopeful of the future, once the impact of pandemic subsides. We remain absolutely prepared to rise to the challenges we face and capitalize on opportunities to add value to our offerings. We will continue to uphold our principles of integrity, objectivity and fairness, and produce contemporary newspapers true to the values of good journalism.

I wish to extend my heartfelt thanks to each and every employee of HT Media for their hard work and dedication. I would also like to extend my appreciation to the Board of Directors, investors, shareholders, customers and readers for their continued trust in us.

Regards,

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Shobhana Bhartia

Chairperson and Editorial Director

Trusted Voice of Evolving India 07

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Dear Readers,

profits. On the other hand, we faced headwinds such as weak economic environment, slowdown in commercial business activities and customs duty imposition. The black swan in the form of outbreak of Novel coronavirus has also brought forth a new set of challenges.

It gives me immense pleasure to write to you again and take you through the progress we have made during the year under review. During the last fiscal, print media witnessed both disruptions and opportunities. The softening of newsprint prices provided a boost to our operating

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Sector-wise Performance

Print

The IRS Q4 2019 results have once again displayed our dominant position in key markets, and reaffirm that our newspapers are a preferred choice of readers. Our premium English daily ‘Hindustan Times’ and Business daily ‘Mint’, continued to maintain strong presence and both were ranked No. 2 in their respective categories in India. Further, our Hindi daily ‘Hindustan’ has a wide reach and attracted AIR of 1.3 crore readers.

Our Print segment saw a relatively good festive season during the year. On the circulation front, we took cover price hike in key markets. We brought forth numerous product and editorial innovations during the year. We redesigned few of our publications, which were welcomed by our younger readers, who found both the format and the content engaging. Our focus has also been on longer narratives that take readers behind the news and offer in-depth explanation of key issues.

Radio

Our three radio brands – Fever, Nasha and Radio One, continued to engage listeners across cities. We successfully managed the acquisition of Radio One and integrated it with our existing radio portfolio. Radio One has operations spread across 7 metro cities including Delhi, Mumbai, Bengaluru, Kolkata, Chennai, Pune and Ahmedabad. With this acquisition, we are counted amongst the top radio companies in

08 Annual Report 2019-20

01-16

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L E T T E R F R O M M D & C E O

the country and the leader in metro markets.

Shine

Shine is the 2nd largest job portal in India, with a sizeable share of the industry traffic through mobile platforms. It has shown good traction in revenue during the year. We have made significant investments to leverage Artificial Intelligence (AI) and Machine Learning (ML) algorithms to simplify the overall system in order to improve the recruitment process of the portal. Shine is currently focusing on further developing its technology platform to provide an enhanced search experience to its recruiters. Alongside, there is a key focus on developing Shine Learning as an upskilling platform.

New initiatives

Podcast

This is a new vertical that we entered during the year, with credible, fun yet down-to-business audio content on sports, markets, fashion, news and everything in between. We also launched our podcasting platform – htsmartcast.com.

Others

Our strong balance sheet and liquidity position enabled us to maintain smooth functioning of operations in these exceptional times. We have been judicious in our cash management. We managed to turn in a very good treasury performance for the year. We would continue to invest in building

new business streams for the company through both organic and inorganic initiatives.

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THE IRS Q4 2019 RESULTS HAVE ONCE AGAIN DISPLAYED OUR DOMINANT POSITION IN KEY MARKETS, AND REAFFIRM THAT OUR NEWSPAPERS ARE A PREFERRED CHOICE OF READERS.

COVID-19 and the road ahead

As you are aware, the COVID-19 pandemic has brought an unprecedented set of challenges in all aspects of businesses across the globe. We are committed towards building a healthy and sustainable business while navigating through this crisis. The health and safety of our employees remains a top priority during this time. We are taking the necessary steps to manage the short and medium term

financial impact on the company, including measures such as cost rationalisation, product reconfiguration and productivity improvement.

Notwithstanding the challenges that it brings, we intend to utilize this crisis as an opportunity to embrace technology across verticals, re-examine our cost model, simplify processes for faster response to rapidly evolving situations, and reimagine the work place, by categorising Work from Office, Roster jobs and Work from home.

I firmly believe that we will overcome the challenges and emerge even stronger because we have great products which have stood the test of time, committed shareholders who believe in the fundamental strength of our business model, readers and listeners who are loyal to our brands because of the unique proposition they offer and a set of deeply committed employees.

We are confident with the continued support of all the stakeholders, we will not only successfully navigate through these troubled times, but also transform the company, and build a sustainable business model of the future.

Regards,

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Praveen Someshwar Managing Director & CEO

Trusted Voice of Evolving India

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The events organised under the HT Media banner, strive to inform, educate and entertain the participants, audiences and our partners. Moreover, these events have strengthened the brand name, and have become a steady source of revenue.

Hindustan Times Leadership Summit (HTLS)

and sport – and provided invigorating discussions on how to fashion a more fulfilling future. Among those who attended were Prime Minister Narendra Modi, Finance Minister Nirmala Sitharaman, Delhi Chief Minister Arvind Kejriwal, legendary Olympian Michael Phelps, celebrated actor Michael Douglas and other renowned personalities. The Summit saw a footfall of 1500+ high profile delegates from across industries and included CEOs, politicians, bureaucrats and industrialists, amongst others.

Started in 2003, The Hindustan Times Leadership Summit aims to enhance the level of discourse on critical issues, encourage interaction among leaders in important areas and present international quality thought-platforms aimed at solutions. Today, the Summit has grown in stature to be counted amongst the most prestigious conferences in India. The theme of the Hindustan Times Leadership Summit 2019 was ‘Conversations for a Better Tomorrow’. The summit brought together world leaders from many walks of life – politics, business, film

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Hindustan Shikhar Samagam

others, as key speakers. The event was widely featured on digital platforms including Facebook, Twitter & Podcast while being extensively covered in Print, Radio and Television. Over the last 5 years, the event has become an extremely coveted program. The Samagam resonates with our brand promise and offers a new take on issues impacting people.

A marquee event for Hindustan, the 5[th] edition of the Hindustan Shikhar Samagam was held in February 2020 with the theme ‘Naye Daur Ka Naya Nazariya’. The event had 15 speakers and 8 impactful sessions by renowned personalities like Smriti Irani, Ayushmann Khurrana, Yogi Adityanath, and Akhilesh Yadav among

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HT Palate Fest

An all-encompassing food festival, HT Palate Fest is renowned as one of India’s best culinary events. The event brought delicious food and new cooking lessons from renowned chefs. It also allowed people to taste delicious food from over 80 restaurants. Gripping performances from artists and celebrities were also seen during the event.

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10 Annual Report 2019-20

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P L A T F O R M S O F C H A N G E

HT Most Stylish Awards

Hindustan Times India’s Most Stylish Award is the biggest celebration of style in the country. The event brings together and honours people from bollywood, fashion, sports, music, art, culture and many more fields under one roof. The most glamorous awards night of the year was designed, decorated and curated on the ‘Razzmatazz’ theme - specially chosen by India’s fashion

mogul Manish Malhotra. The event saw the presence of the crème de la crème of the entertainment industry, setting benchmarks for others. It also witnessed the coming together of India’s biggest designers, fashionistas and renowned names from bollywood like Shah Rukh Khan, Gauri Khan, Katrina Kaif, Kareena Kapoor Khan, Anushka Sharma and Ranveer Singh, among others.

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HT GIFA

Started in 2015 as an effort to bring the community together and promote football at grassroots-level, HT GIFA (Hindustan Times Great Indian Football Action) today is India’s biggest neighbourhood football tournament for kids. The opportunity is open to kids from class 5-8 in the junior category and class 9-12 in the senior category. The event collaborated with La Liga, the top division of Spanish Football League, and saw the presence of Akshay Kumar at the grand opening ceremony. It witnessed participation of 450 teams. The coaches from La Liga also selected the best footballers from the tournament and gave them once-ina-lifetime opportunity to train at their football schools in India.

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Mint Visionaries

Bill Gates, who is also the co-chair of the Bill and Melinda Gates Foundation, sharing his thoughts with Wipro Ltd’s Chairman Rishad Premji on the topic of “Technology for Social Inclusion”. The event was attended by eminent people comprising CXOs of India’s leading organizations.

The inaugural edition of Mint Visionaries was organized on November 17 2019. It seeks to delve deeper into the minds of people inspiring a new future. The event featured entrepreneur & philanthropist

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Mint Annual Banking Conclave

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Mint’s marquee event in the banking ecosystem, Mint Annual Banking Conclave was organized on February 24 2020 in Mumbai. The 13[th] Mint Annual Banking Conclave was centred on the “$5 Trillion economy challenge”. The event was attended by a highly esteemed audience from India’s banking sector. The keynote was given by Shaktikanta Das, Governor, Reserve Bank of India. Other notable speakers included top leadership of leading banks like HDFC, Citi, Axis Bank and SBI, among others.

Trusted Voice of Evolving India

Mint India Investment Summit

as investment in PE/VC, real estate, and infrastructure. It was attended by renowned personalities from diverse sectors. The keynote address was given by Nitin Gadkari, Union Minister of Road Transport & Highways, Micro, Small & Medium Enterprises, Government of India.

An exemplary event, Mint India Investment Summit is an iconic platform in the Private Equity (PE) and Venture Capital (VC) sector. The event was organized in Mumbai and focused on India’s revival story. Discussions were held on pertinent topics such

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Hindustan Olympiad

identify talented students from various cities and even remote villages in India, who enjoy their moments of fame in our grand felicitation ceremonies. In this journey, we have received an overwhelming support from our partner schools and our sponsors.

Since 2015,

Hindustan Media Ventures Limited in partnership with local schools has been organizing Hindustan Olympiad, an annual school level examination. This examination is designed to determine a student’s general academic aptitude. Hindustan Olympiad has a strong reach in 2,500+ schools across the Indian states of Bihar, Jharkhand, Uttar Pradesh & Uttarakhand. The examination witnessed participation of 1.3 lakh+ students. The initiative has helped to

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Hindustan Kabaddi League - UP

Uttar Pradesh, in association with the Uttar Pradesh State Kabaddi Association. The Pro Kabaddi team of the state - UP Yoddha, owned by GMR Group, is also

Since the last two years, Hindustan Kabaddi League is being organized in

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Hindustan Mission Engineering

Hindustan Mission Engineering is a symposium targeting engineering aspirants from 12[th] Grade. The campaign includes a school contact program with top schools in selected cities, to solicit participation of science students. We also connect with top coaching centres to encourage students to participate in the symposium. It is conducted across 10 cities of Bihar & Jharkhand and in Delhi/NCR. As part of this campaign, we reached out to more than 600 schools across selected cities and 200 plus coaching centres, soliciting participation from 10,000+ students across 11 cities. Top dignitaries from State Educational Departments, Educational Boards, AICTE, CBSE and subject experts were part of the speaker panel.

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a strategic partner in this initiative. The tournament is for both men & women and is hosted in four zones of UP - Agra, Kanpur, Varanasi & Gorakhpur and the playoffs are conducted in Lucknow. A total of 35 men’s teams and 8 women’s teams participated in the 2[nd] edition held during Sep-Oct 2019. In total, almost 650 players participated in the tournament from various teams. The event is in compliance with the CSR objectives of the organisation and helps to promote the sport & players who participate in it.

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O U R P E O P L E - O U R G R E A T E S T A S S E T

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We firmly believe that our employees are one of our greatest assets. Our people strategy is founded on three pillars - creating an organizational context that inspires employees to do their best, enhancing the organization’s effectiveness through capability building, and improving our brand as an employer. We are committed to enhancing the core skills and competencies of our people while also aiding their personal growth and development.

In order to ensure that our employees are well equipped with functional and technical skills, a host of training programs were conducted which included a rich and diverse mix of behavioural and functional modules. These training programs were imparted using blended models of instructor-led & digital platforms, purely classroom sessions, and digital modules.

57 752 Training sessions conducted in 2019-20

Participants trained during the year

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At HT Media, we believe social responsibility is an integral part of our sustainability strategy to create positive social impact. We seek to provide financial aid and volunteering services for vulnerable sections of the society, partnering with the Government and various other organizations. We have been taking key initiatives in this direction to initiate extensive social change, which will accelerate the socio-economic development of India. Some of our social initiatives are highlighted below.

Fight against COVID-19

In an effort to control spread and impact of coronavirus, we have undertaken various measures including but not limited to, distributing sanitizers, masks and gloves to help combat the deadly Novel Coronavirus. We are also fumigating vehicles being used to carry essential goods and products . Masks and sanitizers were also distributed across 2 villages near Mathura – Lohvan and Gossna - supported under Atulya Gram program.

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R E S P O N S I B LY G I V I N G B A C K T O S O C I E T Y & C O M M U N I T I E S

Shine Foundation

As a part of our community building efforts, we have developed a community development program - Shine Foundation that supports the education of 1000 children every year.

It also helps to encourage financial independence in women. The program is conducted across the economically weaker areas of Ghijore (Noida), Lakkarpur (Faridabad) and Tughlakabad

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(Delhi), supporting and offering educational and nutritive support to women and children, for more than 5 years.

The focus areas of Shine’s community service consist of:

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Education of
marginalized children in
alternative mode
Skill Development
& Entrepreneurship
Development
Counselling,
Psycho-Social Support
and Health Care
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IPS Foundation

We support the IPS Foundation to create awareness among farmers in the Punjab belt on grave issues of stubble burning and its impact on the environment. The Foundation supports this cause by educating farmers about environmental sustainability. Additionally, the Foundation helps farmers to access government schemes that offer subsidies for avoiding stubble burning and adopting safer farming alternatives.

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The recent coronavirus outbreak has affected human lives around the world. To prevent its spread, lockdowns were imposed across the country, completely halting all kinds of activities. To ensure dispersal of authentic information and curb rumour mongering, we have undertaken various initiatives in these tough times.

Key initiatives

Spreading relevant messages

We undertook the responsibility of spreading relevant information which resulted in not only

fighting the fake news overload but also busting myths about the pandemic

Shaping opinions

We re-emphasized on safety of newspapers by shaping opinions and building communities

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Driving right conversations

Rallying support for the vulnerable

Raising pertinent issues

We drove suitable narratives as well as saluted COVID warriors

We launched #EldersFirst

initiative to support senior citizens, in an effort to reach out to vulnerable people

We addressed concerns and raised pertinent issues

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M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S ( M D & A )

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Global Economy

The global economy witnessed slow growth amidst multiple headwinds, coming at 2.9% for CY 2019 as per International Monetary Fund (IMF). It was affected by increasing trade tensions between the US and China, rising oil prices and currency depreciation in Emerging Markets and Developing Economies (EMDEs). Global slowdown in the manufacturing sector, and pressure built around US – Iran hostility also added to the slowdown. Aided by supportive monetary policies from several central banks, inflation was largely controlled below target levels, especially in advanced economies. Growth in labour market and resilient service sector were showing the signs of recovery.

Indian Economy

As per World Economic Outlook (WEO) released by IMF in June 2020, the Indian GDP growth stood at at 4.2% in FY 2019-20. India’s economy has become the fifth largest in the world, as measured using GDP at current US dollar prices, moving past United Kingdom and France. The overall size of the Indian economy was pegged at US $2.9 trillion in 2019. The country witnessed an investment-led slowdown which broadened into a weakening consumption-led slowdown. The slowdown in consumption is mainly on account of financial stress in rural income, stagnating agricultural wage, weak job creation and rising unemployment in the country. However, the government is trying to revive demand through various fiscal measures including corporate tax cuts, supporting farmer’s income through MGREGA & Kisan Yojanas and easing monetary policies.

Outlook

The COVID-19 pandemic is impacting individuals, businesses and governments across the world. It has necessitated isolation, lockdowns, and closures to slow the spread of the virus, protect lives and allow the health care systems to cope, which has impacted economic activity. As a result of the pandemic, the global economy is expected to contract by 4.9% during CY 2020, as per IMF WEO June 2020. However, the global economy is expected to grow by 5.4% in CY 2021 as economic activity normalizes, with the aid of policy measures. The synchronized actions of large central banks is expected to generate the space for Emerging Market and Developing Economies (EMDEs) to use monetary policy to respond to domestic cyclical conditions.

(Source: IMF WEO)

World GDP growth rate (in %)

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5.4%
3.6%
2.9%
2018 2019 2020P 2021P
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(Source: IMF WEO)

It was widely expected that Indian economy would see a revival in consumption growth in FY 2020-21. However, the outbreak of COVID-19 is likely to hamper the growth, with projected GDP contraction for FY 2020-21 by 4.5% as per IMF WEO June 2020. The steps taken to contain the spread, such as nationwide restrictions and the lockdown, have resulted in a slowdown in economic activity and could impact consumption as well as investment. The spread of the virus is likely to result in near team supply and demand side pressures. The economic fallout would depend on factors including the pathway of the pandemic, the intensity and efficacy of containment efforts, the extent of supply disruptions, shift in spending patterns, behavioural changes, confidence effects, and volatile commodity prices. However, the IMF expects the Indian economy to sharply recover with a GDP growth of 6% in FY 2021-22.

(Source: IMF WEO, RBI, Economic Survey, KPMG Report)

Indian GDP growth (in %)

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4.2%
2018 2019 2020P 2021P
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Industry Overview

Media & Entertainment Industry

The Indian Media and Entertainment (M&E) industry is the fastest growing among its global peers, and it is anticipated to continue its momentum, outperforming the global average. The industry witnessed a growth rate of 9% over previous year to reach H1.8 trillion in CY 2019.The growth can be attributed to increase in digital subscription and demand for innovative content across various media platforms. However, the industry also witnessed certain headwinds in terms of economic slowdown and changes in regulatory norms.

postponement of events, impact on theatrical revenues due to loss of weekends and delay of content production and postproduction.

The growth of sector, once the impact of COVID-19 wears off, is expected to be driven by consumption of regional media content. Given the wide reach of traditional media, it would continue to be an attractive platform for SMEs and long-tail advertisers across the country. Bundled services are also likely to witness growth. Going forward, the industry is expected to focus on localization and further penetration of regional markets.

(Source: EY M&E Report, PWC Media Outlook)

CY 2019 saw growth in the industry driven by subscription based business model and robustness of content production and post–production. Advertising revenue saw a nominal growth of 5.3% in CY 2019 while the revenue from subscription grew by 9.3%. The growth in advertising was impacted by slowdown in the economy, especially in the second half of the year leading to lower advertising spends during festive season.

Advertising and Subscription Revenue ( H billion)

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785
719
795
755
2018 2019
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(Source: EY M&E Report)

Print Media

The size of the print media sector is estimated at H295.7 billion in CY 2019. It witnessed growth in revenue from circulation and increase in readership during the year under review. The revenue from advertising fell by 5% in CY 2019 which led to overall de-growth in the sector. However, in India, the print media has displayed resilience by continuing to stay relevant and gain readership due to its ability to adapt to changing consumer behaviour.

The print media continues to be the most credible and reliable source of information, gaining its reader’s trust and faith. The segment also witnessed improvement in margin due to rationalization of newspaper prices and implementation of cost reduction measures.

Going forward, the sector is expected to focus on increasing subscription revenue through a combination of cover price actions and identification of new markets which are underpenetrated. It is also working towards building its image as an in-depth and accurate source of information, and not just provider of news and opinion. Additionally, revenue from regional dailies, especially Hindi newspapers, is expected to increase on the back of rising readership in the Hindi speaking belt and targeted advertising efforts.

(Source: EY M&E Report)

Advertising in Print

Outlook

The M&E industry was expected to show a strong growth during CY 2019-22. However, the outbreak of COVID-19 is likely to impact the overall economic growth, which would percolate down to the M&E industry as well. The sector is likely to be affected due to impact on revenue from advertising,

Print media is the 2[nd] largest contributor of revenue in the Indian advertisement market, accounting for around 30% of the total advertising expenditure in CY 2019. The Indian print industry performed quite well when compared to the global average, which declined 3% during the same period. India has bucked the global trend, by being the only country where print continues to have a dominant share of advertising expenditure at 30%.

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M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S ( M D & A )

In terms of volume, English and Hindi dailies together account for a dominant share of total newspaper advertising volume. Hindi dailies continued to be the largest contributor, as it has the largest reach as compared to other languages.

The majority of the advertising growth was witnessed in the first half of CY 2019. The effect of macroeconomic slowdown and a poor festive season led to a slowdown in the second half of the year. Marketing spends by the FMCG, automobile, education, real estate and retail sector continue to be major contributors in print advertising expenditure, with a share of approximately 50% in CY 2019. Further, during the year under review, the e-commerce industry emerged as the fastest growing sector with an advertising expenditure growth of 14% YoY.

(Source: Pitch Madison Report, EY M&E Report)

Circulation in Print

Circulation revenue increased by 2% over previous year, to H89.9 billion in CY 2019. In India, 38% of the people read news publications, 5% read magazines and two-third of all the readers belong to NCCS A-B-C. English and Hindi dailies together contribute 56% to the total circulated copies in the country. The total readership of English dailies showed a marginal increase over previous year, even as Hindi dailies are the most popular in terms of circulation as well as readership. With the constant growth of literacy in the country, regional editions and vernacular publications have attracted readers, which has resulted into growth in circulation of newspapers, and the same trend could be expected to continue.

(Source: EY M&E Report)

Circulation Revenue ( H billion)

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89.9
88.3
2018 2019
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(Source: EY M&E Report)

Radio

The Indian radio segment reached a size of H31.1 billion in CY 2019. The radio revenue of private FM players grew by 5% in the first half of CY 2019, but witnessed a sharp slowdown in

the second half of the year, due to slowdown in the economy. There were over 1100 operational radio stations across the country in CY 2019. As per the IRS Q4 2019, the listenership base of radio, has remained fairly stable across the last three studies. The proportion of urban radio listeners remains almost twice that of the rural listener base.

Delhi-NCR, followed by Maharashtra, have emerged as the leading markets for FM radio in the country, mainly due to a large audience base in these regions. Over 800 radio channel licenses are expected from the upcoming Phase-III auction across 227 new cities. It is expected to significantly improve the reach of FM radio in tier-2 and tier-3 cities in the coming years.

Being a popular local medium of communication, radio was extensively used by government. The e-commerce sector was the main contributor to advertising expenditure growth, followed by FMCG, BFSI, education & retail categories. The millennial population has contributed to the growth of this industry and it is expected to sustain the momentum on account of innovative content, digital communities, music streaming and promotion of traditional events.

(Source: EY M&E Report, Pitch Madison Report, TechSci Research report)

Radio Listenership (listened to radio in last 1 month, % of respondents)

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30%
20%
15%
All India Urban Rural
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Recruitment

The recruitment industry has not just grown but, has evolved into a mature market. The demand for recruiters has grown by 63%, between CY 2016 and CY 2019. It has led to a demand for expert recruitment solutions capable of bridging the gap between candidates and recruiters. Talent is one of the most important business drivers and organizations are increasingly finding value in partnerships with specialist firms and job portals.

(Source: Antal International Report, Trading Economics Report)

Trusted Voice of Evolving India 19

Company Overview

One of India’s largest media companies, HT Media Limited (HT Media), has evolved into a diversified Media and Entertainment conglomerate. The Company’s rich legacy dates back to 1924, when its flagship product Hindustan Times was launched by Mahatma Gandhi.

In the print segment, the Company has an established presence with its key brands including English daily ‘Hindustan Times’, Hindi daily ‘Hindustan’ and Business daily ‘Mint’. The publications are renowned for their editorial prowess and innovative approach, due to which they have emerged as a formidable force in the market.

The marquee brands of the Company have an extensive Total Readership (TR) base of 5.63 Crore in India as per IRS Q4 2019.

The Company has strong presence in the radio segment through brands like ‘Fever’, ‘Nasha’ and ‘Radio One’. The Company also operates a recruitment solutions portal Shine.com, to cater to requirements of recruiters and candidates.

Product Mix (At Group Level)

Print

Hindustan Times

Hindustan Times is one of India’s leading and most reputed English dailies in India. It offers a compelling proposition for advertisers on account of strong brand value and an exclusive and premium reader base. 85% of its readers are from NCCS A validating the premium reader profile. As per IRS Q4 2019, it is the 2[nd] most read English daily in India with an Average Issue Readership (AIR) of 27 Lacs. During the year, Hindustan Times continued to make strides in all the major markets, which validates the faith of the readers who have made it the No. 1 daily in Delhi-NCR for 19[th] time in a row, the No. 1 daily in Punjab including Chandigarh and a strong No. 2 in Mumbai.

Hindustan

Hindustan has a wide reach with Total Readership of 5 Crore readers as per IRS Q4 2019, and continues to enjoy a prominent position in the Indian market. In Bihar, Hindustan continues to dominate the Hindi dailies with AIR of 37 Lacs, including the No. 1 position in Patna. It continues to be a strong player in Uttar Pradesh with AIR of 71 Lacs. It is also the 2[nd] most read

newspaper in Jharkhand and Delhi. Catering to a broad reader base, the Hindi daily is extremely popular across age groups and is a preferred choice of advertisers. Hindustan has a median reader age of 30 years, which indicates its popularity across age groups and adds to its attractiveness for advertisers.

Mint

Mint is one of India’s premium business news publications providing in-depth financial and economic analysis. Mint has held to its No. 2 position among the leading business dailies in India, attracting 2.6 Lacs readers on AIR basis as per IRS Q4 2019. It has the most premium reader profile with maximum share of NCCS A1 readers among all business dailies.

Radio

Fever FM

Fever FM is the No.1 station in Delhi, Mumbai, Bengaluru (nonKannada), as per RAM ratings for Q4 FY20 (till 14 March 2020). Since its inception, Fever FM has consistently topped RAM charts and is a preferred choice of listeners due to its varied content. Fever FM caters to listeners in 13 cities. It has been an undisputed leader in Delhi for over 8 years, and has enjoyed similar success in Mumbai for more than 3 years. When it comes to listenership scores, the RAM domination of the stations is a testimony to its market leadership across states.

Over the years, the brand kept innovation at its core, drove thought leadership and introduced a variety of content (music and non-music), across genres. Fever has truly redefined entertainment on radio through radio dramas, sports, CSR or bollywood. During the year under review, Fever was also appreciated by Prime Minister Narendra Modi for its #PlasticSeBreakUp campaign. Fever is the only radio station to be recognized by PMO for its innovative campaign to ensure reduced usage of single-use plastic.

Radio Nasha

Radio Nasha continues to be the No. 1 retro station in Delhi, as per RAM ratings for Q4 FY20 (till March 14 2020). It is India’s first cool retro station to pay rich tribute to the excitement, romance and attitude of the magical era of the 70’s, 80’s, 90’s & 2000’s. Its unique positioning has helped the brand to carve a niche for itself. With a passion to ‘invoke nostalgia’, it is renowned for its remarkable listener engagement.

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M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S ( M D & A )

Radio One

Financial Overview

Radio One is a new entrant to HT Media’s noteworthy radio portfolio. It has operations in 7 Indian metro cities including Delhi, Mumbai, Bengaluru, Kolkata, Chennai, Pune and Ahmedabad. It has India’s largest International format Radio Network in Delhi, Mumbai and Bengaluru; the Contemporary Hit Radio (CHR) formats in Pune and Ahmedabad; Hindi Retro format in Kolkata, and Tamil format in Chennai. Radio One appeals to the intelligent and evolved listeners, successfully building communities around food, music, sports, travel and fitness.

Recruitment Solutions

Shine.com

Shine.com is the 2[nd] largest job portal in India. It has made significant investments in, and plans to leverage, Artificial Intelligence (AI) and Machine Learning (ML) algorithms to simplify the overall system in order to better the recruitment process of the portal.

To further augment its growth and market share, Shine is focusing on the following areas:

Building a robust candidate database
Focusing on experienced as well as entry-level candidates
Enhancing search algorithms through advanced analytics
Investing in skill up-gradation programs

HT Smartcast

HT Smartcast is one of the nation’s fastest growing podcast platform and the largest content catalogue from a single publisher with over 80 hours of content, ranging from film to markets and politics to fashion. Conceptualised in October 2019, HT Smartcast marked the Company’s foray into the podcasting universe with a vision to add this growing medium to its already robust portfolio.

Within a span of 6 months, HT Smartcast has successfully brought more than 25 top podcasting platforms within its ambit. It has also launched more than 3500 episodes, spanning across 100 shows in varied platforms. The content was sourced from multiple groups (from print, radio and other specially curated content), demonstrating a high degree of cross-functional collaboration. Insights from our podcast platform partners and secondary research led to the selection of a wide array of content for our diverse consumers. The platform has gained around 2.5 million+ listens from India and around the world in a span of 6 months between October 2019 and March 2020.

Revenue from operations

The broad-based slowdown in the economy during the year impacted the discretionary spend by key advertising categories, due to which both print and radio businesses faced pressure on revenue. Accordingly, revenue from operations remained muted at H2083 Crore in FY 2019-20 as compared to H2,199 Crore in the previous year.

Profitability

In FY 2019-20, the Company’s Operating EBITDA witnessed a sharp turnaround to reach H143 Crore from loss of H16 Crore in FY 2018-19. The Operating EBITDA Margin for the year stood at 6.9%, which is an improvement of 8% over last year, due to lower newsprint prices and tight control on costs. The loss after tax stood at H342 Crore in FY 2019-20, compared to a profit after tax of H16 Crore in the previous year. The decline is mainly because of impairment loss towards intangible assets and goodwill, which have been recognised as an exceptional item. Return on Net Worth has reduced from -0.5% in FY 201819 to -16% in FY 2019-20 led by increase in losses.

Current Ratio

Current Ratio has decreased from 1.3 times as on March 31 2019 to 0.9 times as on March 31 2020. This is primarily due to a decrease in current investments and cash.

Interest Coverage Ratio

Interest Coverage Ratio has improved by 92% from 1.0 times as on March 31 2019 to 1.9 times as on March 31 2020, due to the cumulative impact of increase in operating profits and decrease in finance cost.

Inventory Turnover Ratio

Inventory Turnover Ratio decreased from 5.4 times as on 31 March 2019 to 3.7 times as on 31 March 2020, due to a decrease in the Cost of Goods Sold (COGS).

Marketing Initiatives

In order to strengthen its brand recall and market presence, HT Media took various marketing initiatives to further augment its growth. Few of the initiatives are listed below.

My First Vote

A 90-days, high visible campaign was initiated by the Company to encourage the Indian youth to register and cast their votes in

Trusted Voice of Evolving India

the 2019 general elections. The campaign resulted in huge user engagement and registered around 20K views on the website.

HT Read Blue

A unique campaign, whereby Hindustan Times newspapers turned blue for India’s World Cup matches. Engaging its audience through print, radio and on-ground contests, this campaign generated a lot of enthusiasm in Delhi-NCR, Mumbai and Punjab.

HT School Edition

With a vision to create a world class product for the next generation, we completely revamped the HT School edition. Designed to attract students of all age groups, we have fine-tuned the product to make it appealing and engaging. Keeping in mind their diverse requirements, HT School edition is now packed with colourful, vibrant, info-graphic content, incorporating fun facts/trivia, news around science & technology, entertainment, games & puzzles and sports.

HT Weekend

HT weekend is a first-of-its kind 8 page tabloid available every Sunday, along with the HT main edition in Delhi-NCR and Mumbai. The product is designed to deliver a complete infotainment package for a weekend read to our leisure readers. HT Weekend has been curated as the ‘Perfect Hangout Partner’.

Bappa Beat

A unique campaign launched to celebrate the 10 days of Ganesh Chaturthi festival in Mumbai, it helped to create a special connection with Mumbaikars. Bappa Beat touched more than 1 Lac people in Mumbai and helped to improve the brand’s NPS score.

HT Scholarship

We started the Hindustan Times Scholarship Program in 2010 to recognize and reward Mumbai’s brightest young minds. The initiative has entered its 10[th] year and we have received 1.4 Lacs entries from 500 schools, this year. The idea behind the campaign is to reach out to parents and students, and enable them to realize their child’s true potential by helping them to achieve their goals and objectives.

Editorial Highlights

The Company has undertaken several initiatives in its journey of constant improvement in its editorial standards, during the year.

The focus has been on producing, every day, with consistency, fair and balanced editions across the country, raising the quality of news reporting, features and opinion pages. Besides, the Company is focused on 360 degree coverage of events to reach a greater audience.

India – The internet shutdown capital of the world

During FY 2019-20, ~67% of the world’s documented shutdowns took place in India. For the first time, Mint Lounge studied the anatomy of network disruptions and the impact they had on lives and livelihoods of people.

Why Indian women VCs get a raw deal

The campaign shed light on the Indian venture capital (VC) segment being predominantly male-dominated.

Climate Tracker

Mint Lounge launched an important campaign to raise awareness about the impact of climate change to apprise readers and nations of the looming issue through this weekly column.

Specials

General Elections

The general election held in CY 2019 was one of the most significant in the history of modern India. From its announcement to results day, HT fanned out across the country, reporting from the ground, capturing trends, offering commentary, weaving stories around data from every part of India. The ‘Results Day’ edition was a great culmination of this extraordinary effort.

Interim Budget

The Mint Budget issue maintained a laser sharp focus on every aspect of the budget. It offered insights and analysis of major economic issues discussed during the Interim Budget. It also featured a graphic edition on the 200 days that defined Budget 2020. The publication featured interesting interpretations of the economy by Madhubani artists and included cutting-edge graphics.

Human Resource

The Company believes that its employees are the key to its success and their well-being is a priority. HT Media has a comprehensive performance management system, matrix reporting structures and feedback lines to improve the appraisal

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process. The Company strives to build an agile culture. To successfully tread into the future, the Company lays a sharp focus on digitization and automation to leverage opportunities.

Going forward, it intends to focus on the introduction of comprehensive online HR workflows and platforms like Talent Management, Employee Engagement, Learning & Development, Expense Management, Reward & Recognition through AI and ML capabilities. The intent now is to primarily move to digital learning, complemented by instructor-led classroom training programs to enhance skills and competencies of our employees. The focus will be on creating a leaner structure and promoting synergies by collaboration among various businesses, not only in our style of working but also amongst different products. With a total strength of 1,891 members, HT Media Limited is marching ahead to achieve its goals.

Potential risks are reviewed on an ongoing basis and mitigating controls are deliberated upon as an integral part of decisionmaking. To stay ahead of the competition and minimise exposure to risk, the Company has taken various initiatives like continuous investment and diversification into newer businesses, greater management focus on increasing readership/circulation copies based on strength of differentiated content and brand, periodic review of cost structures, use of dynamic mix of local and imported newsprint along with optimized use of different grades, and usage of an automated compliance tool to monitor status of statutory compliances across all locations/functions.

Further, in light of the COVID-19 scenario, the Company is continuously evaluating the evolving situation and taking necessary steps to mitigate its impact, while ensuring business continuity. The Company is also taking cost optimization efforts across businesses and functions.

Women at workplace

Internal Control

The Company has in place, strict policies for women’s safety in the workplace. It is fully compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company’s formulated policy in this regard, is available on the employee intranet portal. The Internal Committee (IC) is in place. Three complaints were reported during FY 2019-20, and they were adequately dealt with by IC. The Company conducts regular training sessions for employees and Internal Committee members. The Company has rolled-out an online module for employees to increase awareness. All employees at the time of their joining, as a part of their induction, have to mandatorily complete online awareness module on the Prevention of Sexual Harassment policy.

Risk Management Framework

HT Media has a robust risk management framework to identify and mitigate risks arising from external and internal factors. A risk identification exercise is carried out periodically across business units to identify various strategic, operational, financial and compliance related risks. These are evaluated for their likelihood and potential impact. Few risks and uncertainties that can affect the business include changing consumer preferences, increasing digitization and adverse macroeconomic conditions influencing revenue growth. The risk of newsprint price fluctuation and supply constraints resulting in higher direct costs also cannot be overlooked. Further, heightened competition in key markets for print and radio businesses, along with a dynamic regulatory landscape remain some of the key risks faced by the Company.

The Company has an effective system of internal controls corresponding with its size, nature of business and complexity of operations. The internal control mechanism comprises of a well-defined organizational structure with clearly defined authority and responsibility levels and comprehensive documented policies, guidelines and procedures governing the operations of respective business areas and functions. These controls have been designed to safeguard the assets and interests of the Company and its stakeholders and also ensure compliance with Company’s policies, procedures and applicable regulations. Owing to continuously evolving business practices, these controls are regularly updated by the management. However, there have been some weaknesses identified in the internal controls in specific revenue stream, including override of certain internal controls by senior management officials, which too have since been addressed and appropriate actions have been/are being undertaken to tighten controls.

A robust Enterprise Resource Planning (ERP) system is used for accounting across locations. The Company also has Shared Service Centre (SSC) and Customer Relationship Management (CRM) application supporting centralized and standardized procurement, payment and approval processes. These systems enhance the reliability of financial and operational information by facilitating system-driven control activities, segregation of duties and enabling stricter controls. The Company is continuously exploring systemic improvements to its current processes, including integration of systems/ applications, minimization of manual intervention with high focus on centralization of activities, wherever possible.

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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 conducts comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. In addition to internal audit activities, Company has also developed an internal financial control framework to periodically review the effectiveness of controls laid down across all critical processes. The Company uses an online compliance management tool, and a concurrent audit mechanism of the same through a professional audit firm for ensuring effective compliance oversight. Further, the Company has the Audit Committee of Directors which meets at least once in every quarter to review internal control systems, accounting processes, financial information and other related areas.

Way Ahead

The outbreak of COVID-19 pandemic would have an impact on the advertising expenditures by businesses as companies look to trim discretionary spends. Due to this, the Company is expected to witness a reduction in the advertising revenue during the lockdown period. We continue to focus on enriching customer engagement, increasing the reach and providing ground breaking & exclusive coverage to our readers. The Company would focus on adoption of cost rationalisation measures to build savings and provide long term benefits to the Company. In these testing times, we would continue to uphold the principles of courage and responsibility enshrined in our values. We expect an uptick in advertising sentiments as the lockdown restrictions are lifted, and economic activity starts to return towards normalcy.

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Dear Members,

Your Directors are pleased to present their revised Report, together with the revised Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2020.

FINANCIAL RESULTS

The Company received a whistleblower complaint in August, 2020 from a named employee of the radio business on his last working day (WB Complaint). The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business. The Company, in accordance with its whistleblower policy, and as confirmed by the Audit Committee appointed an independent law firm which worked closely with two independent accounting firms, for an in-depth comprehensive review. The said investigation brought out practices indicating the following deficiencies and lapses during financial years 2017-18, 2018-19, 2019-20 and 2020-21:

Practice of pre-billing (i.e. billing and booking revenue for services yet to be consumed/ delivered) resulting in reporting of higher revenue in financial results. Such billing remained unconsumed/ undelivered.
Potential manipulation of debtor ageing by issuance of inappropriate credit notes and additional invoices to avoid higher provisioning for bad debts.
Circulating improper balance confirmation requests (by including invoices without delivery/ requests for advertisement) to customers (with such balances either remaining unconfirmed or disputed) resulting in reporting higher revenue.
Potentially improper credit approvals including forced/ credit approval under protest at the instructions of senior management of the Radio business.

Further, based on a very detailed investigation performed, the investigating team and the management concluded that the above mentioned findings were confined to a particular stream of revenue (‘pure money’) of radio business only, and were not pervasive across other financial statement captions. The said investigation did not reveal existence of any personal profiteering or siphoning of funds or embezzlement or misappropriation of funds.

The final findings of the investigation were presented to the Audit Committee and Board of Directors of the Company, including multiple status update briefings in the interim.

Your Company has accordingly undertaken certain actions – remedial and otherwise, with special focus on the radio business, to improve and augment internal control mechanism that can detect and prevent occurrence of any anomalous practices in radio and / or other business. Further, special initiatives have been taken to strengthen the governance mechanism. All the initiatives being undertaken by your Company are listed below:

Revision of financial statements (Standalone and Consolidated) for the financial year ended on March 31, 2020.
Actions against the personnel identified as responsible for the misdemeanor
Further strengthening internal control framework and centralized revenue assurance function
Strengthening governance and communication around Whistleblower and Code of Conduct process
Redefine values and culture for the organisation and digitize the program
Automation/ system integration between business systems and SAP.

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In view of the above, your Company’s performance during the financial year ended on March 31, 2020, along with previous year’s figures is summarized below:

(H in Lac)

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Standalone Consolidated
Particulars 2019-20 2019-20
2018-19 2018-19
(Revised) (Revised)
Total Income 1,35,212 1,44,683 2,30,966 2,43,471
Earning before interest , tax , depreciation and 22,706 12,123 36,989 21,996
amortization (EBITDA) from continuing operations
Add: Exceptional Items (44,274) (11,211) (43,222) (3,480)
Less: Depreciation 11,345 8,269 18,221 10,776
Less: Finance cost 10,345 9,844 9,913 11,350
Profit/ (Loss) before tax from continuing operations (43,259) (17,201) (34,367) (3,610)
less: Tax Expense
• Current Tax 541 426 3,795 1,606
• Deferred tax charge/ (Credit) (4,531) (3,733) (3,977) (6,805)
Total tax expense (3,990) (3,307) (182) (5,199)
Profit for the year (39,268) (13,894) (34,185) 1,589
Add: Share of loss of joint ventures (net of tax) (accounted - - (267) -
for using equity method)
Profit for the year after share of loss of joint ventures (39,268) (13,894) (34,452) 1,589
Add: Other comprehensive income ( net of tax)
a) Items that will not be reclassified to profit or loss 37 (29) (442) (27)
b) Items that will be reclassified to profit or loss 915 (982) 900 (1,277)
Total Comprehensive income for the year (Net of tax) (38,316) (14,905) (33,994) 285
Opening Balance in retained earnings 1,12,888 1,33,283 1,79,929 1,81,954
Add: Adjustment pursuant to scheme of arrangement - - - 319
Add: Profit/(loss) for the year (39,268) (13,894) (34,585) (1,205)
Adjustments related revision (956) - (956) -
Less: Item of other comprehensive income recognized directly
in retained earnings
• Remesurment of post employement benefit obligation 140 (29) (215) (26)
(net of tax)
Less : Amounts reclassified from fair value through other - (5,493) - -
comprehensive income
Less: Dividend paid (931) [@] (931) (922) [@] (922)
Less: Tax on Dividend (57) (57) (191) (191)
Add: Adjustment of accumalted surplus of HT media 9 9 - -
employee welfare trust
Add: Adjustment for change in non controlling interest in - - 142 -
HMVL pursuant to scheme of arrangement
Total Retained Earning 71,825 1,12,888 1,43,202 1,79,929
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@ dividend pertaining to FY-19, declared and paid during FY-20

DIVIDEND

During the last quarter of FY-20, the country witnessed nation-wide lockdown due to COVID-19 pandemic, which has adversely impacted the economy. Consequently, the Company’s printing & publishing and radio business is witnessing a significant decline in revenue and resultant cash burn. 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, 2020.

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”) is appearing as “ Annexure - A ”, and is also available on the Company’s website viz. www.htmedia.in.

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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

Entertainment & Digital Innovation Business

With a view to create a separate entity to support the ‘Entertainment & Digital Innovation Business’ of the Company, and to capitalize the growth opportunities in a focussed manner, the Board of Directors approved a Scheme of Arrangement u/s 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 between the Company and Digicontent Limited and their respective shareholders and creditors (“Scheme”) which, inter-alia, envisaged demerger of ‘Entertainment & Digital Innovation Business’ (Demerged Undertaking) of the Company, and transfer and vesting thereof to and in Digicontent Limited, on a ‘going concern’ basis.

The Scheme was sanctioned by Hon’ble National Company Law Tribunal (‘NCLT’) New Delhi Bench on March 7, 2019, and has become effective from the Appointed Date i.e. March 31, 2018 (close of business hours). Accordingly, in terms of the Scheme, the eligible shareholders of the Company have been allotted equity shares of Digicontent Limited in the ratio of 4:1. The said equity shares have been listed on National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) and trading has commenced w.e.f. June 18, 2019.

Consequent upon effectiveness of the Scheme, Digicontent Limited and HT Digital Streams Limited have ceased to be subsidiaries of the Company.

ACQUISITION OF MAJORITY STAKE IN NEXT MEDIAWORKS LIMITED AND NEXT RADIO LIMITED

With a view to consolidate the FM Radio business of the Company; HT Music and Entertainment Company Limited (Wholly owned subsidiary); Next Mediaworks Limited (NMW); and Next Radio Limited (NRL) (subsidiary of NMW), a Composite Scheme of Arrangement under the Companies Act 2013, (Scheme) was approved by the Board of Directors on August 8, 2018. Keeping in view the wider interest of all stakeholders and after considering all the relevant factors, the Board decided to withdraw from the Scheme on December 20, 2018.

Thereafter, on December 20, 2018, the Board decided to acquire majority equity stake in NMW (i.e. 51%) by way of a combination of Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the public shareholders of NMW and direct acquisition of NMW’s shares from the existing promoters of NMW. The Board also approved acquisition of 48.6% equity stake in NRL.

Upon conclusion of acquisition of majority equity stake in NMW on April 15, 2019, NMW, NRL and Syngience Broadcast Ahmedabad Ltd. have become subsidiaries of your Company. Further, your Company has also completed acquisition of 48.6% equity stake in NRL on November 15, 2019.

NRL operates FM Radio stations under the brand name “Radio One” in Delhi, Mumbai, Chennai, Kolkata, Bengaluru, Pune and Ahmedabad.

ACQUISITION OF MOSAIC MEDIA VENTURES PRIVATE LIMITED

The Board of Directors at its meeting held on July 28, 2020 and November 27, 2020, approved the proposal to acquire 100% share capital of Mosaic Media Ventures Private Limited (Mosaic) held by its existing promoters at a consideration of H 6 Crore. Mosaic is engaged in the business of operating news platform (viz. VCCircle and TechCircle), providing subscription based research databases (viz. VCCEdge and SalesEdge) and event business. Consequent upon acquisition, Mosaic will become wholly-owned subsidiary of the Company.

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RISK MANAGEMENT

Your Company has a risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management’s response to significant risks. A detailed statement indicating development and implementation of a risk management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis.

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/POLICYCELL/2/2015 dated June 16, 2015 (“SEBI ESOP Regulations”) is available on the Company’s website viz. www.htmedia.in. During the year under review, there is no change in the Employee Stock Option (ESOP) Schemes of the Company, and the ‘HTML Employee Stock Option Scheme’ and ‘HTML Employee Stock Option Scheme – 2009’ are in compliance with SEBI ESOP Regulations. In accordance with SEBI ESOP Regulations, voting rights on the shares of the Company held by HT Media Employee Welfare Trust were not exercised during the year under review. Further, during the year under review, 15,19,665 options were granted to the eligible employees (each option representing one equity share of H 2/- each) under “HTML Employee Stock Option Scheme 2009” and 3,63,260 options expired during the period under review.

SUBSIDIARY COMPANIES

The Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, between two subsidiary companies viz. India Education Services Private Limited (IESPL/Demerged Company) and Hindustan Media Ventures Limited (HMVL) and their respective shareholders, for demerger of Business-to-Consumer business (B2C) of IESPL (demerged undertaking) and transfer & vesting thereof to HMVL on a ‘going concern’ basis, was sanctioned by Hon’ble National Company Law Tribunal (‘NCLT’), Kolkata Bench and New Delhi Bench on August 5, 2019 (amended vide order dated August 28, 2019) and October 22, 2019, respectively, and became effective from October 1, 2017 (Appointed Date). Accordingly, in terms of the Scheme, 2,77,778 fully paid-up equity shares of H 10/- each of HMVL, have been allotted to the equity shareholders of IESPL (including 2,74,999 Equity Shares to HT Media Limited), whose name appeared in the register of members of IESPL as on the record date i.e. December 4, 2019. These equity shares of HMVL were admitted for trading on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. January 30, 2020.

The Board of Directors of HT Music and Entertainment Company Limited (wholly-owned subsidiary company) (HT Music) at its meeting held on April 4, 2019 approved the application for reduction of its paid-up share capital from H 334 Crore divided into 334 Crore equity shares of Re. 1/- each, to H 34 Crore divided into 34 Crore equity shares of Re. 1/- each. Hon’ble National Company Law Tribunal, Mumbai Bench (NCLT), sanctioned the said capital reduction vide order dated February 6, 2020. In terms of the NCLT order, HT Music returned H 300 Crore to its shareholders viz. HT Media Limited on February 27, 2020.

With a view to simplify the group structure by consolidation of legal entities with no material business, seven subsidiaries of the Company namely, Firefly E-Ventures Limited (FEVL), HT Digital Media Holdings Limited (HTDMH), HT Education Limited (HEL), HT Learning Centers Limited (HTLC), India Education Services Private Limited (IESPL) and Topmovies Entertainment Limited (TEL) (collectively referred to as Transferor Companies) and HT Mobile Solutions Limited (HTMS) (Transferee Company) at their respective Board meetings held on March 18, 2020, approved a Scheme of Amalgamation u/s 230 to 232 read with Section 66 of the Companies Act 2013, in terms whereof, Transferor Companies will be merged into the Transferee Company. NCLT vide order dated October 12, 2020 has directed to convene meetings of equity shareholders of FEVL, HTDMH, IESPL and HTMS and unsecured creditors of HTMS on December 7, 2020. The said scheme is subject to sanction by Hon’ble National Company Law Tribunal, New Delhi Bench and other necessary regulatory approvals, if any.

On March 31, 2020, the Company acquired, 13,10,000 fully paid-up ordinary shares of SGD 1 each, representing 8.48% of the paidup share capital of HT Overseas Pte. Ltd. (HTOS) (subsidiary company) from HT Digital Media Holdings Limited (subsidiary company). Consequent upon the aforesaid acquisition of shares, HTOS became a wholly-owned subsidiary of the Company.

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Shine HR Tech Limited (Shine HR) was incorporated as wholly owned subsidiary on November 26, 2019. Since its incorporation, Shine HR has not commenced any business activity, accordingly an application has been filed with the Registrar of Companies, Delhi (ROC) on September 4, 2020 for striking off the name of Shine HR from the register of companies.

During the year under review, HT Global Education Private Limited (HTGE), a wholly owned subsidiary company, filed an application with Registrar of Companies, Delhi (ROC) to strike-off its name from the register of companies, as it could not commence operations. Consequently, ROC has struck off the name of HTGE from its register and HTGE stand dissolved w.e.f. August 14, 2020.

The subsidiary companies viz. Syngience Broadcast Ahmedabad Limited (SBAL) and Next Radio Limited (NRL) filed a joint application before Hon’ble National Company Law Tribunal, Mumbai Bench (NCLT) on May 21, 2020 for recall of NCLT’s earlier order dated October 5, 2017 sanctioning the Scheme of Arrangement between NRL & SBAL and their respective shareholders & creditors (Scheme) for transfer of Ahmedabad FM Radio Broadcasting business of NRL into SBAL; and reverse all actions that may have been taken on the basis of said NCLT’s order including any corporate actions, changes to issued capital, filing with any regulatory authority etc. The said joint application was filed as NRL did not receive approval of Ministry of Information & Broadcasting (MIB) for transfer of Ahmedabad FM Radio license from NRL to SBAL pursuant to the Scheme and as a result of which the Scheme did not come into effect. The joint application was allowed by NCLT vide order passed on September 22, 2020. Accordingly, the allotment of 1,82,10,000 equity shares of H 10/- each by SBAL to NRL on November 27, 2017 pursuant to the Scheme was void ab-initio, and the paid-up share capital of SBAL was reduced to H 1,55,00,000 comprising of 15,50,000 equity shares of H 10/- each, which has also been updated on MCA portal on November 6, 2020.

In terms of the applicable provisions of Section 136 of the Companies Act, 2013, Financial Statements of subsidiary / associate companies for the financial year ended on March 31, 2020 are available for inspection at Company’s website viz. www.htmedia.in.

A report on the performance and financial position of each of the subsidiary / associates companies in prescribed Form AOC-1, is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’, is available on the Company’s website viz. www.htmedia.in.

The contribution of subsidiary / associates companies to the overall performance of your Company is outlined in note no. 49 of the Consolidated Financial Statements for the financial year ended March 31, 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, on the recommendation of Nomination & Remuneration Committee and after considering expertise, experience and integrity of Directors, accorded its approval to the following:

(a) re-appointment of Shri Vikram Singh Mehta (DIN: 00041197) as Non-executive Independent Director w.e.f. April 1, 2020, for a second term of 5 consecutive years, upto March 31, 2025, which was approved by the Members at the Annual General Meeting (AGM) held on September 26, 2019.
(b) appointment of Smt. Sindhushree Khullar (DIN: 01493839) as Non-executive (Woman) Independent Director, w.e.f. May 10, 2019 for a period of 5 (five) years upto March 31, 2024, which was approved by the Members at the AGM held on September 26, 2019.

Later on, Smt. Sindhushree Khullar tendered resignation from the Board of Directors of the Company w.e.f. September 30, 2019. The Board places on record its deep appreciation for the valuable contribution made by Smt. Sindhushree Khullar during her brief tenure on the Board of Directors of the Company.

(c) appointment of Smt. Aruna Sundararajan (DIN: 03523267) as an Additional Director (Non-Executive Woman Independent Director) w.e.f. March 31, 2020, to hold office upto the date of ensuing AGM. Smt. Sundararajan was also appointed as an Independent Director for a period of 5 consecutive years up to March 30, 2025, not liable to retire by rotation (subject to approval of the members).

Subsequently, Smt. Sundararajan tendered resignation from the Board of Directors of the Company w.e.f. June 15, 2020. The Board places on record its deep appreciation for the valuable contribution made by Smt. Aruna Sundararajan during her brief tenure on the Board of Directors of the Company.

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(d) appointment of Shri Shamit Bhartia (DIN: 00020623) as an Additional Director (Non-Executive) w.e.f. March 31, 2020 to hold office upto the date of ensuing AGM of the Company. Earlier, Shri Shamit Bhartia had tendered resignation from the Board of Directors of the Company w.e.f. December 30, 2019, in order to enable the Company to comply with the requirement of SEBI Listing Regulations, of atleast one half of the Board of Directors to comprise of lndependent Director, upon resignation of Smt. Sindhushree Khullar.
(e) appointment of Smt. Rashmi Verma (DIN: 01993918) as an Additional Director (Non-Executive Woman Independent Director) w.e.f. July 28, 2020, to hold office upto the date of ensuing AGM. Smt. Rashmi Verma was also appointed as an Independent Director for a period of 5 consecutive years up to March 30, 2025, not liable to retire by rotation (subject to approval of the members).

The Board commends the appointment of Shri Shamit Bhartia as Non-executive Director and Smt. Rashmi Verma as Non-executive Woman Independent Director, for approval of Members at the ensuing AGM.

In accordance with the provisions of the Companies Act, 2013, Shri Praveen Someshwar (DIN: 01802656) retires by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Shri Praveen Someshwar 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, alongwith declaration of compliance of Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to their registration on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. 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 convening the ensuing AGM.

There was no change in Key Managerial Personnel during the year under review.

PERFORMANCE EVALUATION

In line with the requirements under the Companies Act, 2013 and the 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 (viz. Audit Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Nomination & 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 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 the Board of Directors. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

AUDIT & AUDITORS

Statutory Auditor

During the year under review, Price Waterhouse & Co Chartered Accountants LLP (PwC) [Firm Registration No. 304026E/E-300009] tendered resignation as Statutory Auditor of the Company vide their letter dated July 5, 2019. To fill the casual vacancy caused by

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resignation of PwC, on July 11, 2019 the Board of Directors, on the recommendation of Audit Committee, accorded approval to the appointment of B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (“BSR”) as Statutory Auditor, to hold office as such upto the conclusion of the AGM held on September 26, 2019.

Further, in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, members of the Company, at their AGM held on September 26, 2019, have approved the appointment of BSR as Statutory Auditor of the Company to hold office from the conclusion of the said AGM till the conclusion of AGM to be held in the calendar year 2024.

The reports of BSR on revised Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2020, is a modified opinion regarding compliance with IND-AS in relation to restatement of comparative period figures, and contains adverse opinion on internal financial control.

Qualification by Statutory auditor on compliance with Ind-AS:

Refer qualified opinion given by Statutory Auditors for compliance with IND-AS in relation to restatement of comparative period. (Refer Basis of Qualified Opinion in Statutory Auditor’s report)

Management comments on above:

The Company has taken cognizance of the certain anomalies alleged by the whistleblower, which have been affirmed by the investigation conducted by a reputed law firm who in turn also appointed two leading accounting firms. The anomalies affirmed are restricted to the pure money transaction segment of radio business of the Company and its subsidiary company viz. NRL.

Accordingly, to reflect true and fair view of the Company’s financials, the financial statements for the year ended 2019-20 have been revised. In respect of anomalies pertaining to periods on or before March 31, 2019, financial impact has been assessed and adjusted against the retained earnings as on April 1, 2019 on ground of materiality instead of restating comparative period.

Adverse opinion on Internal Financial Control by Statutory auditor:

Refer adverse opinion given by Statutory auditors on Internal financial control (refer Annexure A to the Independent Auditor’s report)

Management comments on above:

The investigation findings concluded that the anomalous practices were limited only to the pure money segment of the radio business. The Management has accordingly undertaken certain actions – remedial and otherwise, with special focus on the radio business, to improve and augment internal control mechanism that can detect and prevent occurrence of any anomalous practices in radio and / or other business. Actions against the personnel identified as responsible for the misdemeanor have been taken as recommended by the Audit Committee. The Company has also taken steps to strengthen the governance and communication around whistle blower and code of conduct process.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors appointed Shri N.C. Khanna, Company Secretary-in-Practice (C.P. No. 5143) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2020. The Secretarial Auditor issued the audit report dated June 11, 2020, which was followed by an addendum dated November 27, 2020 in reference to the WB Complaint received by the Company in August, 2020, alleging anomalies resulting in deficiencies in certain financial reporting processes of the radio business. The Secretarial Audit Report read with said addendum does not contain any qualification, reservation or adverse remarks, and are annexed herewith as “Annexure - B” .

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Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of Audit Committee, the Board of Directors had appointed M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as Cost Auditor to carry out cost audit of records maintained by the Company for its FM Radio business in relation to the financial year ended March 31, 2020.

During the year under review, Statutory Auditor, Secretarial Auditor and Cost 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, therefore, no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013. However, Statutory Auditor and Secretarial Auditor, in their respective reports (forming part of this Annual Report) have, inter-alia, referred to the WB Complaint received by the Company in August, 2020, alleging anomalies resulting in deficiencies in certain financial reporting processes of the radio business.

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 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 the Company’s website viz. www.htmedia.in.

Reference of Members is invited to note nos. 36 and 36A 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 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 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 viz. www.htmedia.in. The Annual Report on CSR for FY-20 is annexed herewith as “ Annexure - C ”.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 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, 2020, the applicable Accounting Standards have been followed and there were no material departures. However, there were certain adjustments pertaining to periods on or before March 31, 2019. Considering that these were not material, the Company has given effect to such adjustments in the retained earnings as on April 1, 2019 instead of restating the amounts/balances of comparative periods;
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, 2020; and of the loss of the Company for the year ended on March 31, 2020;
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 such internal financial controls were adequate and operating effectively except certain weaknesses which were identified relating to a particular stream of revenue of the radio business (being ‘pure

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money’), these weaknesses have since been addressed and appropriate actions are being undertaken to strengthen the internal financial controls; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and 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: Details of investments made and loans/ guarantees/ securities given, as applicable, are given in the note no. 46 of the Standalone Financial Statements.

Board Meetings: Yearly calendar of board meetings is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2020, the Board met six times on April 15, 2019, May 10, 2019, July 23, 2019 (Strategy Board Meeting), July 23, 2019, November 4, 2019 and January 23, 2020. 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, seven standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, CSR Committee, Banking & Finance Committee, Investment Committee, Stakeholders’ Relationship Committee and Risk Management Committee. During the year under review, recommendations of the respective committees were accepted by the Board. For further details of the committees of the Board, members may please refer ‘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 & 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.htmedia.in. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures 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 and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. www.htmedia.in.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with 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. Members interested in obtaining such information may write to the Company Secretary.

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 for the financial year ended on March 31, 2020 in Form MGT-9 is annexed herewith as “ Annexure - F ”, and is also available on the website of the Company viz. www.htmedia.in. The Annual Return will be hosted on Company’s website after certification by Company Secretary-in-practice and filing thereof with Registrar of Companies.

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 ”.

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BUSINESS RESPONSIBILITY REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations, the revised Business Responsibility Report for the financial year ended on March 31, 2020 outlining the initiatives taken by the Company from environmental, social and governance perspective is annexed herewith as “ Annexure - I ”.

SECRETARIAL STANDARDS

Secretarial Standards (i.e. SS-1 and SS-2) relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, have been duly followed by the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company adheres to a strict policy to ensure the safety of women employees at workplace. The Company is fully compliant with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Committee (IC) to redress complaints received regarding sexual harassment. The Company’s policy in this regard, is available on the employee intranet portal. The Company conducts regular training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. Three complaints were reported during the year under review, and they were adequately dealt with by IC.

GENERAL

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

Details relating to deposits covered under Chapter V of the Companies Act, 2013.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

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

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

No material changes/commitments have occurred after the end of financial year 2019-20 and till date of this report, which affect the financial position of your Company, other than those already mentioned in this report.

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.

INTERNAL FINANCIAL CONTROL

Your Company has adequate internal financial controls in place 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 focused audits and evaluate the effectiveness of the internal control structure across locations and functions on a regular basis. In addition to internal audit activities, Company has also developed an internal financial control framework to periodically review the effectiveness of controls laid down across all critical processes. The Company has instituted an online compliance management tool with a centralized repository, to cater to its statutory compliance requirements.

However, in view of a whistleblower complaint received in August, 2020 from a named employee of the radio business on his last working day, alleging anomalies resulting in deficiencies in certain financial reporting processes of the radio business, an independent law firm was appointed which worked closely with two independent accounting firms for an in-depth comprehensive review. The investigation findings concluded that the anomalous practices were limited only to the pure money segment of the radio business. The Management has accordingly undertaken certain actions – remedial and otherwise, with special focus on the

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radio business, to improve and augment internal control mechanism that can detect and prevent occurrence of any anomalous practices in radio and / or other business. Further, the Company has taken special initiatives to strengthen governance mechanism.

During the year, Statutory Auditor has given adverse opinion on Internal Financial Control (refer Annexure A to the Independent Auditor’s report).

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including Ministry of Information & Broadcasting and other government authorities, shareholders, investors, readers, advertisers, browsers, listeners, 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

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Place: New Delhi Date: November 27, 2020

(Shobhana Bhartia) Chairperson & Editorial Director DIN: 00020648

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DIVIDEND DISTRIBUTION POLICY

4.0 FINANCIAL PARAMETERS THAT SHALL BE CONSIDERED WHILE DECLARING DIVIDEND

1.0 PREFACE

1.1 HT Media Limited (“the Company”) has adopted the Dividend Distribution Policy (“the Policy”) for due consideration thereof, while recommending/declaring, interim and/or final/special dividend to its shareholders.
1.2 The Policy is neither an alternative nor in any way abrogates the powers of the Board of Directors to recommend or declare dividend taking into consideration any other relevant factor(s) not outlined herein.
1.3 The Policy has been framed and adopted in compliance of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).
1.4 The Policy has been adopted by the Board of Directors (the “Board”) of the Company in its meeting held on January 24, 2017.
1.5 The Policy shall come into force for accounting periods commencing from April 1, 2016.

2.0 OBJECTIVE

2.1 The Policy addresses the requirement of the Listing Regulations to outline the following –
circumstances under which shareholders of the Company may or may not expect dividend;
the financial parameters that shall be considered while declaring dividend;
internal and external factors that shall be considered for declaration of dividend;
policy as to how the retained earnings shall be utilized; and
parameters that shall be adopted with regard to various classes of shares.

3.0 CIRCUMSTANCES UNDER WHICH SHAREHOLDERS OF THE COMPANY MAY OR MAY NOT EXPECT DIVIDEND

3.1 Dividend will generally be recommended by the Board of Directors once in a year, after the announcement of the full year results and before the Annual General Meeting (AGM) of the members, as may be permitted under the law. The Board of Directors may also declare interim dividend as may be permitted by law. Further, the Board of Directors may additionally recommend special dividend in special circumstances.
3.2 The circumstances wherein shareholders of the Company may or may not expect dividend shall depend upon one or more factors outlined hereunder and/or any other consideration that may emerge from time to time.
4.1 Dividend shall be recommended/declared only in case of adequacy of profit calculated in the manner prescribed under the Companies Act, 2013.
4.2 Only in exceptional circumstances, including but not limited to loss after tax in any particular financial year, the Board of Directors may consider utilizing retained earnings for declaration of dividend, subject to the provisions of law in the said behalf.
4.3 The financial parameters to be considered while recommending/declaring dividend shall include, amongst others, profits earned (standalone), distributable reserves, Earning Per Share (EPS); Return on Assets (RoA); Return on Capital Employed (RoCE), alternative use of cash, debt repayment schedule etc.

5.0 INTERNAL AND EXTERNAL FACTORS THAT SHALL BE CONSIDERED FOR DECLARATION OF DIVIDEND

5.1 While determining the quantum of dividend pay-out, the Board of Directors shall take into account, amongst others, one or more of the following factors.

Internal factors: Profitability, cash flow position, accumulated reserves, earnings stability, dividend history, payout sustainability, capex/opex plans, merger/ acquisition, investment in new business, deployment of funds in short-term marketable investments, funds required to service debt, cost of raising fund from alternate source, etc.

External factors: Economic environment, business cycles, tax regime, industry outlook, interest rate structure, economic and regulatory framework, government policies etc.

6.0 POLICY AS TO HOW THE RETAINED EARNINGS SHALL BE UTILIZED

6.1 Subject to the provisions of applicable laws and regulations, retained earnings may be utilized for one or more permitted heads, including but not limited to declaration of dividend (interim/final), capitalization of shares, buy-back of shares, repayment of debt, capex/ opex, organic and/or inorganic growth, investment in new business, general corporate purposes (including contingencies) etc.

7.0 PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

7.1 At present, the Company has issued only one class of shares i.e. Equity Shares. These Equity Shares rank paripassu with each other.

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SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To The Members HT Media Limited

CIN - L22121DL2002PLC117874 18-20, Kasturba Gandhi Marg New Delhi 110001.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HT MEDIA LIMITED (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification (to the extent possible due to the lockdown announced by Government of India on account of COVID – 19 pandemic) of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, and also the information, explanations and clarifications provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, during the audit period covering the financial year ended on March 31, 2020, the Company has complied with the statutory provisions listed hereunder, and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on March 31, 2020, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) which includes the following:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018*;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Trusted Voice of Evolving India 37

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. Not applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009*; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018*;
*[Not applicable as there was no reportable event held during the financial year under review];
(vi) Other laws applicable to the Company.

We have examined the framework, processes and procedures of compliance of Environmental Laws, Labour Laws & other General Laws. The reports, compliances etc. with respect to these laws have been examined by us on reasonable basis.

Industry specific laws applicable to the Company[#] -

The Company has identified the following laws as specifically applicable to the Company:

The Press and Registration of Books Act, 1867 & Rules;
Press Council Act, 1978;
Telecom Regulatory Authority of India Act, 1997;
Indian Telegraphy Act, 1885
Indian Wireless Telegraphy Act, 1993; and
Information Technology Act, 2000

the Company has proper monitoring system for compliance of Industry specific laws.

We have also examined the compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors (including Woman Independent Director). The changes in the composition of the Board of Directors that took place during the period under review, were carried out in compliance with the provisions of the Act/SEBI LODR.

Adequate notices were given to all directors to schedule the Board/Committee Meetings along with agenda & detailed notes on agenda in accordance with applicable statutory provisions and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting, for meaningful participation thereat.

All decisions at Board/Committee meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors /Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

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We further report that during the audit period, following inter alia major events have occurred:-

(i) Pursuant to the Scheme of Arrangement (Demerger) between the Company and Digicontent Limited (DCL), sanctioned by Hon’ble National Company Law Tribunal (‘NCLT’), New Delhi Bench vide its order dated March 7, 2019 & received certified copy of the same on March 27, 2019 and filed with Registrar of Companies on April 5, 2019, the ‘Entertainment & Digital Innovation Business’ of HTML was transferred to & vested in DCL w.e.f. Appointed Date (i.e. March 31, 2018) with inter alia following effects:-
a) Consequent upon cancellation of entire investment of the Company in the equity shares of DCL, the Company ceased to be holding company of DCL.
b) Entire Investment of the Company in equity shares of HT Digital Streams Limited has been transferred to DCL.
(ii) The Company has acquired majority equity stake (i.e. 51%) in Next Mediaworks Limited (NMW) by way of a combination of open offer to the public shareholders of NMW and direct acquisition of NMW’s equity shares from the then promoters of NMW. The Company also acquired 48.60% equity stake in Next Radio Limited, subsidiary of NMW.
(iii) The shareholders at their Annual General Meeting (“AGM”) held on September 26, 2019 confirmed the appointment of M/s B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (“BSR”) as Statutory Auditor to fill the casual vacancy caused due to resignation of M/s. Price Waterhouse & Co, Chartered Accountants LLP [Firm Registration No. 304026E/E-300009] and also approved the appointment of BSR as the Statutory Auditor of the Company for a term of five consecutive years from the conclusion of 17[th] AGM until the conclusion of AGM to be held in the calendar year 2024.
(iv) A wholly-owned subsidiary company viz. ‘Shine HR Tech Limited’ was incorporated on November 26, 2019.
(v) HT Overseas Pte. Ltd.[HTOS] (incorporated in Singapore) has become a wholly owned subsidiary of the Company consequent upon completion of the acquisition of balance 8.48% equity stake in HTOS by the Company.
(vi) Seven unlisted subsidiaries of the Company i.e. Firefly e-Ventures Limited (FEVL), HT Digital Media Holdings Limited (HTDM), HT Education Limited (HEL), HT Learning Centers Limited (HTLC), India Education Services Private Limited (IESPL) and Topmovies Entertainment Limited (TMEL) (hereinafter collectively referred to as “Transferor Companies”) and HT Mobile Solutions Limited (HTMS) (hereinafter referred to as “Transferee Company”) at their respective meetings of Board of Directors held on March 18, 2020 have considered and approved a draft Scheme of Amalgamation (‘Scheme’) under Sections 230 to 232 r/w Section 66 of the Companies Act 2013, in terms whereof, Transferor Companies will be merged into Transferee Company.
(vii) Ms. Sindhushree Khullar (DIN: 01493839), Independent Director, resigned from the Board of Directors of Company w.e.f. September 30, 2019 and Ms. Aruna Sundarajan (DIN: 03523267) was appointed as Woman Independent Director (Additional Director) w.e.f. March 31, 2020 for a period of 5 consecutive years up to March 31, 2025, subject to approval of members in ensuing AGM to be held in the calendar year 2020.
(viii) Shri Shamit Bhartia (DIN 00020623), Non-executive Director resigned from the Board of the Company w.e.f. December 30, 2019 and again appointed as Additional Director (Non-Executive) w.e.f March 31, 2020 to hold office upto the date of ensuing Annual General Meeting to be held in the calendar year 2020.

Place: New Delhi Date: June 11,2020

Sd/N C Khanna Company Secretary-in-Practice CP No. 5143 Membership No. F4268 UDIN: F004268B000334906

This Report is to be read with our letter of even date which is annexed as Annexure A to this Report and forms an integral part of this Report.

Trusted Voice of Evolving India 39

Annexure - A to the Secretarial Audit Report

To The Members HT Media Limited

CIN - L22121DL2002PLC117874 18-20, Kasturba Gandhi Marg New Delhi 110001.

Our Secretarial Audit Report of even date, for the financial year ended March 31, 2020 is to be read along with this letter.

Management’s Responsibility

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis of our opinion.
Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

Place: New Delhi Date: June 11,2020

Sd/N C Khanna Company Secretary-in-Practice CP No. 5143 Membership No. F4268 UDIN: F004268B000334906

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The Members

HT Media Limited

CIN - L22121DL2002PLC117874 18-20, Kasturba Gandhi Marg New Delhi 110001.

Subject: Addendum to our Secretarial Audit Report dated June 11, 2020 for the financial year ended March 31, 2020 is to be read along with this Addendum.

Whistle Blower Complaint

Post our Secretarial Audit Report mentioned above, the Company informed that it has received a whistle blower complaint from a named employee of the radio business on his last working day with the Company i.e. August 6, 2020, alleging anomalies in certain practices adopted in the radio business, having financial implications.

In accordance with the Company’s whistle blower policy, and as confirmed by the Audit Committee, an investigation was commenced in the matter by appointing an independent law firm which worked closely with independent accounting firms for an in-depth comprehensive review.

The said investigation affirmed the following anomalies:-

Practice of pre-billing (i.e. billing and booking revenue for services yet to be consumed/ delivered or burnt) for reporting higher revenue. Such billing remaining unconsumed/ undelivered
Debtor ageing management by issuance of credit notes and new invoices to avoid higher provisioning for bad debts.
Improper balance confirmation processes to establish audit trails, which largely remained unconfirmed during the confirmation process.
Internal tracking of pre-billing amounts not reflecting in the system software like SAP.
Potentially improper credit approvals including forced/ credit approval under protest at the instructions of leadership of the radio business.

The Investigation did not reveal existence of personal profiteering or siphoning of funds or embezzlement or misappropriation of funds or corruption or similar financial indiscipline. Further, the alleged practices are restricted to pure money segment of the radio business and thus, is restricted only to the radio business of the Company and the personnel working in the said business division.

Financial Impact

As per outcome of the investigation, the cumulative overstated revenue of the Company including its wholly-owned subsidiary company viz. HT Music and Entertainment Company Limited is H 28.2 Crore, and in the case of a subsidiary company viz. Next Radio Limited is H 4.3 Crore.

Accordingly, the Board of Directors at its meeting held on November 27, 2020 has approved the revised financial statements for the year ended on March 31, 2020.

On receipt of further details on the course of action being taken by the Company, we will relate the same to the shareholders in our next report.

For N C Khanna, Company Secretaries

N C Khanna FCS No. 4268 Place: New Delhi CP No. 5143 Date: November 27, 2020 UDIN: F004268B001329504

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ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) FOR FY-20

1. A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

The Company strives to achieve excellence when it comes to undertaking business in a socially, ethically and environmentally responsible manner. The formulation of Corporate Social Responsibility (CSR) policy, is one such step forward in that direction. The Policy outlines the Company’s philosophy as a responsible corporate citizen and also lays down the guidelines and mechanism for undertaking socially useful programs for welfare & sustainable development of the community, in and around area of operations of the Company and other parts of the country. The policy applies to all CSR projects or programs undertaken by the Company in India, in relation to one or more activities outlined in Schedule VII of the Companies Act, 2013.

The overview of projects or programs undertaken during the year under review, is provided in the table at item 5(c) below.

The CSR policy is available on the Company’s website: www.htmedia.in

2. Composition of CSR Committee – The CSR Committee of Directors comprises of Smt. Shobhana Bhartia (Chairperson), Shri Ajay Relan and Shri Priyavrat Bhartia.

3. Average Net profit of the Company for the last 3 financial years – H 7,001 Lac

4. Prescribed CSR Expenditure (2% of amount as in item 3 above) – H 140.02 Lac

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the Financial year – H 140.02 Lac
b. Amount unspent as at March 31, 2020 – Nil

c. Manner in which the amount spent during the FY-20 is detailed below:

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Projects or
programs Amount spent
(1) Local area on the projects
Amount
or other or programs Cumulative Amount
outlay
(2) Specify the Sub-heads: expenditure spent:
Sector in which (budget)
Sl. State and (1) Direct upto the Direct or
CSR Project or activity identified the Project is project or
No. district expenditure reporting through
covered programs
where on projects period implementing
wise
projects or or programs ( J in Lac) agency
( J in Lac)
program (2) Overheads
were ( J in Lac)
undertaken
1. Integrated Community Development Clause (ii) of Faridabad 75 (1) 71.56 75 Through
Program - Schedule VII - (Haryana) (2) 3.44 Implementing
Through Accelerated Learning Centre, Promoting Noida (Uttar Agency
early childhood care & development education, including Pradesh) & (Shine
programme, mid-day meal, non-primary special education Delhi Foundation)
education to the identified children and and employment (Local Area)
imparting vocational training to youth enhancing vocation
and women. skills especially
among children,
women, elderly, the
differently abled
and livelihood
enhancement
projects.
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42 Annual Report 2019-20

17-81 Statutory Reports

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01-16
About HT Media
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82-327
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B O A R D ’ S R E P O R T

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Projects or
programs Amount spent
(1) Local area on the projects
Amount
or other or programs Cumulative Amount
outlay
(2) Specify the Sub-heads: expenditure spent:
Sector in which (budget)
Sl. State and (1) Direct upto the Direct or
CSR Project or activity identified the Project is project or
No. district expenditure reporting through
covered programs
where on projects period implementing
wise
projects or or programs ( J in Lac) agency
( J in Lac)
program (2) Overheads
were ( J in Lac)
undertaken
2. To build engagement and create Clause (ii) of Delhi NCR and 50 (1) 50 50 Through
awareness around stubble burning Schedule VII - Punjab Implementing
issue in certain locations and develop Promoting (Local Area) agency
a sustainable agriculture input solution education (HT Foundation
model. for Change)
3. Initiative to control spread / impact of Clause (i) & (xii) of Delhi, Mumbai 25 (1) 19.42 19.42 Direct
Coronavirus - Schedule VII - and Punjab
To support various measures to control Preventive (Local Area)
spread/impact of Coronavirus, including care & disaster
but not limited to distribution of
management
sanitizers, masks, gloves etc. to persons including relief,
engaged in delivery of essential goods, rehabilitation and
services etc.; fumigation of public reconstruction
vehicles ferrying essential goods/ activities
commodities etc.
Total 150 144.42 144.42
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*Amount contributed to the implementation agencies is being utilised in phased manner.

6. In case the Company has failed to spend the two per cent of the average net profit of the last 3 financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board’s Report – Not Applicable

7. The responsibility statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company is given below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company’.

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Praveen Someshwar Place: New Delhi (Managing Director & Chief Date: November 27, 2020 Executive Officer)

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Priyavrat Bhartia Ajay Relan (Members of CSR Committee)

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Shobhana Bhartia (Chairperson of CSR Committee)

Trusted Voice of Evolving India 43

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Details pertaining to remuneration as required 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

(i) The Ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year ended on March 31, 2020, is as under –

Name of Director/KMP & designation	Remuneration for FY-20 (J/Lac)	% increase in remuneration in FY-20	Ratio of remuneration of each Director to median remuneration of employees in FY-20@
Smt. Shobhana Bhartia Chairperson & Editorial Director	667.08	(0.16%)	93.56
Shri Vivek Mehra Independent Director	9.40*	Not Comparable&	1.32
Shri Ajay Relan Independent Director	18.30*	Not Comparable&	2.57
Shri Vikram Singh Mehta Independent Director	5.80*	Not Comparable&	0.81
Smt. Sindhushree Khullar% Independent Woman Director	3.00*	Not applicable	0.42
Shri Praveen Someshwar ManagingDirector & CEO	378.19	Not Comparable**	53.04
Shri Dinesh Mittal GroupGeneral Counsel & CompanySecretary	277.15	(30.89%)	Not Applicable
Shri Piyush Gupta GroupChief Financial Officer	321.42	(2.91%)	Not Applicable

@Median remuneration of employees of the Company during FY-20 was H 7.13 Lac

*Comprises of sitting fee for attending Board/Committee meetings

&Not comparable as sitting fee was increased to H1 Lac and H 50,000 per board and committee meeting respectively, from H 30,000 per meeting w.e.f. May 10, 2019 . Also, profit related commission pertaining to FY-18 was paid to the Independent Directors during FY-19, however, no such commission pertaining to FY-19 was approved by the Board.

%Appointed and ceased to be Independent Director w.e.f. May 10, 2019 and September 30, 2019, respectively

**Not comparable as appointed as Managing Director & CEO w.e.f. August 1, 2018

Note: Perquisites have been valued as per Income Tax Act, 1961

(ii) There was an increase of 1.86% in the median remuneration of employees of the Company in FY-20.

(iii) As on March 31, 2020, there were 1,891 permanent employees on the rolls of the Company.
(iv) Average percentage increase in remuneration of employees, other than managerial personnel, during FY-20 is 7.60%. During the same period, the average percentage change in remuneration of managerial personnel is given in table above, which was lower than the percentage increase in the remuneration of employees other than managerial personnel.
(v) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board

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Place: New Delhi Date: November 27, 2020

(Shobhana Bhartia) Chairperson & Editorial Director DIN: 00020648

44 Annual Report 2019-20

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B O A R D ’ S R E P O R T

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01-16
About HT Media
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82-327
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Form No. MGT-9

For the financial year ended March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

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Sl.
No. [Particulars] Details
i. Corporate Identification Number (CIN) L22121DL2002PLC117874
ii. Registration Date December 3, 2002
iii. Name of the Company HT Media Limited
iv. Category/ Sub-Category of the Company Public Company/ Limited by Shares
v. Address of the Registered Office and contact details Hindustan Times House
18-20, Kasturba Gandhi Marg
New Delhi – 110001
Tel: +91-11-66561608
Fax: +91-11-66561445
Email : [email protected]
vi. Whether listed company Yes /No
vii. Name, address and contact details of Registrar and KFin Technologies Private Limited
Transfer Agent Selenium Tower B, Plot no. 31-32
Financial District, Nanakramguda
Serilingampally Mandal
Hyderabad - 500032
Tel: +91-40-67162222, Fax: +91-40-23001153
Toll Free No.: 18003454001
Email : [email protected]
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II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

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Sl. NIC Code of the % to total turnover
No. [Name and Description of main products / services] products/ service of the Company
1. Printing and Publishing of Newspapers 181 & 581 84%
2. Radio Broadcasting 601 12%
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*Source: National Industrial Classification-2008

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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% of
Holding/
Sl. equity Applicable
Name and address of the Company CIN/GLN Subsidiary/
No. shares Section
Associate
held
1. The Hindustan Times Limited U74899DL1927PLC000155 Holding 69.50 2(46)
HT House, 18-20, Kasturba Gandhi Marg
New Delhi-110001
2. Hindustan Media Ventures Limited L21090BR1918PLC000013 Subsidiary 74.40 2(87)
Budh Marg, Patna – 800001
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Trusted Voice of Evolving India 45

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% of
Holding/
Sl. equity Applicable
Name and address of the Company CIN/GLN Subsidiary/
No. shares Section
Associate
held
3. Next Mediaworks Limited L22100MH1981PLC024052 Subsidiary 51.00 2(87)
Unit 701 A, 7 [th] Floor, Tower 2, Indiabulls Finance
Centre, Senapati Bapat Marg, Elphinstone Road
Mumbai - 400013
4. HT Music and Entertainment Company Limited U92131MH2005PLC313653 Subsidiary 100.00 2(87)
Unit 701 A, 7 [th] Floor, Tower 2, Indiabulls Finance
Centre, Senapati Bapat Marg, Elphinstone Road
Mumbai - 400013
5. Next Radio Limited [&] U32201MH1999PLC122233 Subsidiary 48.60 2(87)
Unit 701 A, 7 [th] Floor, Tower 2, Indiabulls Finance
Centre, Senapati Bapat Marg, Elphinstone Road
Mumbai - 400013
6. HT Digital Media Holdings Limited U74900DL2007PLC168717 Subsidiary 99.99 2(87)
Hindustan Times House, Second Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
7. HT Education Limited U80902DL2008PLC177056 Subsidiary 100.00 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
8. HT Learning Centers Limited [@] U80900DL2010PLC198772 Subsidiary 67.22 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
9. Firefly e-Ventures Limited [#] U74140DL2007PLC164566 Subsidiary 0.00 2(87)
Hindustan Times House
18-20, Kasturba Gandhi Marg
New Delhi-110001
10. HT Mobile Solutions Limited [^^] U74900DL2009PLC187795 Subsidiary 8.43 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
11. HT Noida (Company) Limited [^] U70200DL2020PLC361660 Subsidiary 0.00 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi 110001
12. HT Content Studio LLP AAQ-3225 Associate 0.00 2(6)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi 110001
13. Shine HR Tech Limited (under the process of strike-off) U74900DL2019PLC358043 Subsidiary 100.00 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi 110001
14. HT Overseas Pte. Ltd. 20101750W Subsidiary 100.00 2(87)
30 Cecil Street, 23-03/04 Prudential Towers
Singapore-049712
(Incorporated in Singapore)
15. India Education Services Private Limited U80301DL2011PTC226705 Subsidiary 99.00 2(87)
Hindustan Times House, Second Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
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46 Annual Report 2019-20

Statutory Reports

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17-81

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B O A R D ’ S R E P O R T

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% of
Holding/
Sl. equity Applicable
Name and address of the Company CIN/GLN Subsidiary/
No. shares Section
Associate
held
16. Syngience Broadcast Ahmedabad Limited [$] U93090MH2017PLC293674 Subsidiary 0.00 2(87)
I-18, Floor-10 [th] , Plot-156, Everest Apt Pandit Madan
Mohan Malviya Marg,Tardeo
Mumbai - 400034
17. Topmovies Entertainment Limited U92120DL2013PLC252652 Subsidiary 100.00 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
18. HT Global Education Private Limited [%] U80904DL2011PTC219159 Subsidiary 100.00 2(87)
Hindustan Times House, 2 [nd] Floor
18-20, Kasturba Gandhi Marg
New Delhi-110001
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& 51.40% equity stake held by Next Mediaworks Limited
@32.78% equity stake held by HT Education Limited
Indirect subsidiary (99.99% equity stake held by HT Digital Media Holdings Limited)

^^ Indirect subsidiary (90.73% equity stake held by HT Digital Media Holdings Limited)

^ Indirect subsidiary (100% equity stake held by Hindustan Media Ventures Limited)

Associate of Hindustan Media Ventures Limited

$ Indirect subsidiary (100% equity stake held by Next Radio Limited)

% Struck off from the register of Registrar of Companies w.e.f. August 14, 2020

IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)

i) Categorywise Shareholding

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No. of Equity Shares held at the beginning of the No. of Equity Shares held at the end of the year %
year (as on 01/04/2019) (as on 31/03/2020) Change
Sl.
No. Category of Shareholders % of % of during
Demat Physical Total Total Demat Physical Total Total the
Shares Shares year
(A) PROMOTERS
(1) INDIAN
(a) Individual /HUF 22 [@] 0 22 [@] 0.00 3 0 3 0.00 0.00
(b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(c) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corporate 16,17,54,490 0 16,17,54,490 69.50 16,17,54,490 0 16,17,54,490 69.50 0.00
(e) Banks/Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(f) Any Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) 16,17,54,512 0 16,17,54,512 69.50 16,17,54,493 0 16,17,54,493 69.50 0.00
(2) FOREIGN
(a) NRIs -Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 22,581 0 22,581 0.01 22,600 0 22,600 0.01 0.00
(d) Banks/Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) 22,581 0 22,581 0.01 22,600 0 22,600 0.01 0.00
Total shareholding of Promoters 16,17,77,093 0 16,17,77,093 69.51 16,17,77,093 0 16,17,77,093 69.51 0.00
A=A(1)+A(2)
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds 1,44,61,965 0 1,44,61,965 6.21 110,46,869 0 110,46,869 4.75 (1.47)
(b) Banks/ Financial Institutions 2,41,410 0 2,41,410 0.10 30 0 30 0.00 (0.10)
(c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 56,65,000 0 56,65,000 2.43 1,05,479 0 1,05,479 0.05 (2.38)
(g) Foreign Institutional Investors (FIIs) 1,33,74,897 0 1,33,74,897 5.75 93,94,629 0 93,94,629 4.04 (1.71)
(h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1): 3,37,43,272 0 3,37,43,272 14.50 2,05,47,007 0 2,05,47,007 8.83 (5.67)
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Trusted Voice of Evolving India 47

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No. of Equity Shares held at the beginning of the No. of Equity Shares held at the end of the year %
year (as on 01/04/2019) (as on 31/03/2020) Change
Sl.
No. Category of Shareholders % of % of during
Demat Physical Total Total Demat Physical Total Total the
Shares Shares year
(2) NON-INSTITUTIONS
(a) Bodies Corporate
(i) Indian 93,56,358 0 93,56,358 4.02 57,59,789 0 57,59,789 2.47 (1.55)
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0
(b) Individuals
(i) Individual shareholders holding 1,44,10,633 16,812 1,44,27,445 6.20 1,67,47,239 14,368 1,67,61,607 7.20 1.00
nominal share capital upto
H 1 Lac
(ii) Individual shareholders holding 87,65,075 0 87,65,075 3.77 2,20,37,528 0 2,20,37,528 9.47 5.70
nominal share capital in excess
of H 1 Lac
(c) Others
(i) Clearing Members 1,61,902 0 1,61,902 0.07 3,06,072 0 3,06,072 0.13 0.06
(ii) NBFC 3,870 0 3870 0.00 0 0 0 0.00 0.00
(iii) Foreign Nationals 536 0 536 0.00 536 0 536 0.00 0.00
(iv) Non Resident Indians 23,21,871 0 23,21,871 1.00 33,67,813 0 33,67,813 1.45 0.45
(v) Trusts 1,840 0 1,840 0.00 140 0 140 0.00 0.00
(vi) Trustee of HT Media Employee 21,78,290 0 21,78,290 0.94 21,78,290 0 21,78,290 0.94 0.00
Welfare Trust
(vii) I E P F 10,762 0 10,762 0.00 12,439 0 12,439 0.01 0.00
Sub-Total B(2) 3,72,11,137 16,812 3,72,27,949 15.99 5,04,09,846 14,368 5,04,24,214 21.66 5.67
Total Public Shareholding 7,09,54,409 16,812 7,09,71,221 30.49 7,09,56,853 14,368 7,09,71,221 30.49 0.00
B=B(1)+B(2)
(C) SHARES HELD BY CUSTODIANS 0 0 0 0 0 0 0 0 0
FOR GDR(s) & ADR(s)
GRAND TOTAL (A+B+C) : 23,27,31,502 16,812 23,27,48,314 100.00 23,27,33,946 14,368 23,27,48,314 100.00 0.00
@ 19 shares held as nominee of Go4i.com (Mauritius) Limited
In terms of SEBI (Share Based Employee Benefits) Regulations, 2014, the shareholding of Trustee of HT Media Employee Welfare Trust has been
categorized as ‘Non-Promoter Non-Public’ category in stock exchange fillings. However, to conform to the format of Form MGT-9, the same has been
categorized under ‘Public’ category.
(ii) Shareholding of Promoters
Shareholding at the beginning of the year Shareholding at the end of the year
(as on 01/04/2019) (as on 31/03/2020)
% change in
% of % of Shares % of % of Shares
Sl. shareholding
No. Shareholder’s Name No. of total pledged / total pledged / during the
Shares encumbered No. of Shares Shares encumbered
Shares year
of the to total of the to total
company shares company shares
1 The Hindustan Times Limited 16,17,54,490 69.50 0.00 16,17,54,490 69.50 0.00 0.00
2 Go4i.Com (Mauritius) Limited 22,581 0.01 0.00 22,600 0.01 0.00 0.00
3 Smt. Shobhana Bhartia 20 0.00 0.00 1 0.00 0.00 0.00
4 Shri Priyavrat Bhartia 1 0.00 0.00 1 0.00 0.00 0.00
5 Shri Shamit Bhartia 1 0.00 0.00 1 0.00 0.00 0.00
Total 16,17,77,093 69.51 0.00 16,17,77,093 69.51 0.00 0.00
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In terms of SEBI (Share Based Employee Benefits) Regulations, 2014, the shareholding of Trustee of HT Media Employee Welfare Trust has been categorized as ‘Non-Promoter Non-Public’ category in stock exchange fillings. However, to conform to the format of Form MGT-9, the same has been categorized under ‘Public’ category.

(ii) Shareholding of Promoters

*19 shares held as nominee of Go4i.com (Mauritius) Limited

48 Annual Report 2019-20

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B O A R D ’ S R E P O R T

(iii) Change in Promoters’ Shareholding

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Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl.
No. [Shareholder’s Name] No. of shares % of total shares of No. of shares % of total shares
the Company of the Company
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1.	Smt. Shobhana Bhartia
	At the beginningof theyear	20	0.00	20	0.00
	Bought duringtheyear	0	0.00	20	0.00
	Sold duringtheyear	19#	0.00	1	0.00
	At the end of theyear	1	0.00	1	0.00
2.	Go4i.com(Mauritius)Limited
	At the beginningof theyear	22,581	0.01	22,581	0.01
	Bought duringtheyear	19#	0.00	22,600	0.01
	Sold duringtheyear	0	0.00	22,600	0.01
	At the end of theyear	22,600	0.01	22,600	0.01

19 equity shares held by Smt. Shobhana Bhartia as nominee of Go4i.com (Mauritius) Limited (“Go4i”) were transferred to Go4i

Notes:

Year in the above table means the period from April 1, 2019 to March 31, 2020
Any member desirous of obtaining date-wise particulars of sale/purchase by the above Promoters may write to the Company Secretary

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

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Trusted Voice of Evolving India 49

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Shareholding at the Cumulative Shareholding
beginning of the year during the year
Sl. % of total % of total
No. [Name of the Shareholder] No. of shares No. of shares
Shares of the Shares of the
Company Company
7. Trustee of HT Media Employee Welfare Trust
At the beginning of the year 21,78,290 0.94 21,78,290 0.94
Bought during the year 0 0.00 21,78,290 0.94
Sold during the year 0 0.00 21,78,290 0.94
At the end of the year 21,78,290 0.94 21,78,290 0.94
8. Nihar Nilekani
At the beginning of the year 10,45,432 0.45 10,45,432 0.45
Bought during the year 10,00,000 0.43 20,45,432 0.88
Sold during the year 0 0.00 20,45,432 0.88
At the end of the year 20,45,432 0.88 20,45,432 0.88
9. Janhavi Nilekani
At the beginning of the year 0 0 0 0
Bought during the year 20,00,000 0.86 20,00,000 0.86
Sold during the year 0 0.00 20,00,000 0.86
At the end of the year 20,00,000 0.86 20,00,000 0.86
10. Nandan M Nilekani
At the beginning of the year 19,31,561 0.83 19,31,561 0.83
Bought during the year 0 0.00 19,31,561 0.83
Sold during the year 0 0.00 19,31,561 0.83
At the end of the year 19,31,561 0.83 19,31,561 0.83
11. ICICI Lombard General Insurance Company Limited [#]
At the beginning of the year 56,65,000 2.43 56,65,000 2.43
Bought during the year 0 0.00 56,65,000 2.43
Sold during the year 56,65,000 2.43 0 0.00
At the end of the year 0 0.00 0 0.00
12. Finquest Securities Private Limited [#]
At the beginning of the year 46,45,600 2.00 46,45,600 2.00
Bought during the year 0 0.00 46,45,600 2.00
Sold during the year 46,45,600 2.00 0 0.00
At the end of the year 0 0.00 0 0.00
13. Reliance Capital Trustee Co. Ltd- A/C Reliance Small Cap Fund [#]
At the beginning of the year 34,15,096 1.47 34,15,096 1.47
Bought during the year 0 0.00 34,15,096 1.47
Sold during the year 34,15,096 1.47 0 0.00
At the end of the year 0 0.00 0 0.00
14. Bajaj Allianz Life Insurance Company Limited [#]
At the beginning of the year 16,77,226 0.72 16,77,226 0.72
Bought during the year 0 0.00 16,77,226 0.72
Sold during the year 16,77,226 0.72 0 0.00
At the end of the year 0 0.00 0 0.00
15. Danske Invest Sicav - Sif - Emerging And Frontier Markets [#]
At the beginning of the year 13,48,281 0.58 13,48,281 0.58
Bought during the year 0 0.00 13,48,281 0.58
Sold during the year 13,48,281 0.58 0 0
At the end of the year 0 0.00 0 0
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*Not in the list of top 10 shareholders as on April 1, 2019. The same has been reflected above as the shareholder was one of the top 10 shareholders as on March 31, 2020.
Ceased to be in the list of Top 10 shareholders as on March 31, 2020. The same is reflected above as the shareholder was one of the Top 10 shareholders as on April 1, 2019.

Notes:

Year in the above table means the period from April 1, 2019 to March 31, 2020
Any member desirous of obtaining date-wise particulars of sale/purchase by the above shareholders may write to the Company Secretary

50 Annual Report 2019-20

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B O A R D ’ S R E P O R T

(v) Shareholding of Directors and Key Managerial Personnel (KMP)

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Shareholding at the Cumulative Shareholding
beginning of the year during the year
Sl. % of total % of total
No. [Name of the Directors/KMP] No. of shares No. of shares
shares of the shares of the
Company Company
1. Smt. Shobhana Bhartia (Chairperson & Editorial Director)
At the beginning of the year 20 0.00 20 0.00
Bought during the year 0 0.00 20 0.00
Sold during the year 19 [#] 0.00 1 0.00
At the end of the year 1 0.00 1 0.00
2. Shri Priyavrat Bhartia (Director)
At the beginning of the year 1 0.00 1 0.00
Bought during the year 0 0.00 1 0.00
Sold during the year 0 0.00 1 0.00
At the end of the year 1 0.00 1 0.00
3. Shri Shamit Bhartia ( Director)
At the beginning of the year 1 0.00 1 0.00
Bought during the year 0 0.00 1 0.00
Sold during the year 0 0.00 1 0.00
At the end of the year 1 0.00 1 0.00
4. Shri Dinesh Mittal (KMP)
At the beginning of the year 1 0.00 1 0.00
Bought during the year 0 0.00 1 0.00
Sold during the year 0 0.00 1 0.00
At the end of the year 1 0.00 1 0.00
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19 equity shares held by Smt. Shobhana Bhartia as nominee of Go4i.com (Mauritius) Limited (“Go4i”) were transferred to Go4i

Note: Year in the above table means the period from April 1, 2019 to March 31, 2020

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(H in Lac)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginningof the financialyear 2019-20 i) Principal Amount 23,884.83 ii)Interest due but notpaid - iii)Interest accrued but not due 79.27 Total(i+ii+iii) 23,964.09 Change in Indebtedness duringthe financialyear 2019-20 • Additions 48,885.24 • (Reduction) (36,998.81) Net Change 11,886.43 Indebtedness at the end of the financialyear 2019-20 i) Principal Amount 35,850.52 ii)Interest due but notpaid - iii)Interest accrued but not due 140.93 Total(i+ii+iii) 35,991.45
i) Principal Amount	23,884.83	1,08,710.43	-	1,32,595.26
ii)Interest due but notpaid	-	-	-	-
iii)Interest accrued but not due	79.27	558.17	-	637.44
Total(i+ii+iii)	23,964.09	1,09,268.60		1,33,232.70

• Additions	48,885.24	4,15,983.93		4,64,869.17
• (Reduction)	(36,998.81)	(4,94,020.29)		(5,31,019.11)
Net Change	11,886.43	(78,036.36)	-	(66,149.93)
Indebtedness at the end of the financialyear 2019-20
i) Principal Amount	35,850.52	31,232.24	-	67,082.76
ii)Interest due but notpaid	-	-	-	-
iii)Interest accrued but not due	140.93	290.33	-	431.26
Total(i+ii+iii)	35,991.45	31,522.57	-	67,514.03

Note: Arithmetic difference in the above table is attributed to the different exchange rates considered for conversion of foreign currency denominated loans into Indian rupees.

Trusted Voice of Evolving India 51

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

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(H in Lac)
Name of MD/WTD/Manager
Smt. Shobhana Shri Praveen
SI
No. [Particulars of Remuneration] Bhartia Someshwar Total
(Chairperson & (Managing
Editorial Director) Director & CEO)^
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of 620.60 357.67 978.27
the Income-Tax Act, 1961
(b) Value of perquisites under section 17(2) of the Income 0.40 - 0.40
Tax Act, 1961
- - -
(c) Profits in lieu of salary under section 17(3) of the
Income Tax Act, 1961
2. Stock Option (No. of options granted during the year) - - -
3. Sweat Equity - - -
4. Commission - - -
5. Others- Retirement Benefits 46.08 20.52 66.60
Total (A) 667.08 378.19 1,045.27
Ceiling as per the Act [$] Please refer note below [$]
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^ Key Managerial Personnel (KMP) in terms of the Companies Act, 2013

$ The net profit for FY-20 computed as per Section 198 of the Companies Act, 2013 was inadequate for the purpose of payment of Managerial Remuneration in FY-20. In terms of the provisions of Section 197 read with Schedule V of the Companies Act, 2013, the Company has obtained approval of the members by way of special resolution passed on March 28, 2019 for payment of above managerial remuneration. Thus, the ceiling on managerial remuneration as per the Companies Act, 2013 is not applicable.

B. Remuneration to other directors

(H in Lac)

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Non-executive Directors
SI
No. [Particulars of Remuneration] Smt. Shri Ajay Shri Vikram Shri Vivek Total
Sindhushree Relan Singh Mehta Mehra
Khullar [@]
1 Fee for attending Board /committee 3.00 18.30 5.80 9.40 36.50
meetings
2 Commission - - - - -
3 Others - - - - -
Total (B) 3.00 18.30 5.80 9.40 36.50
Total Managerial Remuneration (A+B) 1,045.27 [&]
Overall ceiling as per the Act
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@ appointed and ceased to be Director w.e.f. May 10, 2019 and September 30, 2019, respectively

& does not include fee paid to Non-executive Directors for attending Board/Committee meetings

**not applicable as explained above

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C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

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Key Managerial Personnel
Sl. Shri Dinesh Mittal
No. [Particulars of Remuneration] Shri Piyush Gupta (Group General Total
(Group CFO)
Counsel & CS)
1. Gross salary
(a) Salary as per Provisions contained in section 17(1) of 310.87 267.75 578.62
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 0.40 0.40 0.80
- - -
(c) Profits in lieu of salary under section 17(3) of the
Income-tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
5. Others- Retirement Benefits 10.15 9.00 19.15
Total 321.42 277.15 598.57
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During the year, Shri Dinesh Mittal was granted 3,39,888 stock options under “HTML Employee Stock Option Scheme 2009”, each option representing 1 equity share of the Company of H 2/- each.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

For and on behalf of the Board

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Place: New Delhi Date: November 27, 2020

(Shobhana Bhartia) Chairperson & Editorial Director DIN: 00020648

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CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE

To, The Members HT MEDIA LIMITED CIN:- L22121DL2002PLC117874 18-20, Kasturba Gandhi Marg New Delhi -110001

I have examined the compliance of conditions of Corporate Governance by HT Media Limited (hereinafter referred to as ‘the Company.’) for the year ended on March 31, 2020, as stipulated under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) for the period from April 1, 2019 to March 31, 2020.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to the procedures and implementation thereof, adopted by the Company, for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information & examination of relevant records according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as prescribed in the above mentioned Listing Regulations.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- NC Khanna Company Secretary in Practice CP No. 5143 Place: New Delhi Membership No.: F4268 Date: May 19, 2020 UDIN: F004268B000258247

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Information on conservation of energy, technology absorption, foreign exchange earnings & outgo as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

(A) Conservation of energy-

(i) Steps taken or impact on conservation of energy:

Energy saving initiatives taken during earlier years was further progressed during FY-20. At present, 98% (approx.) of the lighting across all print locations has been converted to LED. Internal energy audit in factories has been taken up and energy saving projects (Major projects – demand reduction, alteration & optimization of Chiller & air handling unit (AHU) operation, converting DC motors to energy efficient AC motors, energy efficient pumps on HVAC system (Air Conditioning System), spray dampening system, optimization of UPS systems) have been identified for implementation during FY-21, which are likely to deliver savings of ~H 70 Lacs/ year.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

The Company has further stepped up use of green energy (Solar project). Company has entered into a Power Purchase Agreement (PPA) with Amplus Solar on 5 MWp to provide open access solar power which is expected to reduce electricity bill of Greater Noida plant by ~H 75 Lacs/ year. This project is a spill over project of FY 2019-20. The project has been commissioned and ready to deliver.

(iii) Capital investment on energy conservation equipment:

In line with the Company’s strategy to optimise capex deployment, energy saving initiatives are being generated largely on opex model and profit sharing with vendors.

(B) Technology absorption-

(i) Efforts made towards technology absorption:

CTP system has upgraded to latest version of “Jetnet software - version 7”, which is user friendly and will enable the Company to improve productivity, with more utility programs & enable the Company to make plates as per lower web width across Greater Noida & Mumbai Plants.
Introduction of a new version of digital monitoring screening in newspaper printing, which gives better ink mileage, reduced Total Ink Coverage (TIC), better print quality and cost saving.
Use of Viogreen plates for elimination of hazardous waste and water consumption.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

“Jetnet Software – version 7” was adopted to overcome obsolescence of the older version, and to stay ahead of technology.
Enhanced print quality.
Cost saving by way of 2-3 % optimization of colour ink consumption, without any impact on product quality.

Trusted Voice of Evolving India 55

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
a) Details of technology imported:

b) Year of import: c) Whether the technology being absorbed: d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable

(iv) Expenditure incurred on Research and Development : NIL

(C) Foreign exchange earnings and outgo-

Foreign Exchange earned in terms of actual inflows during the year: H 1,564.28 Lac
Foreign Exchange outgo during the year in terms of actual outflows: H 19,492.06 Lac

For and on behalf of the Board

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Place: New Delhi Date: November 27, 2020

(Shobhana Bhartia) Chairperson & Editorial Director DIN: 00020648

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BUSINESS RESPONSIBILITY REPORT

Section A: General Information about the Company

Corporate IdentityNumber(CIN)of the Company	L22121DL2002PLC117874
Name of the Company	HT Media Limited
Registered Address	Hindustan Times House, 18-20, Kasturba Gandhi Marg New Delhi - 110 001
Website	www.htmedia.in
Email Id	[email protected]
Financial Year reported	April 1,2019- March 31,2020
Sector(s) that the Company is engaged in (industrial activity code-wise)*	Printing and Publishing of Newspapers (NIC Code – 181, 581), FM radio broadcasting (NIC Code – 601), Digital (NIC Code – 631) and Education(NIC Code – 853 & 854)via subsidiaries
List three key products / services that the Company manufactures/provides(as in balance sheet):	• Printing and publishing of newspapers • Radio and entertainment
Total no. of locations where business activity is undertaken bythe Company:	International locations: Singapore and Kuala Lumpur, (Malaysia) Indian operations of the Company are carried out through multiple offices across states. Key states / regions include Uttar Pradesh, Delhi National Capital Region,Mumbai,Bengaluru,Hyderabad,Chennai and Chandigarh
a)No. of international locations
b) No. of National locations
Markets served by the Company – Local / State / National / International	• Newspapers and magazines serve national markets • Radio serves local markets • Mint Asia serve international markets

*Source: National Industrial Classification - 2008

Section B: Financial Details of the Company

Paid-upCapital	H46.55 Crore
Total Turnover	H1,352.12 Crore
Total Profit after taxes	H(392.68)Crore
Total spending on Corporate Social Responsibility (CSR)aspercentage ofprofit after tax(%)	H1.44 Crore (allocatedH1.50 Crore) [2% of profit after tax -H1.40 Crore]
List of activities in which CSR expenditure has been incurred	Our CSR programs cover under-privileged sections of the society and support initiatives towards promoting education, including special education, employment enhancing vocation skill development, especially among children, women, elderly, the differently abled and supporting livelihood enhancement projects. Some of the initiatives which have made an impact in the last year include -

Stubble burning – HT has worked along with IPS Foundation to create awareness among farmers on the grave issues and impact of stubble burning, and supported the cause of environmental sustainability
SHINE Foundation – HT has supported the initiatives of SHINE Foundation towards development of marginalized urban slums.

Trusted Voice of Evolving India 57

Section C: Other Details

Section C: Other Details
Does the Company have any Subsidiary Company / Companies?	Yes, the Company has 17 subsidiaries (16 Indian & 1 Foreign) as on March 31,2020
Do the Subsidiary Company / Companies participate in the BR initiatives of the parent Company? If yes, then indicate the number of such subsidiary company(s)	Yes, most subsidiaries of the Company either directly or along with the Company, participate in BR initiatives
Do any other entity / entities (e.g. suppliers, distributors etc.) that the Company does business with participate in the BR initiative of the Company? If yes, then indicate the percentage of such entity / entities?	No

Section D: BR Information

1. DETAILS OF DIRECTOR/DIRECTORS RESPONSIBLE FOR BR:

a) Details of the Director/Directors responsible for implementation of the BR policy/policies:
DIN Number 01802656 2. Name Mr. Praveen Someshwar 3. Designation Managing Director & CEO
b) Details of the BR Head

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Sr. No. Particulars Details
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1 DIN	08711910
2 Name	Mr. SandeepRao
3 Designation	Chief StrategyOfficer
4 Contact details	+91-11-6656 1608
5 E-mail Id	[email protected]

2. Principle-wise BR Policy/ Policies

a) Details of Compliance (Reply Y/N)

Sr. No Questions	Business Ethics	Product Responsibility	Employee Wellbeing	Stakeholder Engagement	Human Rights	Environment Protection	Public & Regulatory Policy	CSR	Customer relation
	P1	P2	P3	P4	P5	P6	P7	P8	P9
1 Do you have a Policy / Policies for(*)	Y	Y	Y	Y	Y	Y	Y	Y	Y
2 Has the Policy been formulated in consultation with the relevant stakeholders (*)	Y	Y	Y	Y	Y	Y	Y	Y	Y

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Sr. No Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
Business Ethics Product Responsibility Employee Wellbeing Stakeholder Engagement Human Rights Environment Protection Public & Regulatory Policy CSR Customer relation
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3 Does the policy conform to any national /international standards? (**)	Y	Y	Y	Y	Y	Y	Y	Y	Y
4 Has the policy been approved by the board? If yes has it been signed by MD/ CEO appropriate Board Director? (***)	Y	N	N	Y	N	N	N	Y	Y
5 Does the Company have a specified committee of the Board/ Director/ Official to oversee implementation of the policy? (***)	Y	Y	Y	Y	Y	Y	N	Y	Y
6 Indicate the link for the policy to be viewed online
7 Has the policy been formally communicated to all relevant internal and external stakeholder?	Yes
8 Does the Company have in house structure to implement the policies?	Yes
9 Does the Company have a grievance redressal mechanism related to the policy to address stakeholders’ grievances related to the policy?	Yes
10 Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?	Policies are evaluated regularly for implementation by CEO and Business Leaders as part of their regular business reviews. Currently, there is no formal process of an independent audit and evaluation of working of these policies.

While no formal written policy may exist for certain principles, the Company has robust procedures / practices as well as standard operating procedures, which are uniformly communicated to the team, and regularly reviewed by CEO and respective Business Leaders for adherence.

** The policies materially conform and are aligned to applicable legal and regulatory requirements, guidelines, SEBI regulations and our internal guidelines.

*** Within the overall guidance of Board of Directors, the Company’s policies are framed and modified from time to time. As and when these policies are approved, these are released for implementation. These policies are administered under the overall supervision of CEO and Audit Committee. Policies which requires mandatory approval of the Board have been approved as such.

Trusted Voice of Evolving India 59

b) If answer to the question at Sr No 1 against any principle, is “No”, please explain why:

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No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
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1	The Company has not
	understood theprinciples
2	The Company is not at a stage
	where it finds itself in a position
	to formulate and implement the
	policies on specifiedprinciples
3	The Company does not have
	financial or manpower resources	Not Applicable
	available for the task
4	It is planned to be done within
	next six month
5	It is planned to be done within
	next oneyear
6	Any other reason (Please
	specify)

3. Governance related to BR:

a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assesses the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year –

The assessment of BR performance is done on an ongoing basis by the concerned persons, as part of the business review for various business in the Company. CSR Committee of the Board reviews the social performance of the Company on a periodic basis that also includes monitoring current projects, efficient and timely utilization of allocated grants, and takes into account the interests of shareholders, clients, employees, communities and regulators.

b) Does the Company publish a BR or Sustainability Report? What is hyperlink for viewing this report? How frequently it is published?

The Company published the BR report for FY-17 as per SEBI requirement, and it is hosted on the website www.htmedia.in under ‘Investor Relations‘ section. This report for FY-20 is also hosted on the website.

Section E: Principle-wise Performance

Principle 1: Businesses should conduct and govern themselves with Ethic, Transparency and Accountability

Does the policy relating to ethics, bribery and corruption cover only the Company? Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
The Company considers Corporate Governance as an integral part of management. The Code of Conduct adopted by the Board of Directors is applicable to the Board of Directors and Senior Management. The HR policies deal with ethics, bribery and corruption. They are applicable to employees at all levels, including those of subsidiaries.
How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof.

As mentioned in the Report on Corporate Governance, no investor complaints were received during the year. Additionally, complaints from other stakeholders are addressed and dealt with by respective functions in the Company.

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Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

List upto 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities.

The Company publishes newspapers and magazines and we use state-of-the-art technology and innovative techniques to make the best use of the material and minimize wastage. Further, our endeavor is to minimize impact on the environment and its protection.

For each such product, provide the following details in respect of resource use (energy, water, raw materials etc.) per product (optional):

We continuously update our technology and machines to make best use of the material and minimize wastage. Regular safety and compliance audits are conducted in all print factories, and corrective actions are taken as per recommendations to use the resources optimally.

Total consumption of newsprint is tracked at the newspaper level and by source (domestic / international).

Environment conservation is the responsibility of all, and we make continuous efforts at our end to conserve the natural resources.

We conserved and recycled 13% water per metric ton of newsprint in FY-20 as compared to FY-19, by water conservation & waste-water recycling initiatives.

We did significant work to cut down on our CO2 emissions by installing 100 KVA Solar power at Mohali plant which resulted in reduction of CO2 emissions by 11% (including re-occurring CO2 emission reduction from Greater Noida & Mumbai Solar Plants).

Other efficiency improvement projects such as plant LED light implementation, VFD installation on ETP / STP plant, reduction in contract demand, compressor efficiency improvement, rationalized Air-conditioning, chiller and HVAC operations, running machine on single motor & power factor improvement have helped us reduce CO2 emissions by 3.5 % (298 Ton).

Does the Company have a procedure in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably?
Yes, the Company has a procedure for sustainable sourcing for all its raw material.

The Company has been working to enhance the degree of sustainability associated with its sourcing practices. This includes strategy of sourcing from tightly knit clusters, optimizing logistics to reduce fuel consumption, emissions and carbon footprint, re-working packaging to minimize waste and maximize re-use. The sustainability road map of the Company covers these areas, and the Company has taken steps to ensure that its sourcing methods are sustainable.

Has the Company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve the capacity and capability of local and small vendors?

Yes, the Company regularly procures goods and services from local producers / vendors. The Company continuously endeavors to manage its International: Domestic procurement ratio by investing in machines and technologies to improve efficiencies.

Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste. (Separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

The Company recognizes that natural resources are finite and therefore, need to be conserved and recycled. Therefore, we have taken multiple steps in this direction, including upgrading of our technologies and processes, water conservation, reduction of wastage, etc. It is a continuous process, with an intent to minimize waste and recycle products. Newspaper & printing waste are 100% recyclable.

Trusted Voice of Evolving India 61

Principle 3: Business should promote the well-being of all employees

Please indicate the total number of employees: 1,891
Please indicate the total number of employees hired on temporary / contractual / casual basis: 1,150
Please indicate the number of permanent women employees: 326
Please indicate the number of permanent employees with disabilities: Nil
Do you have employee association that is recognized by management? No
What percentage of your permanent employees is member of this recognized employee associations? Not applicable
Please indicate the number of complaints relating to child labor, forced labor, involuntary labor, and sexual harassment in the last financial year and pending as on the end of the financial year.

Three complaints were received by the Internal Committee (IC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and they were adequately dealt with by IC.

What percentage of your under mentioned employees were given safety and skill up-gradation training in the last year?

Each year a ‘Safety Week’ is celebrated across all locations wherein extensive fire safety mock drills, first-aid training, advance safety training and training on correct use of personal protective equipment (PPEs) is conducted, covering 100% factory staff and 60% office staff on rotation basis. ‘Continuous self-renewal’ is one of our organization values, within which skill up-gradation is innate in our annual Performance Management and Talent Development program.

Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.

Has the Company mapped its internal and external stakeholders?
Yes, the Company has a well-established process for identifying and engaging with both internal and external stakeholders, viz. employees, consumers, vendors, government authorities and shareholders etc.
Out of the above, has the Company identified the disadvantaged, vulnerable and marginalized stakeholders?
We do not consider any of our stakeholders as disadvantaged, vulnerable or marginalized.
Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof

Not applicable

Principle 5: Businesses should respect and promote human rights

Does the policy of the Company on human rights cover only the Company or extend to the Group / Joint ventures / suppliers / contractors / NGOs / Others?

The Company adheres to all statues that embody the principles of human rights, such as prevention of child labour, women empowerment, etc. We promote the awareness of these rights among our vendors and the value chain, and discourage instance of any abuse. Whistle blower policy provides an opportunity to all stakeholders to raise instances of abuse of human rights as well.

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How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the Management?

The Company has not received any complaint on human rights violation.

Principle 6: Businesses should respect, protect and make efforts to restore the environment

Does the policy related to Principle 6 cover only the Company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

The Company adheres to and makes effort to respect and protect environment. We do not have direct control over the external stakeholders. However, the endeavour is to do business with entities that echo our principles and policies.

Does the Company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

To minimize impact on the environment, the Company continuously improves its products, upgrades technology and recycles scrap.

Does the Company identify and assess potential environmental risks? Y/N
Yes, the Company regularly reviews its environmental risks and undertakes initiatives to mitigate them.
Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

The Company continuously seeks to improve its environment performance by adopting cleaner production methods, promoting use of energy efficient and environment friendly technologies, as well as renewable energy. Some examples of these initiatives are as follows:

Use of Solar Energy,
Reduction in hazardous waste.

Currently, Company has not registered any project for Clean Development Mechanism, so submission of compliance report is not required.

Has Company undertaken any other initiative on – clean technology, energy efficiency, renewable energy etc.? Y/N. If yes, please give hyperlink to web page etc.
Green energy generation 100 KVA (Solar energy) project has been installed at Mohali Plant, which generates 370 Kwh / day. Existing solar plants in Greater Noida & Mumbai is generating 3200 Kwh / day. These lead to CO2 reduction of 1,034 ton /annum.
Are the Emissions/Waste generated by the Company within permissible limits given by CPCB / SPCB for the financial year being reported?
All plants of the Company now are “Zero Disposal” factories. We recycle all the waste-water that is generated in factories to create a green cover. Further, the hazardous waste is routed to authorized agencies to dispose the same as per government recommended guidelines so that, emissions/ waste remain within permissible limits.
Number of show cause/legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as of end of financial year.

Nil

Trusted Voice of Evolving India 63

Principle 7: Businesses, when engaged in influencing public, clients and regulatory policy, should do so in a responsible manner

Is your Company a member of any trade and chambers or association? If yes, name only those major ones that your business deals with.
The Company is a member of the following major trade bodies, Chambers and Associations that our businesses deal with: -
a. Confederation of Indian Industry (CII),
b. Federation of Indian Chambers of Commerce & Industry (FICCI),
c. Indian Newspaper Society (INS)
d. International News Media Association (INMA)
e. World Economic Forum (WEF)
f. World Association of Newspapers and News Publishers (WAN IFRA)
g. Audit Bureau of Circulations (ABC)
h. Association of Radio Operators for India (AROI)
Have you advocated/lobbied through above associations for advancement or improvement of public good? Yes/No; if yes, specify the broad areas

Yes, the Company, through these associations, has supported/advocated for advancement of public good along with industry peers. Such work mainly consists of creating awareness, voicing concerns and inclusive development of the industry.

Principle 8: Businesses should support inclusive growth and equitable development

Does the Company have specified programs / initiatives / projects in pursuit of the policy related to Principle 8?

The Company has taken several initiatives in formulating and implementation of policies which support inclusive growth and equitable development, as part of its Corporate Social Responsibility. Our programs cover under-privileged sections of the society and support initiatives towards promoting education, including special education, employment enhancing vocation skills development, especially among children, women, elderly, the differently abled and supporting livelihood enhancement projects. Some of the initiatives which have made an impact in the last year include -

Stubble burning – HT has worked along with IPS Foundation to create awareness among farmers on the grave issue and impact of stubble burning, and supported the cause of environmental sustainability
SHINE Foundation – HT has supported the initiatives of SHINE Foundation towards the development of marginalized urban slums.
Are the programs / projects undertaken through in-house team / own foundation / external NGO / government structures/ any other organization?

The programs / projects are undertaken in a variety of ways. These can be through in-house teams, own foundation (HT Foundation for Change), external NGOs or any other organization, depending on what is best suited in that situation and creates maximum impact.

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B O A R D ’ S R E P O R T

Have you done any impact assessment of your initiative?

Impact assessment is an important element of all our projects and initiatives. Resolving social problems require the same rigor and discipline as business operations, and we acknowledge this responsibility. The CSR team of the Company tracks progress by regular meetings with the concerned implementing agencies. The CSR team also visits the project sites to ensure execution of various initiatives.

What is Company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

The Company has spent INR 1.5 crores in the year 2019-20. The projects undertaken are in the areas of disaster management, healthcare, education and vocational skill development.

Have you taken steps to ensure that the community successfully adopts this community development initiative?

As an organization we start by paying attention to the needs and desires of the people involved with the project. After partnering with them, along with our chosen partners, we work towards making communities self-reliant; so that the community members become active participants. Our CSR team regularly engages with the community to educate them on adopting and maintaining the community assets constructed via these initiatives.

Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner

What percentage of customer complaints/ consumer cases are pending as on the end of financial year?
No material consumer / customer complaints are outstanding as at the end of the financial year.
Does the Company display product information on the product label, over and above what is mandated as per local laws?
The Company displays product information as required by Press and Regulation of Books Act, 1867.
Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and or anti-competitive behavior during the last five years and pending as of end of financial year?

No material cases have been filed and are pending as of end of financial year.

Did your Company carry out any consumer survey/consumer satisfaction trends?

The Company regularly carries out consumer surveys to determine the satisfaction trend for our products, using a combination of internal resources and external agencies. KPI tracks and Net Promoter Score (NPS) survey is done for all our products across print and digital readers. In these, we benchmark the performance of our product viz-a-viz the competition. Finally, there are third party surveys like IRS and RAM that give readership and listenership of our newspapers and radio channels, respectively, in the market. In addition, we subscribe to third part surveys like Media Perception Monitor (MPM) which is done among advertisers and agencies to get their feedback about us and our key competitors.

Trusted Voice of Evolving India 65

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In your Company, Corporate Governance embraces the tenets of Trusteeship, Accountability and Transparency. Adherence to each of these principles has set a culture in the Company, wherein good Corporate Governance underlines interface with all stakeholders. With this belief, the Company has initiated and implemented significant measures for balanced care for all stakeholders.

A report on Corporate Governance, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘SEBI Listing Regulations’’), is outlined below.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2020, the Board comprised of eight Directors, including six Non-executive Directors. In accordance with the SEBI Listing Regulations, more than one-half of the Board of Directors comprises of Non-executive Directors. Your Company also complies with the requirement of at least one-half of the Board to comprise of Independent Directors including one woman Independent Director. The Chairperson of the Board is an Executive (Woman) Director.

The composition of the Board of Directors as on March 31, 2020 was as follows –

Name & Designation of Directors	Date of appointment	Relationship between Directors, inter-se	Director Identification Number (DIN)
PROMOTER DIRECTORS
Smt. Shobhana Bhartia Chairperson & Editorial Director (Designated as ManagingDirector)	December 3, 2002	Mother of Shri Priyavrat Bhartia and Shri Shamit Bhartia	00020648
Shri Priyavrat Bhartia Non-executive Director	October 28, 2005	Son of Smt. Shobhana Bhartia and Brother of Shri Shamit Bhartia	00020603
Shri Shamit Bhartia* Non-executive Director	March 31, 2020	Son of Smt. Shobhana Bhartia and Brother of Shri Priyavrat Bhartia	00020623
NON-EXECUTIVE INDEPENDENT DIRECTORS
Shri AjayRelan	August 24,2009	None	00002632
Shri Vikram Singh Mehta	June 20,2015	None	00041197
Shri Vivek Mehra	January12,2018	None	00101328
Smt. Aruna Sundararajan@	March 31,2020	None	03523267
MANAGING DIRECTOR & CEO
Shri Praveen Someshwar	August 1,2018	None	01802656

*resigned w.e.f. December 31, 2019 and appointed/re-inducted w.e.f. March 31, 2020 @resigned w.e.f. June 15, 2020

During the year, Smt. Sindhushree Khullar, Independent Director, resigned from the Board of Directors w.e.f. September 30, 2019, due to personal reasons. She confirmed that there was no other material reason for her resignation.

Smt. Aruna Sundararajan tendered resignation from the Board of Directors w.e.f. June 15, 2020. In her letter she has stated that as her spouse is a Partner in a consultancy firm, which is related to the Statutory Auditor of the Company, it would be appropriate to step down from the Board of Directors of the Company to avoid any perception of conflict of interest, although there are no issues as regards this from regulatory perspective as far as the Company is concerned. She confirmed that there was no other material reason for her resignation.

Consequent upon Smt. Aruna Sundararajan’s resignation from the Board of Directors, Smt. Rashmi Verma (DIN: 01993918) was appointed as Woman Independent Director w.e.f. July 28, 2020.

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R E P O R T O N C O R P O R A T E G O V E R N A N C E

None of the Directors serve as Independent Director in more than seven listed companies or three listed companies, in case he/she serves as Whole-time Director in a listed company, as the case may be. The Non-executive Directors do not hold any shares in the Company, except Shri Priyavrat Bhartia and Shri Shamit Bhartia, who hold 1 equity share each.

Further, none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/ Ministry of Corporate Affairs or any other statutory authority. A certificate of Shri N.C. Khanna, Company Secretary-in-practice, certifying the same, is appearing in this report as “ Annexure – A ”.

The Directors hold qualifications, and possess requisite experience in general corporate management, finance, legal, banking, economics and other allied fields, which enable them to contribute effectively to the Company. Detailed profile of each of the Directors is available on the Company’s website viz. www.htmedia.in.

Matrix setting out the core skills/expertise/ competence of the Board

A matrix setting out the core skills/expertise/competencies of the individual Directors is given below:

Area of skill/expertise			Board	of Directors as on March 31, 2020	of Directors as on March 31, 2020	of Directors as on March 31, 2020
	Smt. Shobhana Bhartia	Shri Ajay Relan	Shri Vikram Singh Mehta	Shri. Vivek Mehra	Smt. Aruna Sundararajan	Shri Priyavrat Bhartia	Shri Shamit Bhartia	Shri Praveen Someshwar
Part A – Industry knowledge/ experience
Knowledge of Media & Entertainment Industry	√	√	√	√	√	√	√	√
Understanding of laws, rules, regulations and policies applicable to Media & Entertainment Industry	√	√	-	√	√	√	√	√
Part B- Technical skills/experience
General management	√	√	√	√	√	√	√	√
Accountingand Finance	√	√	√	√	√	√	√	√
Strategicplanning/ business development	√	√	√	√	√	√	√	√
Information Technology	√	-	-	√	√	√	√	√
Talent management	√	√	√	√	√	√	√	√
Compliance & risk management	√	√	√	√	√	√	√	√
Part C: Behavioural competencies
Integrityand ethical standards	√	√	√	√	√	√	√	√
Decision making	√	√	√	√	√	√	√	√
Problem solvingskills	√	√	√	√	√	√	√	√

DIRECTORS’ ATTENDANCE AND DIRECTORSHIPS HELD

Meetings of the Board are held in New Delhi. Six Board meetings were held during the financial year ended on March 31, 2020, details whereof are as follows:

Date of Board Meeting	Board strength	Number of Directors present	Number of Independent Directorspresent
April 15,2019	7	7	3 out of 3
May10,2019	8	8	4 out of 4
July23,2019 (StrategyBoard Meeting)	8	6	2 out of 4
July23,2019	8	7	3 out of 4
November 4,2019	7	6	3 out of 3
January23,2020	6	6	3 out of 3

Trusted Voice of Evolving India

Attendance record of Directors at Board Meetings held during the year, and details of other Directorships/Committee positions held by them as on March 31, 2020, in Indian public limited companies, are as follows:

Name of the Director	No. of Board Meetings attended during FY-20	No. of other Directorships held	Committee positions held in other companies^	Committee positions held in other companies^	Directorships held in other listed companies and category
			Chairperson	Member1
Smt. Shobhana Bhartia	6	6	1	-	Hindustan Media Ventures Limited-NED
					Ronson Traders Limited-NED
Shri Vivek Mehra	6	6	1	4	Jubilant Life Sciences Limited–ID
					DLF Limited–ID
					Chambal Fertilizers and Chemicals Limited-ID
					Digicontent Limited–ID
Shri Ajay Relan	4	6	4	3	Hindustan Media Ventures Limited-ID
					Capri Global Capital Limited-ID
					Next Mediaworks Limited-ID
					Digicontent Limited-ID
Shri Vikram Singh Mehta	5	6	1	3	Colgate-Pamolive (India) Limited-ID
					Mahindra and Mahindra Limited-ID
					Larsen and Toubro Limited-ID
					Apollo Tyres Limited-ID
					Jubilant Foodworks Limited-ID
Shri Priyavrat Bhartia	5	6	-	5	Hindustan Media Ventures Limited - NED
					Jubilant Life Sciences Limited-NED
					Jubilant Industries Limited-NED
					Digicontent Limited-NED
Shri Shamit Bhartia@	5	8	-	1	Hindustan Media Ventures Limited-MD
					Jubilant Foodworks Limited-NED
					Jubilant Industries Limited-NED
Shri Praveen Someshwar	6	9	1	5	Hindustan Media Ventures Limited-MD
					Next Mediaworks Limited-NED
					Digicontent Limited-NED
Smt. Sindhushree Khullar#	3	-	-	-	-
Smt. Aruna Sunadararajan*	-	-	-	-	None

^only Audit Committee and Stakeholders’ Relationship Committee are considered

1does not include chairmanships

@resigned w.e.f. December 31, 2019 and appointed/ re-inducted w.e.f. March 31, 2020

appointed and ceased to be director w.e.f. May 10, 2019 and September 30, 2019, respectively

*appointed and ceased to be director w.e.f. March 31, 2020 and June 15, 2020, respectively

Note: ID -Independent Director; NED - Non-executive Director; MD - Managing Director

The Directors are not members of more than ten board committees or Chairperson of more than five such committees. The number of Directorships, Committee membership(s)/ Chairmanship(s) of the Directors are within the respective limits prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

Smt. Shobhana Bhartia, Shri Vivek Mehra (Chairman of Audit Committee), Shri Ajay Relan (Chairman of Nomination & Remuneration Committee and Stakeholders’ Relationship Committee), Smt. Sindhushree Khullar, Shri Priyavrat Bhartia, Shri Shamit Bhartia and Shri Praveen Someshwar attended the last Annual General Meeting of the Members of the Company held on September 26, 2019.

BOARD PROCEDURE

Detailed agenda notes, setting out the business(es) to be transacted at Board/Committee meeting(s) are supplied in advance, and decisions are taken after due deliberations. In case where it is not practicable to forward the relevant document(s) with the agenda papers, the same are circulated before the meeting or placed at the meeting. The Directors are provided with video-conferencing facility, as and when desired by them, to enable them to attend/ participate in Board/Committee meeting(s).

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Quality debates and participation by all Directors are encouraged at Board/Committee meetings. The Board engages with the management during business reviews, and provides constructive suggestions and guidance on various issues, including strategy, as required from time to time.

In order to meet business exigencies, matters which require board/committee approval, are approved by way of resolution(s) passed by circulation, only if the proposed resolution is permissible to be passed as such.

The Board gives due attention to governance and compliance related issues, including the efficacy of systems of internal financial controls, risk management, avoidance of conflict of interest, and redressal of employee/ stakeholder grievances, among others.

The information provided to the Board from time to time, inter-alia, include the item(s) mentioned under Regulation 17(7) of the SEBI Listing Regulations.

DETAILS OF REMUNERATION PAID TO DIRECTORS

During the financial year ended on March 31, 2020, the Board of Directors revised the sitting fee payable to Independent Directors from H 30,000/- per meeting to H 1,00,000/- and H 50,000/- per Board and Committee meeting, respectively, w.e.f. May 10, 2019. The details of sitting fee paid to Independent Directors during FY-20 are as under-

fromH30,000/- per meeting toH1,00,000/- andH50,000/- per Board and Committee meeting, respectiv The details of sitting fee paid to Independent Directors during FY-20 are as under-	ely, w.e.f. May 10, 2019.
	(Hin Lac)
Name of the Director	Sitting fee
Shri AjayRelan	18.30
Shri Vikram Singh Mehta	5.80
Shri Vivek Mehra	9.40
Smt. Sindhushree Khullar	3.00
Smt. Aruna Sundararajan	-

Details of remuneration paid to Executive Directors during the financial year ended on March 31, 2020, are as under:

				(Hin Lac)
Name of the Director	Salary & Allowances	Perquisites	Retirement benefits	Total
Smt. Shobhana Bhartia	620.60	0.40	46.08	667.08
Shri Praveen Someshwar	357.67	-	20.52	378.19

Notes:

(1) Retirement benefits include contribution to Provident Fund

(2) As on March 31, 2020, none of the Directors hold stock options under ESOP Scheme(s) of the Company

(3) Perquisites include car, telephone, medical reimbursements, club fee etc., calculated as per Income Tax rules

(4) Remuneration excludes provision for leave encashment and gratuity

(5) There is no separate provision for payment of severance fees

(6) Salary allowances paid to Shri Praveen Someshwar include H 106.67 Lac of variable pay viz. bonus for FY-19, which is linked to his personal performance and contribution during the said financial year

During the year under review, none of the Non-executive Directors had any material pecuniary relationship or transactions vis-à-vis the Company, other than payment of sitting fee and profit related commission, if any, as mentioned above.

BOARD COMMITTEES

As at year end, there were following seven standing committees of the Board of Directors, which were delegated requisite powers to discharge their functions.

(a) Audit Committee
(b) Stakeholders’ Relationship Committee
(c) Nomination & Remuneration Committee
(d) Banking & Finance Committee

Trusted Voice of Evolving India 69

(e) Investment Committee
(f) Risk Management Committee
(g) Corporate Social Responsibility (CSR) Committee

The role and composition of the committees, particulars of meetings held during the financial year ended on March 31, 2020 and attendance of Directors thereat, are given hereunder.

(a) Audit Committee

Audit Committee of the Board of Directors comprises of four members, including three Independent Directors. The Audit Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company.

The terms of reference of the Audit Committee are in accordance with the Companies Act, 2013 and the SEBI Listing Regulations which include, inter-alia, oversight of Company’s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment, re-appointment, remuneration and terms of appointment of auditors and approval of payment for other services rendered by statutory auditors; reviewing with the management quarterly results and annual financial statements before submission to the Board for approval; approval or subsequent modification of transactions with related parties; review and monitor the auditor’s independence and performance and effectiveness of audit process; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, whenever it is necessary; evaluation of internal financial controls and risk management system; reviewing with the management, performance of statutory and internal auditors and adequacy of the internal control systems; and reviewing the functioning of the whistle blower mechanism.

During the financial year ended on March 31, 2020, five meetings of the Audit Committee were held. The composition of Audit Committee, date on which the meetings were held and attendance of Directors at the meetings, was as follows:

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Meetings attended
Name of the Director Category April 15, May 10, July 22, November 4, January 23,
2019 2019 2019 2019 2020
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Shri Vivek Mehra (Chairman)*	Non-executive Independent Director	√	√	√	√	√	√
Shri Ajay Relan	Non-executive Independent Director	√#		√	√	√	√
Shri Shamit Bhartia^	Non-executive Director	√		√	√	√	Not Applicable
Shri Vikram Singh Mehta@	Non-executive Independent Director	Not Applicable			√	√	√
Shri Priyavrat Bhartia&	Non-executive Director						√

Shri Praveen Someshwar%	ManagingDirector & CEO		Not Applicable

*designated as Chairman of Audit Committee w.e.f. May 10, 2019

Shri Ajay Relan chaired the meeting

@ Inducted as member of Audit Committee w.e.f. May 10, 2019

^ Ceased to be member of Audit Committee w.e.f. December 30, 2019

& Inducted and ceased to be member of Audit Committee w.e.f. December 30, 2019 and March 30, 2020, respectively

% Inducted as member of Audit Committee w.e.f. March 30, 2020

Chairman of the Audit Committee is a Non-executive Independent Director and Chartered Accountant by qualification.

All the members of the Audit Committee are financially literate. The Audit Committee satisfies the criteria of two-third of its members being Independent Directors.

MD & CEO, Group Chief Financial Officer, Internal Auditor also attended the meetings of Audit Committee. Representatives of Statutory Auditors are permanent invitees to the meetings of Audit Committee.

Company Secretary acts as Secretary to the Committee.

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(b) Stakeholders’ Relationship Committee (SRC)

SRC of the Board of Directors comprises of three Directors. Chairman of the Committee is a Non-executive Independent Director.

The terms of reference of SRC are in accordance with Companies Act, 2013 and SEBI Listing Regulations, as amended. The role of SRC, inter-alia, includes resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; review of measures taken for effective exercise of voting rights by shareholders; review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; and review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Committee discharges such other function(s) as may be delegated by the Board from time to time.

During the financial year ended on March 31, 2020, six meetings of SRC were held. The composition of SRC, date on which the meetings were held and attendance of Directors at the meetings was as follows:

Name of the Director	Category			Meetings attended	Meetings attended	Meetings attended
		May 10, 2019	June 6, 2019	June 12, 2019	July 18, 2019	September 3, 2019	October 23, 2019
Shri Ajay Relan (Chairman)	Non-executive Independent Director	√	√	√	√	√	√
Shri Priyavrat Bhartia	Non-executive Director	√	-	√	√	-	√
Shri Praveen Someshwar	Managing Director & CEO	√	√	-	-	√	√

Shri Dinesh Mittal, Group General Counsel & Company Secretary is the Compliance Officer of the Company.

During the year under review, the status of investor complaints was as follows:

Opening Balance	Received	Resolved	Closing Balance
Nil	Nil	Nil	Nil

(c) Nomination & Remuneration Committee (NRC)

NRC comprises of three Non-executive Directors. Chairman of NRC is a Non-executive Independent Director. Chairperson & Editorial Director is a permanent invitee to meeting(s) of NRC.

The terms of reference of NRC are in accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, which include, inter-alia, identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal; carry out evaluation of every director’s performance; formulate the criteria for determining qualifications, positives attributes and independence of a director; and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; recommended to the Board all remuneration in whatever form, payable to Senior management and administration and superintendence of the “HTML Employee Stock Option Scheme” and “HTML Employee Stock Option Scheme 2009”.

The Board of Directors has adopted the Remuneration Policy for Directors, Senior Management Personnel including Key Managerial Personnel and other employees. The Remuneration Policy has been framed to attract, motivate and retain talent by offering an appropriate remuneration package, and also by way of providing a congenial & healthy work environment. Remuneration Policy is posted on Company’s website viz. www.htmedia.in.

Trusted Voice of Evolving India 71

During the financial year ended on March 31, 2020, four meetings of NRC were held. The composition of NRC, date on which meetings were held and attendance of the Directors at the said meetings was as follows:

Name of the Director	Category		Meetings attended	Meetings attended
		May 6, 2019	July 22, 2019	October 24, 2019	January 23, 2020
Shri Ajay Relan (Chairman)	Non-executive Independent Director	√	√	√	√
Shri Vivek Mehra	Non-executive Independent Director	-	√	√	√
Shri Priyavrat Bhartia	Non-executive Director	√	√	-	√

(d) Banking & Finance Committee (BFC)

BFC of Board of Directors is entrusted with functions/ powers relating to banking and finance matters.

During the financial year ended on March 31, 2020, seven meetings of BFC were held. The composition of the Committee, date on which meetings were held and attendance of the Directors at the said meetings was as follows:

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Meetings attended
Name of the
Director Category May 27, August 14, October 11, October 31, December 16, February 13, February 27,
2019 2019 2019 2019 2019 2020 2020
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Shri Ajay Relan% (Chairman)	Non-executive Independent Director	√^	√	√^	√	√	√	-	-
Smt. Shobhana Bhartia$	Chairperson & Editorial Director	-	√	-	√		√	√	√
Shri Shamit Bhartia*	Non-executive Director	√	-	√	√		-
Shri Priyavrat Bhartia@	Non-executive Director			Not Applicable				√	√

Shri Praveen Someshwar#	Managing Director & CEO			No		t Applicable

% designated as Chairman w.e.f. March 30, 2020

^Shri Ajay Relan chaired the meetings

$ceased to be Chairperson and member of BFC w.e.f. March 30, 2020

*ceased to be member of BFC w.e.f. December 30, 2019

@inducted as member of BFC w.e.f. December 31, 2019

inducted as member of BFC w.e.f. March 30, 2020

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(e) Investment Committee

Investment Committee is entrusted with powers to recommend to the Board for approval, proposal(s) of prospective advertiser(s)/ body corporate(s) to invest in their share capital; approving proposals to acquire movable/ immovable property(ies) subject to specified limits; and approving proposal(s) of sale of equity related instruments, or movable / immovable property(ies) within the delegated powers of the Committee.

During the financial year ended on March 31, 2020, ten meetings of the Investment Committee were held. The composition of Investment Committee, date on which meetings were held and attendance of the Directors at the meetings, was as follows:

Name of the Director	Category				Meetings	Meetings	attended	attended
		April 3, 2019	May 10, 2019	June 26, 2019	July 30, 2019	August 26, 2019	October 1, 2019	November 1, 2019	December 17, 2019	January 7, 2020	January 27, 2020
Smt. Shobhana Bhartia (Chairperson)	Chairperson & Editorial Director	√	√	√	√	√	√	√	√	√	√
Shri Ajay Relan	Non-executive Independent Director	√	√	√	√	√	√	√	√	√	√
Shri Priyavrat Bhartia	Non-executive Director	-	√	-	-	√	√	√	-	-	√

(f) Risk Management Committee

Risk Management Committee is vested with the responsibility to oversee risk assessment and mitigation process in the Company.

During the financial year ended on March 31, 2020, one meeting of the Risk Management Committee was held. The composition of the Risk Management Committee and attendance of Directors at the said meeting was as follows:

Name of the Director	Category	Attendance at the meeting held on March 17, 2020
Shri Vivek Mehra(Chairman)	Non-executive Independent Director	√
Shri Priyavrat Bhartia	Non-executive Director	-
Shri Praveen Someshwar	ManagingDirector & CEO	√

Company Secretary acts as Secretary to the Committee.

(g) Corporate Social Responsibility (CSR) Committee

CSR Committee of the Board of Directors has been constituted in accordance with the requirements of Section 135 of the Companies Act, 2013.

The terms of reference of the CSR Committee include, inter-alia, formulation of CSR Policy indicating the activities to be undertaken by the Company covered under Schedule VII to the Companies Act, 2013; recommending to the Board the CSR Policy & amount of expenditure on CSR activities; and to monitor the CSR Policy of the Company from time to time.

During the financial year ended on March 31, 2020, two meetings of the CSR Committee were held. The composition of CSR Committee and attendance of the Directors at the said meetings was as follows:

Name of the Director	Category	Meetings attended May 10, 2019 January 23, 2020	Meetings attended May 10, 2019 January 23, 2020
			January 23, 2020
Smt. Shobhana Bhartia(Chairperson)	Chairperson & Editorial Director	√	√
Shri AjayRelan	Non-executive Independent Director	√	√
Shri Priyavrat Bhartia	Non-executive Director	√	√

Group Chief Marketing Officer is a permanent invitee to the meetings of CSR Committee.

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GENERAL BODY MEETINGS

Details of last three Annual General Meetings are as under:

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Date & Time September 26, 2019 at 11:00 A.M. September 25, 2018 at 11:00 A.M. September 25, 2017 at 11.00 A.M.
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Venue	Siri Fort Auditorium I, A-25, Balbir Saxena Marg, Siri Fort Institutional Area, Gulmohar Park, New Delhi - 110 049
Special resolution(s) passed	Re-appointment of Shri Vikram Singh Mehta, as an Independent Director, for a second term of 5 (five) consecutive years w.e.f. April 1,2020 None Offer or invite subscriptions to Non-Convertible Debentures/ Bonds aggregating upto H400 Crore (enabling resolution – not implemented)

No Extra-ordinary General Meeting was held during last 3 financial years.

Postal Ballot

During the year under review, no resolution was put through by Postal Ballot. At present, no special resolution proposed to be passed through Postal Ballot.

DISCLOSURES

During the financial year ended on March 31, 2020, all transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations were in ordinary course of business and on arm’s length basis, and they do not attract the provisions of Section 188 of the Companies Act, 2013. There was also no materially significant related party transaction that may have a potential conflict with the interest of the Company at large. The Audit Committee reviews the statement containing details of transaction with the related parties, on quarterly basis.

The required disclosures on related parties and transactions with them, are appearing in note nos. 36 and 36A of Standalone Financial Statements. The Company has formulated the ‘Policy on Materiality of and dealing with Related Party Transactions’, which is hosted on the Company’s website viz. www.htmedia.in.

No penalty or stricture was imposed on the Company by any stock exchange, SEBI or other statutory authority for non-compliance during last three years on any matter related to capital markets.

The Company has prepared the financial statements to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, except for certain adjustments pertaining to periods on or before March 31, 2019 for which impact has been taken in the retained earnings as on April 1, 2019 on ground of materiality (instead of restating comparative period). The CEO & CFO certificate in terms of Regulation 17(8) of SEBI Regulations has been placed before the Board.

The Independent Directors have the requisite qualifications and experience which enable them to contribute effectively. Terms and conditions of appointment of Independent Directors are posted on Company’s website viz. www.htmedia.in.

Further, the Independent Directors meet criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, and are independent of the management.

The Company has complied with some of the non-mandatory requirements of SEBI Listing Regulations on Corporate Governance. In the spirit of good corporate governance, the Company sends quarterly financial results via email to the members whose email address is registered with Depository Participant/Company, after they are approved by the Board of Directors and disseminated to the Stock Exchanges. The Statutory Auditor have given their Report with modified opinion on the revised financial statements for the financial year ended on March 31, 2020, details whereof have been outlined in the Board’s report.

The Whistle Blower Policy provides opportunity to the directors/ employees/stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud by any Director and/or employee of the Company or any violation of the Company’s Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is posted on the Company’s website viz.

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www.htmedia.in. During FY-20, no person was denied access to the Audit Committee. The Company received a WB Complaint in August, 2020 from a named employee of the radio business, details whereof are provided in note no. 54 and note no. 53 of revised standalone and consolidated financial statements, respectively.

During the year under review, your Company has not raised any funds through preferential allotment or qualified institutional placement, as specified under Regulation 32(7A) of the SEBI Listing Regulations.

During the year under review, all the recommendations made by the committee(s) of directors have been duly accepted by the Board of Directors.

The subsidiary companies are Board managed, entrusted with the responsibility to manage the affairs in the best interest of the stakeholders. The Company has formulated “Policy for determining Material Subsidiary(ies)” in compliance of SEBI Listing Regulations, which is hosted on the Company’s website viz. www.htmedia.in.

During the year under review, the Company has complied with all mandatory requirements specified in Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) of the SEBI Listing Regulations, as applicable.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

The Company is exposed to commodity risk mainly due to Newsprint. Details of exposure is given below-

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Commodity Exposure in Exposure in quantity % of such exposure hedged through commodity derivatives
Name J /Lac towards terms towards the Domestic market International market Total
the particular particular commodity OTC Exchange OTC Exchange
commodity (MT)
Newsprint
Domestic 4,193 11,324 - - - - -
Import 18,120 47,472 - - - - -
Total 22,313 58,796 - - - - -
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Newsprint is an important raw material consumed by the Company. The global supply & demand fluctuations determine newsprint price trends. Decrease in global demand in FY-20 led to a steady price reduction. The global mills adjusted the excess capacities by idling/shifting the grades/shutting the mills – however, demand deceleration was higher than supply reduction and prices remained soft.

With the outbreak of COVID–19 in the last quarter of FY-20, global supply chains were disrupted and newsprint was no exception. However, relationship with global value chain partners were leveraged to prioritize our shipments and ensured seamless supplies from mills outside India. Besides, optimizing the import & domestic newsprint mix, helped in mitigating supply chain risks.

Inventory norms are redefined in line with consumption trends and replenishment model is implemented to ensure sufficient stocks across print units.

The Company uses derivative products to hedge its forex exposure against imports, loans, investments and other payables, whenever required. The Company does not have any major forex exposure on account of exports, receivable and other income. The details of sensitivity to foreign exchange exposures as on March 31, 2020 are disclosed in note no. 40 to the Standalone Financial Statements.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

During the year under review, the status of complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is as follows:

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Complaints filed during FY-20 Complaints disposed of during FY-20 Complaints pending as on end of FY-20
3 3 Nil
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FEE PAID TO STATUTORY AUDITOR

Details of fee paid by the Company and its subsidiaries for FY-20, on a consolidated basis, to B S R and Associates, Chartered Accountants, Statutory Auditor and to all entities in the network firm/network entity of which the Statutory Auditor is a part, are as follows:

Particulars	Amount (Hin Lac)*
Audit Fee	100.00
Limited Review	40.50
Tax Audit Fee	13.25
Certification Fee	18.00
Total fee	171.75

*excluding reimbursement of out of pocket expenses

PERFORMANCE EVALUATION

The process followed for evaluation of performance of the Board, its Committees, individual Directors and the Chairperson for the financial year ended on March 31, 2020, alongwith criteria for evaluation of individual directors and Board is outlined in the Board’s Report.

The Board Members and Senior Management Personnel are expected to adhere to the Code, and have accordingly, affirmed compliance of the same during FY-20. The declaration of CEO affirming compliance of the Code by the Board Members and Senior Management Personnel of the Company during FY-20, is appearing at the end of this report as “Annexure – B” .

PROHIBITION OF INSIDER TRADING OF SHARES

In compliance of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted and amended from time to time, the “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” and “Code for Fair Disclosure of Unpublished Price Sensitive Information”.

CREDIT RATING

During the year under review, the credit rating agency CRISIL Limited has revised Non-Convertible Debentures rating at CRISIL AA/Stable (downgraded from ‘CRISIL AA +/Negative’) and reaffirmed Commercial Paper rating at CRISIL A1+. Further, credit rating agency ICRA Limited has reaffirmed Commercial Paper rating at ICRA A1+.

FAMILIARIZATION PROGRAMME

Your Company conducts induction and familiarization programme for Independent Directors. The Company, through such programme, familiarizes the Independent Directors with the background of the Company, nature of the industry in which it operates, business model, business operations, etc. The programme also includes interactive sessions with senior leadership team and business & functional heads for better understanding of business strategy, operational performance, product offerings, marketing initiatives etc. Details of familiarization programme for Independent Directors are hosted on the Company’s website viz. www.htmedia.in.

MEETING OF INDEPENDENT DIRECTORS

During the year, a separate meeting of Independent Directors was held on January 23, 2020 without the presence of Non-Independent Directors and members of the management, wherein the performance of Non-Independent Directors, the Board as a whole and Chairperson was evaluated, taking into account the views of Executive Directors and Non-executive Directors.

CODE OF CONDUCT

The Company has adopted a “Code of Conduct” governing the conduct of Directors and Senior Management Personnel which is available on the website of the Company viz. www.htmedia.in.

MEANS OF COMMUNICATION

Financial results - The quarterly, half yearly and annual financial results of the Company are published in ‘Hindustan Times’ (English newspaper), ‘Hindustan’ (Hindi newspaper), and ‘Mint’ (English Business newspaper). The financial results are also sent to the investors via e-mail, where e-mail address is available. Investors are encouraged to avail this service / facility by providing their e-mail address to the Depository Participant (DP)/ Company.
Company’s Website – Important shareholders’ information such as Annual Report, financial results etc. are displayed on the website of the Company viz. www.htmedia.in.
Official News releases, presentations etc. – Official news releases, shareholding pattern, press releases and presentations made to Financial Analysts etc. are available on the Company’s website viz. www.htmedia.in.
Stock Exchange filings - All information/disclosures are filed electronically on web based applications of BSE and NSE.
Investor Conference Calls - Every quarter, post announcement of financial results, conference calls are organized with institutional investors and analysts. These

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calls are usually addressed by the Group CFO and Head - Investor Relations. Transcripts of the calls are hosted on the website of the Company viz. www.htmedia.in.

Management Discussion and Analysis - Management Discussion and Analysis covering the operations of the Company, forms part of the Annual Report.
Designated E-mail Id – The Company has a designated E-mail ID viz. [email protected], for sending investor requests/ complaints.

GENERAL SHAREHOLDER INFORMATION

18[th] Annual General Meeting

Day, Date Tuesday, December 29, 2020 at 04:00 P.M. & Time: Venue: AGM will be conducted via video conferencing/ OAVM due to COVID-19 outbreak, in compliance of the circulars issued by Ministry of Corporate Affairs in this regard. In view of this, there is no requirement of a venue to hold the AGM.

As required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard 2, particulars of Directors seeking appointment/ re-appointment at this AGM are given in the Annexure to the Notice convening the AGM.

FINANCIAL YEAR

April 1 of each year to March 31 of next year.

Financial Calendar (Tentative)

Results for quarter ended June 30, 2020	July 28, 2020
Results for quarter and half-year ended September 30, 2020	November 27, 2020
Results for quarter and nine months period ending December 31, 2020	Mid January, 2021
Results for the quarter and year ending March 31, 2021	Mid May, 2021
Annual General Meeting	Mid September, 2021

Registrar and Share Transfer Agent

KFin Technologies Private Limited (earlier known as Karvy Fintech Private Limited) Selenium Tower B, Plot No. 31-32 Financial District, Nanakramguda Serilingampally Mandal Hyderabad – 500 032 Tel: + 91-40-6716 2222 Fax: + 91-40-2300 1153 Toll Free No. 1800 345 4001 E-mail: [email protected]

Share Transfer System

Equity shares of the Company are compulsorily traded in demat form. In terms of Regulation 40 of SEBI Listing Regulations, as amended, equity shares can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of requests received for transmission or transposition of shares. Members are advised, in their own interest, to dematerialize the shares held by them in physical form. Transfer of equity shares in electronic form is effected through the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL).

The Board has authorized the Stakeholders’ Relationship Committee to sub-delegate its powers to the Officers of the Company for prompt redressal of investor requests/complaints.

As required under Regulation 40(9) of the SEBI Listing Regulations, the Company obtains a certificate on half-yearly basis from a Company Secretary-in-Practice, regarding share transfer formalities, which is filed with the Stock Exchanges.

Listing of Equity Shares on Stock Exchanges and Stock Codes

The Equity Shares of the Company are listed on the following Stock Exchanges:

Name of the Stock Exchange	Scrip Code/ Trading Symbol
BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001	532662
National Stock Exchange of India Limited (NSE) Exchange Plaza, Plot No. C-1 G-Block, Bandra-Kurla Complex Bandra (East) Mumbai - 400 051	HTMEDIA

Annual listing fee for the financial year 2020-21 has been paid to both, BSE and NSE.

The ISIN of the Equity Shares of the Company is ‘ INE501G01024 ’.

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Stock Price Data

MONTH	BSE	BSE	BSE	BSE	NSE	NSE	NSE	NSE
	HTMEDIA		SENSEX		HTMEDIA		NIFTY 50
	High (inJ)	Low (inJ)	High	Low	High (inJ)	Low (inJ)	High	Low
Apr ’19 May ’19 Jun ’19 Jul ’19 Aug ’19 Sep ’19 Oct ’19 Nov ’19 Dec ’19 Jan ’20 Feb ‘ 20 Mar ‘20	49.05	38.20	39,487.45	38,460.25	49.30	38.60	11,856.15	11,549.10
	40.35	30.00	40,124.96	36,956.10	40.50	31.10	12,041.15	11,108.30
	38.80	24.60	40,312.07	38,870.96	33.90	24.75	12,103.05	11,625.10
	32.10	22.25	40,032.41	37,128.26	32.20	22.25	11,981.75	10,999.40
	27.00	21.10	37,807.55	36,102.35	27.10	21.15	11,181.45	10,637.15
	24.75	21.15	39,441.12	35,987.80	24.80	21.00	11,694.85	10,670.25
	22.75	18.05	40,392.22	37,415.83	23.00	18.05	11,945.00	11,090.15
	22.95	15.80	41,163.79	40,014.23	22.95	15.50	12,158.80	11,802.65
	16.45	13.85	41,809.96	40,135.37	16.50	13.80	12,293.90	11,832.30
	18.85	14.35	42,273.87	40,476.55	19.00	14.00	12,430.50	11,929.60
	16.10	13.00	41,709.30	38,219.97	16.90	13.05	12,246.70	11,175.05
	14.00	7.75	39,083.17	25,638.90	14.70	7.60	11,433.00	7,511.10
Performance in comparison to broad-based indices (month-end closing) Movement of HT Media Share at BSE during FY-20 Movement of HT Media Share at NSE during FY-20 120 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 100 Apr. ‘19 May. ‘19 Jun. ‘19 Jul. ‘19 Aug. ‘19 Sep. ‘19 Oct ‘19 Nov. ‘19 Dec. ‘19 Jan. ‘20 Feb. ‘20 Mar. ‘20 80 60 40 20 HT Media Share (inJ) BSE SENSEX 0 HT Media Share of BSE BSE SENSEX Apr. ‘19 May. ‘19 Jun. ‘19 Jul. ‘19 Aug. ‘19 Sep. ‘19 Oct ‘19 Nov. ‘19 Dec. ‘19 Jan. ‘20 Feb. ‘20 Mar. ‘20 Nifty 50 HT Media Share of NSE Nifty 50 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 40 0 80 HT Media share (inJ)

Category of Shareholders as on March 31, 2020 (in both physical and demat form)

Category	No. of Equity Shares held	% Shareholding
Promoters & Promoter Group (A)	16,17,77,093	69.51
Public Shareholding (B)
Banks,Financial Institutions and Insurance Companies	1,05,509	0.05
Foreign Institutional Investors(FIIs)	93,94,629	4.04
Mutual Funds	1,10,46,869	4.75
Non-Resident Indians	33,68,349	1.45
Bodies Corporate	57,59,789	2.47
Public	3,64,90,913	15.68
Clearing members	3,06,072	0.13
HUF	23,08,222	0.99
Others(Trusts,AIF)	140	0.00
NBFC	0	-
IEPF	12,439	0.01
Total Public Shareholding (B)	6,87,92,931	29.55
Non Promoter –Non Public(C)
Trustee of HT Media Employee Welfare Trust	21,78,290	0.94
Total Shareholding (A+B+C)	23,27,48,314	100.00

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Distribution of shareholding by size as on March 31, 2020

No. of Equity Shares held	No. of Shareholders@	% of total no. of Shareholders	No. of Equity Shares held	% of total no. of equity shares
Upto 500	27,630	84.81	34,27,971	1.47
501 – 1,000	2,196	6.74	18,27,808	0.79
1,001 – 5,000	2,030	6.23	47,36,254	2.03
5,001 – 10,000	321	0.99	23,99,865	1.03
10,001 & above	402	1.23	22,03,56,416	94.68
TOTAL	32,579	100.00	23,27,48,314	100.00

@Pursuant to SEBI’s circular, shareholding is consolidated on the basis of PAN. Accordingly, number of shareholders stand reduced from 45,609 to 32,579.

Dematerialization of shares and liquidity as on March 31, 2020

Category	No. of Equity Shares held	% Shareholding
EquityShares held in Demat form	23,27,33,946	99.99
EquityShares held in Physical form	14,368	0.01
Total	23,27,48,314	100.00

Number of outstanding GDRs/ADRs/Warrants or any convertible instruments

No GDRs/ADRs/Warrants or any convertible instruments have been issued by the Company.

Compliance Certificate

A certificate dated May 19, 2020 of Shri N.C. Khanna, Company Secretary-in-Practice, regarding compliance of conditions of ‘Corporate Governance’ as stipulated under Schedule V of the SEBI Listing Regulations, is annexed to the Board’s Report.

Address for correspondence

Nomination Facility

Company Secretary HT Media Limited Hindustan Times House 18-20, Kasturba Gandhi Marg New Delhi - 110 001 Tel : + 91 - 11 - 6656 1608 Fax: + 91 - 11 - 6656 1445 Email: [email protected] Website: www.htmedia.in

Compliance Officer

Shri Dinesh Mittal Group General Counsel & Company Secretary Tel: + 91 -11 - 6656 1608

Company Registration Details

In terms of Section 72 of the Companies Act, 2013, shareholders holding shares in demat and/or physical form may, in their own interest, register their nomination with the DP or R&T Agent, as the case may be.

Plant Locations (as on March 31, 2020)

City	Address
GREATER NOIDA	Plot no. 8, Udyog Vihar, Greater NOIDA, Gautam Budh Nagar – 201 306
MUMBAI	Plot no. 6, TTC MIDC Industrial Area, Dighe, Thane-Belapur Road, Navi Mumbai – 400 708

Note: The above list does not include locations where printing of the Company’s publications is done on job work basis.

The Company is registered with the office of Registrar of Companies, Delhi. Corporate Identity Number allotted to the Company by the Ministry of Corporate Affairs is L22121DL2002PLC117874 .

Trusted Voice of Evolving India 79

Annexure - A to Report on Corporate Governance

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of HT Media Limited 18-20, Kasturba Gandhi Marg New Delhi- 110001

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HT Media Limited (CIN-L22121DL2002PLC117874) and having registered office at 18-20, Kasturba Gandhi Marg, New Delhi- 110001 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on March 31, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

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Date of appointment in
Sr. No. Name of Director DIN
Company
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1.	Shri Ajay Kumar Relan	00002632	24/08/2009
2.	Shri Priyavrat Bhartia	00020603	28/10/2005
3.	Shri Shamit Bhartia	00020623	31/03/2020
4.	Smt. Shobhana Bhartia	00020648	03/12/2002
5.	Shri Vikram Singh Mehta	00041197	20/06/2015
6.	Shri Vivek Mehra	00101328	12/01/2018
7.	Shri Praveen Someshwar	01802656	01/08/2018
8.	Smt. Aruna Sundararajan	03523267	31/03/2020

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

NC Khanna

Place: New Delhi Date: May 19, 2020

Company Secretary in Practice CP No. 5143 Membership No.: F4268 UDIN: F004268B000257983

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Annexure - B to Report on Corporate Governance

Declaration of compliance with ‘Code of Conduct’ of the Company

I, Praveen Someshwar, Managing Director & Chief Executive Officer of the Company, do hereby confirm that all the Board members and Senior Management Personnel of the Company have complied with the ‘Code of Conduct’ during the financial year 2019-20, save and except an instance of involvement in anomalies in certain practices adopted in the radio business of the company and radio business related subsidiary companies, having financial implication, reported by a whistle blower in August, 2020.

This declaration is based on and is in pursuance of the individual affirmations received in writing from the Board members and the Senior Management Personnel of the Company.

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Place: New Delhi Date: November 26, 2020

(Praveen Someshwar) Managing Director & Chief Executive Officer

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To

The Members of HT Media Limited

Report on the Audit of the Revised Standalone Financial Statements

Qualified Opinion

We have audited the revised standalone financial statements of HT Media Limited (“the Company”), which comprise the revised standalone balance sheet as at 31 March 2020, and the revised standalone statement of profit and loss (including other comprehensive income), revised standalone statement of changes in equity and revised standalone statement of cash flows for the year then ended, and notes to the revised standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of other auditor on the financial statements of the HT Media Employee Welfare Trust, except for the effect of the matters described in the ‘Basis for Qualified opinion’ section of our report, the aforesaid revised standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As discussed in Note 54 to the revised standalone financial statements, pursuant to a whistleblower complaint received, an investigation was conducted which brought out certain deficiencies in the radio business and instances of reporting higher revenue from operations, incorrect debtors, contractual liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a stream of revenue of the radio business in the Company. Further, as brought out by the investigation, such practices were continuing since last few years.

recognised for financial years 2017-18 and 2018-19 in the radio business. After adjusting the increase in other expenses and the deferred tax credit, the total decrease in the opening retained earnings is H 956 lacs. The Company has accounted for such adjustment in the retained earnings as at 1 April 2019 instead of restating the corresponding figures for the year ended 31 March 2019. This constitutes a departure from the applicable Ind AS prescribed under section 133 of the Act, thereby resulting in the non-adjustment in the amounts reported for corresponding year ended 31 March 2019 with respect to revenue from operations, expenses and taxes as well as trade receivables and other items of the balance sheet. However, this does not have any impact on the loss for the year ended 31 March 2020 or on total equity as at 31 March 2020.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the revised standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit report of the other auditor referred to in sub- paragraph (a) of the ‘Other Matters’ paragraph below, is sufficient and appropriate to provide a basis for our opinion on the revised standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the revised standalone financial statements of the current period. These matters were addressed in the context of our audit of the revised standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

As mentioned in the note, the Company has identified an amount of H 1,115 lacs, which pertains to deficiencies in revenue

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Description of Key Audit Matters

Impairment assessment of Investment Properties

See note 4 to the revised standalone financial statements

The key audit matter

The Company’s gross carrying value of investment properties is H 49,937 lacs as at 31 March 2020. An impairment loss of H 1,305 lacs has been recognized in the revised standalone statement of profit and loss for the year ended 31 March 2020.

The Company’s investment properties portfolio consists of residential buildings and commercial projects located in India. The portfolio consists of properties which are fully constructed as well as under construction. Further, there are certain properties which are under litigation or where the developers are under Insolvency and Bankruptcy Code.

The Company involved an external valuation specialist to determine the fair values of investment properties. There are significant judgements and estimates to be made in relation to the valuation of the Company’s investment properties. The fair value is compared with the carrying value of each investment property, in order to determine impairment loss, if any.

Considering the inherent uncertainty, significant judgments and estimates involved and the significance of the value of the assets, impairment assessment of investment properties has been considered as a key audit matter.

How the matter was addressed in our audit

Our audit procedures included:

Tested the design, implementation and operating effectiveness of key controls over the impairment assessment process.
Assessed the competence, objectivity and scope of work of the valuer engaged by management.
We inspected the valuation reports and assessed the fair value as determined by the valuer as under:
Compared the fair value as determined by the valuer to the externally derived data of comparable properties in respect of selected investment properties;
Involved our internal specialist to compare the fair value of certain properties as stated in the valuation reports with independently formed market expectations;
Discussed with management the status of properties under litigation and under Insolvency and Bankruptcy Code.
Involved our internal specialists to assist us in assessing the key assumptions and factors considered while determining the impairment loss on such properties.
Inspected on a test check basis, the underlying property documents.
Compared the Company’s calculation of impairment loss with the underlying accounting records and documents.
Tested the adequacy of disclosures made in the revised standalone financial statements, as required by relevant accounting standards.

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Impairment assessment of Investment in Subsidiaries

See note 6A to the revised standalone financial statements

The key audit matter

During the current year ended 31 March 2020, the Company acquired controlling stake in Next Media Works Limited (NMW) and Next Radio Limited (NRL) for H 27,643 lacs (gross value before impairment). Accordingly these entities became subsidiaries of the Company.

The Company has performed an impairment assessment on the above-mentioned investment in subsidiaries as at 31 March 2020.

The impairment assessment is considered as a key audit matter as it involves significant judgements and estimates in assessing the recoverable value. The recoverable value is considered to be the higher of the Company’s assessment of the value in use (VIU) and fair value less cost of disposal (FVLCD). The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the future cash flows of NMW and NRL.

How the matter was addressed in our audit

Our audit procedures included:

We assessed the recoverable value as higher of the Company’s assessment of VIU and FVLCD.
We assessed the FVLCD as determined by the Company using the market price of the equity shares.
We assessed the VIU as determined by the Company as under:
Assessed the method of determining VIU and key assumptions used therein through historical information, budgets / projections, externally derived data and other relevant information.
Challenged the key assumptions within the build up and methodologies used by the Company.
Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
Compared the implied multiple arising from the VIU to the market multiples.

Involved our internal specialists to assist us in performing above mentioned procedures.

Tested the adequacy of disclosures made in the revised standalone financial statements, as required by relevant accounting standards.

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Impairment testing of property, plant and equipment and intangible assets

See note 3 and note 5 to the revised standalone financial statements

The key audit matter

The Company is engaged in printing and publishing of newspapers and periodicals through various plants operated in India.

The Company is also engaged in providing entertainment, radio broadcast and other related activities through its radio stations.

The gross carrying value of property, plant and equipment amounts to H 51,453 lacs and intangible assets amounts to H 47,936 lacs as at 31 March 2020.

The Company performs an annual assessment of the property, plant and equipment and intangible assets at cash generating unit (CGU) level, to identify any indicators of impairment.

The recoverable amount of the CGU which is based on value in use (‘VIU’), has been derived from discounted forecast cash flow model and multi period excess earning model. The model uses several key assumptions. The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the key assumptions taken while computing VIU.

Considering the inherent uncertainty, complexity and judgment involved and the significance of the value of the assets, impairment assessment of the above mentioned assets has been considered as a key audit matter.

How the matter was addressed in our audit

Our audit procedures included:

Assessed Company’s identification of CGUs with reference to the guidance in the applicable accounting standards;
Tested design, implementation and operating effectiveness of key controls over the impairment assessment process relating to printing and publishing of newspaper and periodicals through various plants.
We assessed the value in use (VIU) as determined by the Company as under:
Assessed the method of determining VIU and key assumptions used therein through historical information, budgets / projections, externally derived data and other relevant information.
Challenged the key assumptions and judgements within the build-up and methodologies used by the Company.
Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
Involved our internal specialists to assist us in performing above mentioned procedures, to the extent applicable.
Tested the adequacy of disclosures made in the revised standalone financial statements, as required by relevant accounting standards.

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Revenue Recognition

See note 20 to the revised standalone financial statements

The key audit matter

Revenue is recognized upon transfer of control of promised services / goods to the customers and when it is “probable” that the Company will collect the consideration. In specific, airtime sales is recognized on the airing of client’s commercials.

There is a risk that revenue is recognized for services / goods before the transfer of control of the service / goods to customer is completed

Further, subsequent to year end, the Company received a whistleblower complaint from a named employee alleging deficiencies in the ‘pure money’ part of radio business. The Company, in accordance with its whistleblower policy, and as confirmed by the Audit Committee, commenced investigation in the matter by appointing an independent Law firm, which worked closely with independent accounting firms.

The said investigation has affirmed the deficiencies, which has resulted into overstatement of revenue and other consequential impact.

How the matter was addressed in our audit

Our audit procedures included:

Evaluation of the design and implementation and operating effectiveness of internal controls relating to revenue recognition process
Assessment of risk of material misstatement as a result of ineffective design and implementation and operating effectiveness of internal controls relating to pure money part of radio revenue
On selected sample of transactions, tested revenue recognition, and our procedures included:
evaluating the identification of performance obligations;
considering the terms of the contracts to determine the transaction price; and
inspection of the date of transfer of control of service / goods and recording of revenue at an appropriate date.
Tested revenue recognition for cut-off transactions on sample basis to assess whether the timing of revenue recognition is appropriate.
On investigation relating to deficiencies in the ‘pure money’ part of radio business, our procedures included:
discussed the approach for investigation with senior management and those charged with governance
discussed the investigation approach, investigation report and assessment of non-compliances with laws and regulations with the investigating teams and with management
evaluated the pervasiveness of the deficiencies including impact on our risk assessments and any resulting impact on the nature timing and extent of audit procedures to respond to the assessed risks.
evaluated the accounting for and adequacy of disclosure of the matter involved
performed shadow procedures and for sample transactions tested whether revenue recognition is appropriate.
Involved our internal specialists to assist us in performing above mentioned procedures, to the extent applicable

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Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the revised standalone financial statements and our auditors’ report thereon.

Our opinion on the revised standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the revised standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the revised standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the audit report of other auditor, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s and Board of Directors’ Responsibility for the Revised Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these revised standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the revised standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Revised Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the revised standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these revised standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the revised standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

In preparing the revised standalone financial statements,

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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the revised standalone financial statements made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the revised standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the revised standalone financial statements, including the disclosures, and whether the revised standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the revised standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of the Company of which we are the independent auditors. For the other entity included in the revised standalone financial statements, which has been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled ‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us along with the consideration of audit report of the other auditor referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the revised standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the revised standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

a) We did not audit total assets of H 2,111.91 lacs as at March 31, 2020 and total revenues of H 8.71 lacs for the year then ended, included in the revised standalone financial statements in respect to HT Media Employee Welfare Trust not audited by us, whose financial information has been audited by another auditor and whose report has been furnished to us. Our opinion on the revised standalone financial statements, to the extent they have been derived from such financial statements is based solely on the report of such other auditor.
b) We draw your attention to the fact that corresponding figures for the year ended 31 March 2019, are based on previously issued standalone financial statements of the Company that were audited by the predecessor auditor who expressed an unmodified opinion on those standalone annual financial statements dated 10 May 2019.
c) The Board of Directors had earlier adopted the standalone financial statements of the Company for the year ended 31 March 2020 in their meeting held on 26 June 2020 (referred to as “original standalone financial statements”) on which we had issued our Audit Report dated 26 June 2020. Subsequent to this, pursuant to a whistleblower complaint, an investigation was conducted, which brought out certain deficiencies in the Radio business and instances of reporting higher revenue from operations,

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incorrect debtors, contract liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a stream of revenue of the radio business in the Company. Consequently, the Company has recognised the adjustments in revised standalone financial statements for the year ended 31 March 2020 to give effect to the outcome of the investigation. These deficiencies have consequential impact on other financial statement items. Further, the revised standalone financial statements also recognise the impact of adjusting events occurring subsequently to the date of approval of original standalone financial statements (26 June 2020) till the date of approval of these revised standalone financial statements (dated 27 November 2020) by the Board of the Company arising from present economic and market conditions including COVID-19.

Our audit report dated 26 June 2020 on the original standalone financial statements is superseded by this audit report dated 27 November 2020 on the revised standalone financial statements.

Our opinion is not modified to the extent of the above adjustments in revised standalone financial statements and our report on Other Legal and Regulatory Requirements below, in so far as they relate to the financial year ended 31 March 2020.

standalone financial statements have been kept by the Company so far as it appears from our examination of those books and the report of other auditor.

c) The revised standalone balance sheet, the revised standalone statement of profit and loss (including other comprehensive income), the revised standalone statement of changes in equity and the revised standalone statement of cash flows dealt with by this Report are in agreement with the books of account.
d) Except for the matter described in the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, the aforesaid revised standalone financial statements comply with the Ind AS specified under section 133 of the Act.
e) The matter described in the ‘Basis for Qualified Opinion’ paragraph above, and our observations on the achievement of the objectives of the internal control criteria as explained in our separate Report in ‘Annexure B’ in our opinion, may have an adverse effect on the functioning of the Company.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
- f) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
(A) As required by Section 143(3) of the Act, based on our audit and on consideration of report of other auditor on financial statements of HT Employee Welfare Trust, as noted in the ‘Other Matters’ paragraph, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid revised standalone financial statements.
b) Except for the matter described in the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, proper books of account as required by law relating to preparation of aforesaid revised
g) The qualification relating to maintenance of accounts and other matter connected therewith is as stated in the ‘Basis for Qualified Opinion’ paragraph above.
h) With respect to the adequacy of the internal financial controls with reference to revised standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based

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on the consideration of the report of other auditor on the financial statements of HT Employee Welfare Trust, as noted in the ‘Other Matters’ paragraph:

i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its revised standalone financial statements - Refer Note 35 to the revised standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. The disclosures in the revised standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2020.
(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R and Associates Chartered Accountants Firm's Registration No.- 128901W

Rajesh Arora

Partner Place: Gurugram Membership No. 076124 Date: 27 November 2020 UDIN: 20076124AAAADR8288

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to the members of HT Media Limited on the revised standalone financial statements for the year ended 31 March 2020

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets (i.e. property, plant and equipment).
(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification by management is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified during the year. As informed to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) Inventories, except for goods-in-transit have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us, the procedures for physical verification of inventories followed by the management during the year are reasonable and adequate in relation to the size of the Company and the nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material.
(iii) According to the information and explanations given to us, the Company had granted loan to a company covered in the register maintained under Section 189 of the Companies Act, 2013, which is outstanding in the books, in respect of which:
a) No loan has been granted by the Company in the current year, Accordingly, requirements of paragraph (iii)(a) of the Order are not applicable to the Company;
b) The schedule of repayment of principal and payment of interest has been stipulated. There has been no repayment of principal and payment of interest in the financial year ended 31 March 2020; and
(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made and guarantees and securities provided by it.
(v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its radio services. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income tax, goods and service tax (GST), duty of customs, cess, professional tax and other statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of sales tax, services tax, duty of excise and value added tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, GST, duty of customs, cess, professional tax and other statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.

c) There is no amount overdue for more than 90 days in respect of the above mentioned loan.

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(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, GST and value added tax which have not been deposited by the Company with the appropriate authorities on account of any dispute as at 31 March 2020, except as mentioned in the annexure below:

The below information is as per the demand orders received by the Company (including interest and penalty) wherever indicated in the order.

Name of Statute Nature of dues	Amount (Jin lacs) Amount paid under protest (Jin lacs) Year which amount relates	Forum where dispute is pending
Income Tax Act, 1961 Disallowance of certain expenditure Income Tax Act, 1961 Disallowance of certain expenditure Income Tax Act, 1961 Disallowance of certain expenditure Income Tax Act, 1961 Disallowance of certain expenditure Income Tax Act, 1961 Disallowance of certain expenditure Income Tax Act, 1961 Disallowance of certain expenditure Finance Act,1994 Service tax	119.50 101.20 AY 2010-11 11.40 11.40 AY 2012-13 AY 2013-14 111.87 111.87 AY 2014-15 430.84 430.84 AY 2015-16 107.37 69.24 AY 2016-17 100 100 AY 2017-18 61 61 2005-06 to 2009-10 and 2011-12	Commissioner of Income tax (Appeals) Income tax Appellate Tribunal Income tax Appellate Tribunal Income tax Appellate Tribunal Commissioner of Income tax (Appeals) Commissioner of Income tax (Appeals) Supreme Court of India

(viii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to banks or financial institutions. Further, no loans or borrowings were taken from government and there were no debentures issued during the year or outstanding as at 31 March 2020.

Note 54 to the revised standalone financial statements, subsequent to year- end, pursuant to a whistleblower complaint received, an investigation was conducted which brought out certain deficiencies in a stream of radio business. According to the information and explanations given to us, no other material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(ix) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has applied the money raised by way of term loans for the purpose for which they were obtained. Further, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments).
(x) Attention is invited to “Basis for Qualified Opinion” section of our Audit Report on the revised Standalone Financial Statements for the year ended 31 March 2020 and in
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
(xii) According to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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(xiii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the revised standalone financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the current year. Accordingly, paragraph 3(xiv) of the Order is not applicable.
(xv) According to information and explanations given to us and based on our examination of the records of Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For B S R and Associates Chartered Accountants Firm’s Registration No.- 128901W

Rajesh Arora Partner Place: Gurugram Membership No. 076124 Date: 27 November 2020 UDIN: 20076124AAAADR8288

Trusted Voice of Evolving India 93

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on the revised standalone financial statements of HT Media Limited for the year ended 31 March 2020.

Report on the internal financial controls with reference to the aforesaid revised standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Adverse Opinion

In conjunction with our audit of the revised standalone financial statements of the HT Media Limited as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to revised standalone financial statements of HT Media Limited (hereinafter referred to as “the Company”).

Material deficiencies in the financial reporting processes have been identified in a stream of revenue of the radio business (‘pure money’) of the Company as described below. Further, the Company has departed from the requirements of applicable Ind AS specified under section 133 of the Act, as described below. In our opinion, because of the effects / possible effects of these material weaknesses on the achievement of the objectives of the internal control criteria, the Company has not maintained adequate internal financial controls with reference to the revised standalone financial statements and such internal financial controls were not operating effectively as at 31 March 2020, based on the criteria established by the Company considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘Guidance Note’).

We have considered the material weaknesses identified and reported below in ‘Basis for Adverse Opinion’ in determining the nature, timing and extent of the audit tests applied in our audit of the 31 March 2020 revised standalone financial statements of the Company. The material weaknesses have resulted into revision of the aforesaid financial statements and issuance of a revised audit report dated 27 November 2020 giving a qualified audit opinion on these revised standalone financial statements.

Basis for Adverse Opinion

As described in note 54 to the revised standalone financial statements, pursuant to a whistleblower complaint, the Company conducted an investigation, which brought out certain material deficiencies in the radio business and instances of reporting higher revenue from operations, incorrect debtors, contract liabilities with consequential impact on provision for doubtful debts and taxes etc. in a stream of revenue of the radio

business in the Company, as also override of certain internal controls relating thereto by members of senior management of the radio business.

The Company did not have an appropriate internal control system in a stream of revenue of the radio business with respect to recognition of revenue, trade receivables (including ageing report and balance confirmation process and credit approvals for sales), cash and cash equivalents, trade payables and contract liabilities. These material weaknesses have resulted in an overstatement of revenue of the aforesaid business, trade receivables, cash and cash equivalents and contract liabilities and understatement of impairment of intangibles, trade payables and provision for doubtful debts with related impact on taxes.

The above has also led to the revision of the earlier approved standalone financial statements to give effect to the relevant adjustments for the outcome of the investigation.

The Company did not had an appropriate internal control system with respect to financial reporting process to recognise misstatements pertaining to earlier years (financial year 2017-18 and 2018-19) emanating from the above mentioned matter in the respective periods, which is a departure from the requirements of applicable Ind AS specified under section 133 of the Act. This material weakness has resulted in an inappropriate adjustment to the opening retained earnings as at 1 April 2019 thereby resulting in misstatement in the amounts reported for corresponding year ended 31 March 2019.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in the internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal

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I N D E P E N D E N T A U D I T O R ’ S R E P O R T

financial controls based on the internal financial controls with reference to revised standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to revised standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to revised standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to revised standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to revised standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to revised standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the revised standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinion on the Company’s internal financial controls with reference to revised standalone financial statements.

Meaning of Internal Financial controls with Reference to Revised Standalone Financial Statements

A company’s internal financial controls with reference to revised standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of revised standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to revised standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of revised standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the revised standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to Revised Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to revised standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to revised standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to revised standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R and Associates Chartered Accountants Firm’s Registration No.- 128901W

Rajesh Arora Partner Place: Gurugram Membership No. 076124 Date: 27 November 2020 UDIN: 20076124AAAADR8288

Trusted Voice of Evolving India 95

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as at March 31, 2020

(H Lacs)

Particulars Note No	As at March 31, 2020 *(Revised)**	As at March 31, 2019
I ASSETS 1) Non-current assets (a) Property, plant and equipment 3 (b) Capital work in progress 3 (c) Right - of - use assets 29 (d) Investment property 4 (e) Intangible assets 5 (f ) Intangible assets under development 5 (g) Investment in subsidiaries 6A (h) Financial assets (i) Investments 6B (ii) Loans 6C (iii) Other financial assets 6D (i) Deferred tax assets (net) 16 (j) Income tax assets (net) 7 (k) Other non-current assets 8 Total Non- current assets 2) Current assets (a) Inventories 9 (b) Financial assets (i) Investments 6B (ii) Trade receivables 10A (iii) Cash and cash equivalents 10B (iv) Bank balances other than (iii) above 10C (v) Loans 6C (vi) Other financial assets 6D (c) Other current assets 11 Total current assets TOTAL ASSETS II EQUITY AND LIABILITIES 1) Equity (a) Equity share capital 12 (b) Other equity 13 Total equity 2) Liabilities Non-current liabilities (a) Financial liabilities (i) Borrowings 14A (ii) Lease liabilities 14E (iii) Other financial liabilities 14C (b) Contract liabilities 18 (c) Provisions 15 (d) Other non-current liabilities 17 Total non- current liabilities Current liabilities (a) Financial liabilities (i) Borrowings 14A (ii) Lease liabilities 14E (iii) Trade payable (a) Total outstanding due of micro enterprises and small enterprises 14B (b) Total outstanding dues of creditors other than of micro enterprises and small enterprises 14B (iv) Other financial liabilities 14C (b) Contract liabilities 18 (c) Provisions 15 (d) Other current liabilities 19 Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES Summaryof significant accounting policies 2		34,083 2,937 - 42,521 36,723 20 51,647 38,714 13,933 2,685 4,926 2,159 1,335

	29,428
	2,941
	11,655
	42,750
	16,972
	51
	25,012

	32,703
	11,694
	3,879
	9,093
	2,690
	857
	189,725	231,683 11,920 81,582 24,459 7,274 4,751 1,599 1,642 5,698

	9,512

	23,801
	22,598
	2,374
	2,087
	-
	1,188
	5,980
	67,540	1,38,925
	257,265	370,608
		4,611 1,57,577

	4,611
	117,505
	122,116	162,188 23,280 - 1,116 714 213 1,208



	12,463
	6,415
	424
	436
	291
	1,089
	21,118	26,531 1,08,710 - 129 22,776 40,075 7,630 507 2,062


	42,155
	3,058

	208
	20,065
	37,330
	8,865
	453
	1,897
	114,031	181,889
	135,149	208,420
	257,265	370,608

Refer Note 54

See accompanying notes to the revised standalone financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Place: Gurugram Date: November 27, 2020

Piyush Gupta Group Chief Financial Officer

Praveen Someshwar Managing Director & Chief Executive Officer (DIN: 01802656)

Place: New Delhi Date: November 27, 2020

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia Chairperson & Editorial Director (DIN: 00020648)

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R E V I S E D B A L A N C E S H E E T & R E V I S E D S TA T E M E N T O F P R O F I T A N D L O S S

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for the year ended March 31, 2020

			(HLacs)
Parti	culars Note No	Year ended March 31, 2020 *(Revised)**	Year ended March 31, 2019
I II III IV V VI VII VIII IX X	Income a) Revenue from operations 20 b) Other income 21 Total Income Expenses a) Cost of materials consumed 22 b) Changes in inventories of finished goods, stock-in -trade and work-in-progress 23 c) Employee benefits expense 24 d) Finance costs 25 e) Depreciation and amortization expense 26 f) Other expenses 27 Total Expenses Profit/(Loss) before exceptional items and tax from operations(I-II) Exceptional items loss 28 Loss before tax (III+IV) Earnings before finance costs, tax, depreciation and amortization expense (EBITDA) and exceptional items [III+II(d)+II(e)] Tax expense Current tax 16 [Adjustment of tax charge/(credit) tax related to earlier years of Nil {previous yearH426 lacs}] Deferred tax charge/(credit) 16 [Adjustment of deferred charge/(credit) tax related to earlier years ofH837 lacs {previous yearH (1,099) lacs}] Total tax expense/(credit) Loss after tax for the year (V-VII) Other Comprehensive Income 30 Items that will not to be reclassified subsequentlytoprofit or loss Change in fair value of investments Income tax effect Remeasurement of defined benefit plans Income tax effect Items that will be reclassified subsequentlytoprofit or loss Cash flow hedging reserve Income tax effect Cost of hedging reserve Income tax effect Other comprehensive income for the year, net of tax Total Comprehensive Income for the year, net of tax (VIII+IX) Earnings/(Loss) per share 31 Basic & Diluted (Nominal value of shareH2 each) Summaryof significant accounting policies 2		1,30,673 14,010
		122,551
		12,661
		135,212	144,683
			37,647 (24) 25,099 9,844 8,269 69,838
		28,638
		(175)
		25,386
		10,345
		11,345
		58,657
		134,196	150,673
		1,016	(5,990)
		(44,274)	(11,211)
		(43,258)	(17,201)
		22,706	12,123 426 (3,733)

		541

		(4,531)

		(3,990)	(3,307)
		(39,268)	(13,894)
			- - (45) 16

		(103)
		-
		215
		(75)
		37	(29) (137) 48 (1,372) 479 (982)

		(4)
		1
		1,412
		(494)
		915
		952	(1,011)
		(38,316)	(14,905)
			(6.03)
		(17.03)

Refer Note 54

See accompanying notes to the revised standalone financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Piyush Gupta Dinesh Mittal Group Chief Financial Group General Counsel Officer & Company Secretary

Praveen Someshwar Shobhana Bhartia Managing Director & Chairperson & Chief Executive Officer Editorial Director (DIN: 01802656) (DIN: 00020648)

Place: Gurugram Date: November 27, 2020

Place: New Delhi Date: November 27, 2020

Trusted Voice of Evolving India 97

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for the year ended March 31, 2020

		(HLacs)
Particulars	March 31, 2020 *(Revised)**	March 31, 2019
Cash flows from operating activities: Loss before tax:		(17,201) 8,269 (28) 7,911 - - 4,695 (654) (7,976) (1,204) (125) (14) (119) (75) 9,564 - (1,510) 4,384 764
	(43,258)
Adjustments for:
Depreciation and amortization expense Profit on disposal of property, plant and equipment & intangibles (including Impairment) (Net) Impairment of investment in subsidiaries (exceptional item) Impairment of intangible assets (exceptional item) Impairment of inter corporate deposits given to subsidiaries (exceptional item) Fair value of investment through profit and loss (including loss on sale of investments) Dividend income Finance income from investment and other interest received Interest income from deposits and others Profit on sale of investment Profit on sale of Investment Properties Income from Government grants Unclaimed balances/liabilities written back (net) Interest cost on debts and borrowings Share based payment expense Unrealized foreign exchange loss/(gain) Impairment of investment properties Impairment for doubtful debts and advances (includes bad debts written off) Cash flows from operating activities before changes in following assets and liabilities Changes in operating assets and liabilities (Increase) in trade receivables (Increase)/Decrease in inventories Decrease in current and non-current financial assets and other current and non-current assets Increase/(Decrease) in current and non-current financial liabilities and other current and non-current liabilities & provision Cash generated from operations Income taxes paid (net of refund) Net cash from operating activities (A) Cash flows from investing activities: Payment for purchase of property, plant and equipment & intangible assets Proceeds from sale of property, plant and equipment & intangible assets Purchase of investment properties Proceeds from sale of investment properties Purchase of investments Proceeds from sale of investments Purchase of investments in subsidiaries/fellow subsidiary Proceeds from capital reduction in subsidiaries (refer note 50) Inter corporate deposits given Dividend received	11,345
	(2)
	25,357
	16,061
	2,856
	1,215
	(654)
	(7,038)
	(1,771)
	(9)
	(44)
	(119)
	(834)
	10,192
	53
	2,291
	1,305
	1,796
	18,742	6,681 (4,293) (4,204) 1,423 7,337

	(1,007)
	2,408
	1,789
	(14,464)
	7,468	6,944 (1,935)
	(1,073)
	6,395	5,009
		(1,392) 134 (5,814) 2,522 (20,997) 39,872 (36,994) - (1,250) 654
	(803)
	122
	(3,497)
	1,666
	(61,717)
	113,442
	(29,175)
	30,000
	(1,606)
	654

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R E V I S E D S TA T E M E N T O F C A S H F L O W

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for the year ended March 31, 2020

		(HLacs)
Particulars	March 31, 2020 *(Revised)**	March 31, 2019
Finance income from investment and other interest received Deposits (made)/ matured(net) Net cash from/(used in) investing activities (B) Cash flows from financing activities: Lease liabilities related (refer note 29) Proceeds from borrowings Repayment of borrowings Interest paid Dividend paid Dividend distribution tax paid Net cash flows (used in)/ from financing activities (C) Net decrease in cash and cash equivalents (D= A+B+C) Cash and cash equivalents at the beginning of the year (E ) Cash and cash equivalents atyear end(D+E)	18,892	5,518 (4,720)
	2,754
	70,732	(22,467)
		- 809,374 (783,008) (9,705) (931) (57)
	(2,916)
	462,948
	(531,584)
	(10,398)
	(931)
	(57)
	(82,938)	15,673
	(5,811)	(1,785)
	6,263	8,048
	452	6,263
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Components of cash & cash equivalents as at end of the year Cash and cheques on hand Balances with banks - on deposit accounts - in current accounts Total cash and cash equivalents Less: Bank overdraft Cash and cash equivalents asper Cash Flow Statement		5,395 888 991
	310

	1,824
	240
	2,374	7,274 1,011
	1,922
	452	6,263

Refer Note 54

Refer Note 14A for debt reconciliation disclosure

See accompanying notes to the revised statement financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Piyush Gupta

Group Chief Financial Officer

Praveen Someshwar Managing Director & Chief Executive Officer (DIN: 01802656)

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia Chairperson & Editorial Director (DIN: 00020648)

Place: Gurugram Date: November 27, 2020

Place: New Delhi

Date: November 27, 2020

Trusted Voice of Evolving India 99

												(HLacs)		Total Cost of Hedging Reserve (refer note 38)		- 173,461	- (13,894)	- -		(893) (1,011)	- (931)	- (57)	- 9			(893) 157,577	- (956)		- (39,268)
for the year ended March 31, 2020		A. Equity share capital (refer note 12)	Equity Shares ofH2 each issued, subscribed and fully paid up	Particulars Number of shares Amount (Jlacs)		Balance as at April 1, 2018 230,570,024 4,611	Changes in share capital during the year - -	Balance as at March 31, 2019 230,570,024 4,611	Changes in share capital during the year - -	Balance as at March 31, 2020 230,570,024 4,611	B. Other equity attributable to equity holders (refer note 13)		Reserves & Surplus OCI	Particulars Capital reserve Capital redemption reserve Securities premium General Reserve Share based payments reserve Retained earnings FVTOCI Cash flow Hedging Reserve (refer note 38)*		Balance as at April 1, 2018 5,391 2,045 31,090 7,145 - 133,283 (5,493) -	Loss for the year - - - - - (13,894) - -	Amount reclassified to retained - - - - - (5,493) 5,493 -	earnings (note 6A & 13)	Other comprehensive income - - - - - (29) - (89)	Dividend paid - - - - - (931) - -	Dividend distribution tax - - - - - (57) - -	Adjustment of accumulated surplus - - - - - 9 - -	of HT Media Employee Welfare Trust	(refer note 44)	Balance as at March 31, 2019 5,391 2,045 31,090 7,145 - 112,888 - (89)	Adjustments relating to previous years - - - - - (956) - -	(refer note 54)	Loss for the year - - - - - (39,268) - -

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Total	Total	952 (931) (57) 53 135 117,505
	Cost of Hedging Reserve (refer note 38)	918 - - - - 25
OCI	Cash flow Hedging Reserve (refer note 38)*	(3) - - - - (92)
	FVTOCI	(103) - - - - (103)
	Retained earnings	140 (931) (57) - 9 71,825
	Share based payments reserve	- - - 53 - 53
& Surplus	General Reserve	- - - - - 7,145
Reserves	Securities premium	- - - - 126 31,216
	Capital redemption reserve	- - - - - 2,045
	Capital reserve	- - - - - 5,391
Particulars		Other comprehensive income Dividend paid Dividend distribution tax Shared based expenses Adjustment of accumulated surplus of HT Media Employee Welfare Trust (refer note 44) Balance as at March 31, 2020

Trusted Voice of Evolving India 101

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for the year ended March 31, 2020

1. Corporate information

HT Media Limited (“HTML” or “the Company”) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the National stock exchange (NSE) and Bombay stock exchange (BSE).

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’, ‘Fever’ and ‘Radio Nasha’. The digital business of the Company comprises of various online platforms such as ‘shine.com’, etc. The registered office of the Company is located at 18-20, K.G. Marg, New Delhi-110001.

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. Digital business contributes to the Company’s revenue, by way of display of advertisements on these websites and related services.

The standalone financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

Derivative financial instruments.
Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).
Defined benefit plans - plan assets measured at fair value.

The standalone financial statements are presented in Indian Rupees (H), which is also the Company’s functional currency. All amounts disclosed in the financial statements and notes have been rounded off to the nearest lacs as per the requirement of Schedule III, unless otherwise stated.

2.2 Summary of significant accounting policies

a) Foreign currencies

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses an average rate if the average approximates the actual rate at the date of the transaction.

The Company has revised its financial statements for the year ended March 31, 2020 which were approved by the Board of Directors on June 26, 2020 (Refer Note 54). The revised financial statements of the Company for the year ended March 31, 2020 are authorised for issue in accordance with a resolution of the Board of Directors on November 27, 2020.

2. Significant accounting policies followed by company

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on the settlement of monetary items or on restatement of the Company’s monetary items at rates different from those at which they were initially recorded during the period, or reported in previous financial statements, are recognized as income or as expenses in the period in which they arise. They are deferred in equity if they relate to qualifying cash flow hedges.

2.1 Basis of preparation

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind-AS’) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act 2013 (the “accounting principles generally accepted in India”).

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

Exchange differences pertaining to long term foreign currency loans obtained or re-financed on or before March 31, 2015:

The accounting policies are applied consistently to all the periods presented in the financial statements.

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N O T E S T O R E V I S E D S TA N D A L O N E F I N A N C I A L S TA T E M E N T S

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for the year ended March 31, 2020

Exchange differences on long-term foreign currency monetary items relating to acquisition of depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the assets in accordance with option available under Ind-AS 101 (first time adoption).

Exchange differences pertaining to long term foreign currency loans obtained or re-financed on or after April 1, 2015:

data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

The exchange differences pertaining to long term foreign currency loans obtained or re-financed on or after April 1, 2015 is charged off or credited to the statement of profit & loss account under Ind-AS.

b) Fair value measurement

The Company measures financial instruments, such as, derivatives and certain investments at fair value at each reporting/ balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly’
Level 3 — Valuation techniques for which inputs are unobservable inputs for the asset or liability

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This Note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes :

Disclosures for valuation methods, significant estimates and assumptions (Note 39)
Quantitative disclosures of fair value measurement hierarchy (Note 39)
Investments at Fair Value through profit and loss (Note 6B)
Investment properties (Note 4)
Financial instruments (including those carried at amortised cost) (Note 6D)

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c) Revenue recognition

Sale of Newspaper & Publications, Waste Paper and Scrap

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts, volume rebates, if any, as specified in the contract with the customer. Revenue excludes taxes collected from customers. The Company has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

Goods and Service Tax (GST) is not received by the Company on its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue.

Contract asset represents the Company’s right to consideration in exchange for services that the Company has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as Unbilled receivable.

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

The specific recognition criteria described below must also be met before revenue is recognised:

Revenue is recognized as and when advertisement is published/ displayed and when it is “probable” that the Company will collect the consideration it is entitled to in exchange for the services it transfers to the customer.

Revenue from advertisement is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates.

Revenue from the sale of goods is recognised when the control is transferred to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured based on the transaction price, which is the consideration, adjusted for returns, allowances, trade discounts and volume rebates.

For contracts with a significant financing component, an entity adjusts the promised consideration to reflect the time value of money.

Management also extends a right to return to its customers which it believes is a form of variable consideration. Revenue recognition is limited to amounts for which it is “highly probable” a significant reversal will not occur (i.e. it is highly probable the goods will not be returned). A refund liability is established for the expected amount of refunds and credits to be issued to customers.

Printing Job Work

Revenue from printing job work is recognised by reference to stage of completion of job work as per terms of agreement. Revenue from job work is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Airtime Revenue

Revenue from radio broadcasting categorised in Free Commercial Time (FCT) and Pure Money is recognized on the airing of client’s commercials. Revenue from radio broadcasting is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue from online advertising

Revenue from digital platforms by display of internet advertisements are typically contracted for a period ranging between zero to twelve months. Revenue from online advertising is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates.

Revenue in this respect is recognized as and when advertisement is displayed. Unearned revenues are reported on the balance sheet as deferred revenue/ contract liability.

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Revenue from subscription of packages of placement of job postings on ‘shine.com’ is recognized at the time the job postings are displayed based upon customer usage patterns, or upon expiry of the subscription package whichever is earlier and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

fair value amounts and released to statement of profit and loss over the expected useful life of the asset.

e) Taxes

Current income tax

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Revenue from Job Fair and Resume Services

Revenue from Job Fair and Resume services is recognised upon completion terms of the contract with customers and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Interest income

For all debt instruments measured either at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the statement of profit and loss.

Dividends

Revenue is recognised when the Company’s right to receive the payment is established, which is generally when shareholders approve the dividend.

d) Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

When the Company receives grants for purchase of property, plant and equipment, the asset and the grant are recorded at

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Appendix C to Ind AS 12, Income Taxes dealing with accounting for uncertainty over income tax treatments is applicable from accounting periods beginning on or after April 1, 2019. It does not have any material impact on financial statements of the Company.

Deferred tax

Deferred tax is provided considering temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible

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temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

MAT Credits are in the form of unused tax credits that are carried forward by the company for a specified period of time. Accordingly, MAT Credit Entitlement are grouped with Deferred Tax Asset in the Balance Sheet. The company reviews at each balance sheet date the reasonable certainty to recover deferred tax asset including MAT Credit Entitlement.

GST/ value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:

When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

f) Property, plant and equipment

The Company has applied for one time transition option of considering the carrying cost of Property, Plant & Equipment, Investment properties and Intangible assets on the transition date i.e. April 1, 2015 as the deemed cost under Ind-AS.

Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs if capitalization criteria are met and any directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Recognition:

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

(a) it is probable that future economic benefits associated with the item will flow to the entity; and
(b) the cost of the item can be measured reliably.

All other expenses on existing assets, including day- to- day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

When significant parts of plant and equipment are required to be replaced at intervals, the Company

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depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Value for individual assets acquired from ‘The Hindustan Times Limited’ (the holding company) in an earlier year is allocated based on the valuation carried out by independent expert at the time of acquisition. Other assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

The Company identifies and determines cost of asset significant to the total cost of the asset having useful life that is materially different from that of the remaining life.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Type of asset	Useful lives estimated by management (Years)
Factory buildings	5 to 30
Buildings (other than factory	3 to 60
buildings)
Plant & machinery	2 to 21
IT equipments	1 to 6
Office equipments	1 to 5
Furniture and fittings	2 to 10
Vehicles	8

The Company, based on technical assessment made by the management depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule ll to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21.1 years. These useful lives are higher than those indicated in Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, Plant and Equipment which are added/disposed off during the year, depreciation is provided on pro-rata basis with reference to the month of addition/deletion.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Subsequent expenditure can be capitalised only if it is probable that future economic benefits associated with the expenditure will flow to the company.

Expenditure directly attributable to construction activity is capitalized. Other indirect costs incurred during the construction periods which are not directly attributable to construction activity are charged to Statement of Profit and Loss. Reinvested income earned during the construction period is adjusted against the total of indirect expenditure.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

g) Investment properties

Investment properties are properties (land and buildings) that are held for long-term rental yields and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

The Company depreciates building component of investment property over 30 years from the date property is ready for possession.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer.

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On transition to Ind-AS, the Company has elected to continue with the carrying value of all of its Investment properties recognised as at April 1, 2015 measured as per the Indian GAAP and use that carrying value as the deemed cost of the Investment Properties.

benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of de-recognition.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

h) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Value for individual software license acquired from the holding company in an earlier year is allocated based on the valuation carried out by an independent expert at the time of acquisition.

On transition to Ind-AS, the Company has elected to continue with the carrying value of all of its Intangible assets recognised as at April 1, 2015 measured as per the Indian GAAP and use that carrying value as the deemed cost of the Intangible assets.

The useful lives of intangible assets are assessed as either finite or indefinite.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.

Intangible assets with finite lives are amortized on straight line basis using the estimated useful life as follows:

Intangible assets	Useful lives (years)
Website development Software licenses License fees(One time entryfee)	3 – 6 1 – 6 15

i) Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized, if any. All other borrowing costs are expensed in the period in which they occur.

j) Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

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Company as a lessee

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the rightof-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised insubstance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and

statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

As a practical expedient a lessee (the company) has elected, by class of underlying asset, not to separate lease components from any associated non-lease components. A lessee (the company) accounts for the lease component and the associated non-lease components as a single lease component.

Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight- line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease.

Transition to Ind AS 116

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard, Ind AS 17 leases and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.

The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, recognised on the date of initial application (April 1, 2019). Accordingly, the

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Company has not restated comparative information. As on April 1, 2019, the Company has recognized a right of use asset at an amount equivalent to the lease liability and consequently there is no adjustment to the opening balance of retained earnings as on April 1, 2019. On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.

Identification of lease:

The Company has reassessed whether a contract is, or contains, a lease at the date of initial application.

Leases previously classified as operating leases

The Company has recognised a lease liability at the date of initial application for leases previously classified as an operating lease applying Ind AS 17 (other than those which does not satisfy the lease definition criteria under Ind AS 116). The Company has measured lease liability at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate at the date of initial application.
The Company has recognised a right-of-use asset at the date of initial application for leases previously classified as an operating lease applying Ind AS 17 (other than those which does not satisfy the lease definition criteria under Ind AS 116). The Company has opted to measure right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application.
The Company has relied on its assessment of whether leases are onerous applying Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.
The Company has opted not to apply the above transition requirements to leases for which the lease term ends within 12 months of the date of initial application.

Leases previously classified as finance leases:

For leases that were classified as finance leases applying Ind AS 17, the carrying amount of the right-

of-use asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before that date measured applying Ind AS 17.

Impact on transition as on April 1, 2019:

	JIn lacs
Right-of-use assets – property, plant and equipment Lease liabilities Retained earnings Operating lease commitments at March 31, 2019 as disclosed under Ind AS 17 in the Company’s financial statements Discounted using the incremental borrowing rate at April 1, 2019(A) Lease liabilities recognised at April 1, 2019 (B) Difference(A)- (B)	8,447 8,447 - 11,045 8,447 8,447 -

The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognized in the balance sheet at the date of initial application.

Refer note 2(k) – Significant accounting policies – Leases in the Annual report of the Company for the year ended March 31, 2019, for the policy as per Ind AS 17.

k) Inventories

Inventories are valued as follows :

Raw Lower of cost and net realizable value. materials, However, material and other items held stores and for use in the production of inventories are spares not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a weighted average basis. Work- inLower of cost and net realizable value. Cost progress includes direct materials and a proportion of and manufacturing overheads based on normal finished operating capacity. Cost is determined on a goods weighted average basis. Scrap and At net realizable value waste papers

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Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss.

l) Impairment of non-financial assets

For assets with definite useful life, the company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded Company’s or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

m) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

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n) Employee benefits

Short term employee benefits and defined contribution plans:

All employee benefits payable/available within twelve months of rendering the service are classified as shortterm employee benefits. Benefits such as salaries, wages and bonus etc. are recognised in the statement of profit and loss in the period in which the employee renders the related service.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of profit and loss:

Service costs comprising current service costs, pastservice costs, gains and losses on curtailments and non-routine settlements; and
Net interest expense or income

Employee benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Gratuity

Gratuity is a defined benefit scheme. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Company recognises related restructuring cost

Termination benefits

Termination benefits are payable when employment is terminated by the company before the normal retirement date. The Company recognises termination benefits at the earlier of the following dates: (a) when the company can no longer withdraw the offer of those benefits; and (b) when the Company recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of terminations benefits. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

Re-measurements, comprising of actuarial gains and losses, are immediately taken to the statement of profit and loss and are not deferred. The Company presents the leave as a current liability in the balance sheet to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non- current liability.

o) Share-based payments

Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

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Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The Company has availed option under Ind-AS 101, to apply intrinsic value method to the options already vested before the date of transition and applied Ind-AS 102 Share-based payment to equity instruments that remain unvested as of transition date.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of

the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

p) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets (other than trade receivable which is recognised at transaction price as per Ind AS 115) are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

Debt instruments at amortised cost
Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

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b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables. For more information on receivables, refer to Note 10A.

Debt instruments at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a debt instrument which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss as “Finance income from debt instruments at FVTPL” under the head “Other Income”.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are IndAS classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on Initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

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Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance
b) Lease receivables under Ind-AS 116
c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind-AS 115 (referred to as ‘contractual revenue receivables’ in these financial statements).

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:

Trade receivables or contract revenue receivables; and
All lease receivables resulting from transactions within the scope of Ind-AS 116

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of

the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head ‘other expenses’ in the P&L. The balance sheet presentation for various financial instruments is described below:

Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

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The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to Statement of Profit and Loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss..

This category generally applies to borrowings. For more information refer Note 14A.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Embedded derivatives

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract - with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

If the hybrid contract contains a host that is a financial asset within the scope of Ind-AS 109, the Company does not separate embedded derivatives. Rather, it applies the classification requirements contained in Ind-AS 109 to the entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss, unless designated as effective hedging instruments.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

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q) Derivative financial Instruments and hedge accounting

Derivative accounting

Initial recognition and subsequent measurement

The Company uses derivative financial instruments, such as forward currency contracts. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.

Hedge Accounting

Initial recognition and subsequent measurement

The Company designates (Cash Flow Hedge):

Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to FCNR Loan availed in Euro.
Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to FCNR Loan.

The Company documents at the inception of the hedging transaction the economic relationship between hedging instruments and hedged items including whether the hedging instrument is expected to offset changes in cash flows of hedged items. The Company documents its risk management objective and strategy for undertaking various hedge transactions at the inception of each hedge relationship.

Cash flow hedges that qualify for hedge accounting

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change in fair value of the hedged item on a present value basis from the inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within other income or expense.

When option contracts are used to hedge foreign currency risk, the Company designates only the intrinsic value of the option contract as the hedging instrument.

Gains or losses relating to the effective portion of the change in intrinsic value of the option contracts are recognised in the cash flow hedging reserve within equity. The changes in the time value of the option contracts that relate to the hedged item (‘aligned time value’) are recognised within other comprehensive income in the costs of hedging reserve within equity.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The time value of an option used to hedge represents part of the cost of the transaction.

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss within other income or expense.

r) Cash dividend and non- cash distribution to equity holders of the parent

The Company recognises a liability to make cash or noncash distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount of the assets distributed is recognised in the statement of profit and loss.

s) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

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For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

t) Measurement of EBITDA

The Company has elected to present earnings before finance costs, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Company measures EBITDA on the face of profit/ (loss) from continuing operations. In the measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.

v) Earnings per Share

Basic earnings per share

Basic earnings per share are calculated by dividing:
the profit attributable to owners of the Company
by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

u) Investments in subsidiaries

An investor, regardless of the nature of its involvement with an entity (the investee), shall determine whether it is a parent by assessing whether it controls the investee.

An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Thus, an investor controls an investee if and only if the investor has all the following:

(a) power over the investee;
(b) exposure, or rights, to variable returns from its involvement with the investee and
(c) the ability to use its power over the investee to affect the amount of the investor’s returns.

The Company has elected to recognize its investments in subsidiary companies at cost in accordance with the option available in Ind-AS 27, ‘Separate Financial Statements’. Except where investments accounted for at cost shall be accounted for in accordance with Ind-AS 105, Noncurrent Assets Held for Sale and Discontinued Operations, when they are classified as held for sale.

Investment carried at cost will be tested for impairment as per Ind-AS 36.

the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.3. Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates are as below: Defined benefit plans

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increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 33.

Property, Plant and Equipment

The Company, based on technical assessment management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21 years. These useful lives are higher than those indicated in schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

The areas involving critical Judgement are as below:

Contingent Liability and commitments

The Company is involved in various litigations. The management of the Company has used its judgement while determining the litigations outcome of which are considered probable and in respect of which provision needs to be created.

Taxes

agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that sufficient taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 39 for further disclosures.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Impairment of non- financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable

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amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent markets transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Share Based Payment

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34.

Volume discounts and pricing incentives

The company accounts for volume discounts and pricing incentives to customers as a reduction of revenue based on the

rateable allocation of the discounts/ incentives amount to each of the underlying revenue transaction that results in progress by the customer towards earning the discount/ incentive. Also, when the level of discount varies with increases in levels of revenue transactions, the company recognizes the liability based on its estimate of the customer’s future purchases. If it is probable that the criteria for the discount will not be met, or if the amount thereof cannot be estimated reliably, then discount is not recognized until the payment is probable and the amount can be estimated reliably. The company recognizes changes in the estimated amount of obligations for discounts in the period in which the change occurs.

Determining the lease term of contracts with renewal and termination options – as lessee

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

The periods covered by termination options are included as part of the lease term only when they are reasonably certain not to be exercised.

For further details about leases, refer to accounting policy on leases and Note 29.

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Total	55,147 1,210 1,506 (26) 54,825 829 1,426 2,733 (42) 51,453 18,008 4,133 1,340 (59) 20,742 3,976 119 2,215 (359) 22,025 29,428	34,083
Vehicles	461 - - - 461 - - - - 461 161 64 - - 225 61 - - - 286 175	236
Furniture and Fixtures	1,243 23 25 - 1,241 52 - 22 - 1,271 450 104 24 - 530 106 - 20 - 616 655	711
Office Equipment	1,345 89 55 - 1,379 55 - 57 - 1,377 705 204 52 - 857 194 - 53 - 998 379	522
Plant and Machinery (refer Note ii & iv)	40,490 742 1,282 (21) 39,929 616 - 2,569 (33) 37,943 14,343 3,047 1,120 (59) 16,211 2,968 - 2,060 (359) 16,760 21,183	23,718
Improvement to Leasehold Premises (refer note ii)	3,855 49 144 (5) 3,755 106 - 85 (9) 3,767 1,435 408 144 - 1,699 370 - 83 - 1,986 1,781	2,056
Buildings	6,327 307 - - 6,634 - - - - 6,634 825 276 - - 1,101 278 - - - 1,379 5,255	5,533
Leasehold Land (refer note 29)	1,426 - - - 1,426 - 1,426 - - - 89 30 - - 119 - 119 - - - -	1,307
Particulars	Cost As at April 1, 2018 Additions Less : Disposals/ adjustments Exchange differences [capitalized/ (de- capitalized)] As at March 31, 2019 Additions Less : Reclassification to right - of - use assets Less : Disposals/ adjustments Exchange differences [capitalized/ (de- capitalized)] As at March 31, 2020 Accumulated depreciation/ Impairment As at April 1, 2018 Depreciation charge for the year Less: Disposals Impairment charge / (reversal) (refer note iv below) As at March 31, 2019 Depreciation charge for the year Less : Reclassification to right - of - use assets Less: Disposals Impairment charge / (reversal) (refer note iv below) As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019

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Note 3 : Property, Plant and Equipment and Capital Work-in-Progress (Contd..)

i. Asset under construction

Capital work in progress as at March 31, 2020 and as at March 31, 2019 comprises expenditure incurred mainly for the building in the course of construction.

in the course of construction.
		(HLacs)
Net Book Value	March 31, 2020	March 31, 2019
Property, plant and equipment Capital work-in-progress Total	29,428	34,083 2,937
	2,941
	32,369	37,020

The Company accounts for capitalization of property, plant and equipment to the extent applicable through capital work in progress and therefore the movement in capital work-in-progress is the difference between closing and opening balance of capital work-in-progress as adjusted in additions to property, plant and equipment.

ii. Certain assets under joint ownership with others are:

			(HLacs)	(HLacs)
Particulars	March 31, 2020		March 31, 2019
	Leasehold Improvement	Plant & machinery	Leasehold Improvement	Plant & machinery
Cost Less : Accumulated depreciation Net block	431	313 91 222	431 219	313 60
	245
	186		212	253

These assets are towards Company’s proportionate share for right to use in the Common Infrastructure for channel transmission built on land owned by Prasar Bharti and used by all the broadcasters at respective stations as per the terms of bid document on FM Radio Broadcasting .

iii. Refer note 14A for charge created on property, plant & equipment as security against borrowings.

iv. Additional information for which impairment loss/reversal of impairment has been recognized are as under:

1) Nature of asset :Plant and Machinery
2) Amount of Impairment : 64 lacs (previous year: Nil)
3) Amount of Impairment Reversal: H 423 lacs(previous year: H 59 lacs)
4) Reason of Reversal Impairment : Sale of asset

v. Details of assets given under operating lease are as under :

Plant & Machinery

Details of assets given under operating lease are as under : Plant & Machinery
		(HLacs)
Net Book Value	March 31, 2020	March 31, 2019
Gross block (a) Depreciation charge for the year Accumulated depreciation (b) Net block(a) -(b)	1,896	1,748 62 1,381
	79
	1,500
	396	367

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Note 4 : Investment Property

	(HLacs)
Particulars	Amount
Cost As at April 1, 2018 Additions Less : Disposals As at March 31, 2019 Additions Less : Disposals As at March 31, 2020 Accumulated depreciation and impairment As at April 1, 2018 Depreciation (refer note 26) Impairment (refer note I below) Less : Disposals As at March 31, 2019 Depreciation (refer note 26) Impairment (refer note I below) Less : Disposals As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019
	45,043
	5,813 2,671
	48,185
	3,497 1,745
	49,937

	1,104
	339 4,384 163
	5,664
	341 1,305 123
	7,187

	42,750
	42,521

Information regarding income and expenditure of investment property (excluding profit/ (loss) on sale of investment and impairment of properties)

impairment of properties)
		(HLacs)
Particulars	31-Mar-20	31-Mar-19
Rental income derived from investment properties Direct operating expenses (including repairs and maintenance) generating rental income Direct operating expenses (including repairs and maintenance) that did not generate rental income Profit arising from investment properties before depreciation and indirect expenses	87	88 7 37
	8
	35
	44	44

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Note 4 : Investment Property (Contd..)

Note I : Additional information for which impairment loss has been recognized are as under:

1) Nature of asset: Investment property
2) Amount of impairment: 1,305 lacs (previous year: 4,384 lacs)
3) Reason for impairment: Fair value being recoverable amount was determined for disclosure requirement. The same was compared with the carrying amount to assess impairment.

The management has determined that the investment properties consist of two classes of assets residential and commercial based on the nature, characteristics and risks of each property.

As at March 31, 2020 and March 31, 2019, the fair values of the properties are H 47,380 lacs and H 47,076 lacs respectively. These valuations are based on valuations performed by accredited independent valuers who is specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

The company has no restrictions on the realisability of its investment properties. The fair values of the fully constructed investment properties held by the Company in Lavasa Corporation Limited are not reliably measurable on a continuing basis. The market for comparable properties is inactive and alternative reliable measurements of fair value are not available.

During the previous year also the company had no restrictions on the realisability of its investment properties except for the Investment properties amounting to H 4,016 lacs purchased from Lavasa Corporation Ltd. The fair values of investment properties held by the Company in various properties of Lavasa Corporation Limited had not been considered since the National Company Law Tribunal had appointed Insolvency Resolution Professionals for this company and the proceedings will be governed according to the Insolvency and Bankruptcy Code of India, 2016. The company had made an impairment provision of H 3,480 lacs during the previous year on conservative basis on the under construction properties of Lavasa Corporation Limited.

There are contractual obligations of H 2,160 lacs as on March 31, 2020 (previous year: H 3,103 lacs) to purchase investment properties whereas there are no contractual obligations to construct or develop investment properties or for repairs and enhancements.

Estimation of Fair Value

The valuation has been determined basis the market approach by reference to sales in the market of comparable properties. However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation. All resulting fair value estimates for investment properties are included in Level II.

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Note 5 : Intangible Assets and Intangible Assets under development

				(HLacs)
Particulars	Website Development	Software Licenses	License Fees	Total
Cost As at April 1, 2018 Additions Less : Disposals/ adjustments Exchange differences [capitalized/ (de- capitalized)] As at March 31, 2019 Additions Less : Disposals/ adjustments Exchange differences [capitalized/ (de- capitalized)] As at March 31, 2020 Accumulated amortization/ Impairment As at April 1, 2018 Charge for the year Less: Disposals As at March 31, 2019 Charge for the year Less: Disposals Impairment charge (refer note 28) As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019
	283	5,012	42,500	47,795
	- - -	364 230 (10)	- - -	364 230 (10)
	283	5,136	42,500	47,919
	- - -	34 - (17)	- - -	34 - (17)
	283	5,153	42,500	47,936

	191	2,199	5,239	7,629
	3 -	880 230	2,914 -	3,797 230
	194	2,849	8,153	11,196
	3 - -	790 - -	2,914 - (16,061)	3,707 - (16,061)
	197	3,639	27,128	30,964

	86	1,514	15,372	16,972
	89	2,287	34,347	36,723
				(HLacs)
Net Book Value			March 31, 2020	March 31, 2019
Intangible assets Intangible assets under development Total			16,972	36,723 20
			51
			17,023	36,743

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Note 6A : Investment in Subsidiaries

Note 6A : Investment in Subsidiaries
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Investment in Subsidiaries (at cost) Quoted Hindustan Media Ventures Limited (HMVL) 548.08 lacs (previous year : 545.33 lacs) equity shares ofH10 each fully paid up Next Mediaworks Limited 341.15 lacs (previous year: Nil ) equity shares ofH10 each fully paid up (refer note 47) Unquoted HT Digital Media Holdings Limited 260.67 lacs(previous year: 260.67 lacs) equity shares ofH10 each fully paid up HT Music and Entertainment Company Limited (refer note 50) 3,400 lacs (previous year: 33,400 lacs) equity shares ofH1 each fully paid up HT Education Limited 292.20 lacs(previous year : 292.20 lacs) equity shares ofH10 each fully paid up HT Learning Centers Limited 592.00 lacs (previous year : 552.00 lacs) equity shares ofH10 each fully paid up HT Global Education Private limited (Formerly known as HT Global Education) 1.50 lacs (previous year: 1.50 lacs) equity shares ofH10 each fully paid up Topmovies Entertainment Limited 115.00 lacs (previous year: 115.00 lacs ) equity shares ofH10 each fully paid up HT Mobile Solutions Limited 29.91 lacs(previous year: 29.91 lacs ) equity shares ofH10 each fully paid up HT Overseas Pte. Limited 154.53 lacs (previous year: 141.43) equity shares of SGD 1 each fully paid up India Education Services Private Limited 20.00 lacs (previous year: 20.00 lacs) equity shares ofH10 each fully paid up Next Radio Limited 368.08 lacs (previous year: Nil) equity shares ofH10 each fully paid up (refer note 47) Shine HR Tech Limited 0.50 lacs (previous year: Nil ) equity shares ofH10 each fully paid up Total (A) Provision for impairment in value of investment (B) Total Investment in Subsidiary (A) - (B) Current Non - Current Aggregate book value of quoted investments Aggregate market value of quoted investments Aggregate book value of unquoted investments Aggregate amount of impairment in value of investments		5,490 - 3,723 33,400 2,922 5,520 15 1,150 533 7,223 845 - -

	6,135

	9,211


	3,723

	3,400

	2,922

	5,920

	15

	1,150

	533

	7,897

	200

	18,432

	5

	59,543	60,821
	34,531	9,174
	25,012	51,647
	-	-
	25,012	51,647
	15,346	5,490 61,186 55,331 9,174
	21,963
	44,197
	34,531

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Note 6A : Investment in Subsidiaries (Contd..)

Impairment of investments

Impairment of investments Note 6A : Investment in Subsidiaries (Contd..)
		(HLacs)	(HLacs)
Particulars	March 31, 2020	March 31, 2019	Recognised during FY 19-20
HT Music and Entertainment Company Limited HT Digital Media Holdings Limited Topmovies Entertainment Limited HT Mobile Solutions Limited HT Learning Centers Limited India Education Services Private Limited HT Education Limited HT Global Education Private Limited Next Mediaworks Limited Next Radio Limited TOTAL	-	1,000 476 605 48 4,494 200 2,351 - - -	(1,000)
	-		(476)
	605		-
	242		194
	5,920		1,426
	200		-
	2,922		571
	15		15
	8,251		8,251
	16,376		16,376
	34,531	9,174	25,357

Provision for impairment in value of investment [refer note 28]

	(HLacs)
Particulars	Amount (JLacs)
Opening as on April 1, 2018 Add: Provision created during the year Less: Provision written off / reversed during the year Closing as on March 31, 2019 Opening as on April 1, 2019 Add: Provision created during the year (refer note I below) Less: Provision written off / reversed during the year (refer note II below) Closing as on March 31, 2020	1,264
	8,045 (135)
	9,174
	9,174
	26,833 (1,476)
	34,531

Note I:

(i) Next Mediaworks Limited (NMW) and its subsidiaries have become subsidiaries of the Company effective April 15, 2019. Subsequent to acquisition of these subsidiaries, an impairment of stake in these subsidiaries amounting to H 14,694 lacs was recorded in quarter ended June 30, 2019. The recoverable amount is based on the Fair value which was determined basis quoted market price in active market (Level I). The same was compared with the carrying amount to assess impairment. Further, during the quarter ended March 31, 2020, the Company after considering the current economic environment has performed an impairment assessment of investment in NMW and its subsidiaries. As the recoverable amount [fair value determined basis quoted market price in active market (Level I)] is lower than the carrying amount of investment in NMW and its subsidiaries, the Company has recognized an impairment loss of H 9,933 lacs.
(ii) Pursuant to announcement of restructuring of business of HT Learning Centers Limited (HTLC) to Stock Exchange dated January 07, 2020, provision of H 1,426 lacs has been made towards impairment of investment in HTLC and of H 571 lacs towards impairment of investments in HT Education Limited has been made during the year. The recoverable amount is based on the value in use which was determined to be NIL for both these investments.

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Note 6A : Investment in Subsidiaries (Contd..)

(iii) Impairment of investments in HT Global Education Private Limited amounting to H 15 lacs has been made during the year since operations have been closed and the company is under strike off. The recoverable amount is based on the value in use which was determined to be NIL.
(iv) Impairment of investments in HT Mobile Solutions Limited amounting to H 194 lacs has been made during the year on account of recoverable amount lower than the carrying amount. The recoverable amount is based on the value in use which was determined to be H 290 lacs using discount rate of 18%.

Note II:

(i) Reversal of impairment of Investment in HT Digital Media Holdings Limited amounting to H 476 lacs
(ii) Reversal of impairment of Investment in HT Music and Entertainment Company Limited amounting to H 1,000 lacs

Note 6B :Investments

Note 6B :Investments
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
(A) Investment at fair value through other comprehensive income (I) Investment in fellow subsidiary Quoted Digicontent Limited (refer note 44) 4.41 lacs(previous year: Nil) equity shares ofH2 each fully paid up Total investment at fair value through other comprehensive income (A) (B) Investment at fair value through profit and loss (I) Investment in venture capital funds Unquoted (II) Investment in equity instruments and warrants Quoted Unquoted (III) Investment in preference shares Unquoted (IV) Investment in debt instruments Unquoted (V) Investment in mutual funds and fixed maturity plans Quoted Total Investment at Fair Value through profit and loss (B) (C) Investment at amortised cost Investment in bonds Quoted Unquoted Total investment at amortised cost (C) Total investments (A+B+C) Current Non - current* Aggregate book value of quoted investments Aggregate market value of quoted investments Aggregate bookvalue ofunquotedinvestments		-


	19

	19	- 5,855 1,149 2,634 1,149 1,076 1,05,727


	8,815

	217
	2,563

	-

	597

	44,293
	56,485	1,17,590 206 2,500


	-
	-
	-	2,706
	56,504	1,20,296
	23,801	81,582 38,714 1,07,082 1,07,099 13,214
	32,703
	44,529
	44,529
	11,975

*H 41,279 lacs (Fair value) of mutual fund (Original cost: H 36,000 lacs) are pledged against borrowings in F.Y. 2019-20.

(F.Y 2018-19 - Fair value : H 42,215 lacs & Original Cost : H 36,400 lacs )

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Note 6C :Loans

Note 6C :Loans
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
At amortised cost Security deposit Inter- corporate loan given (refer note 36A and note 46) - Related parties Loan to employee welfare trust Total Loans Current Non - current		6,084 9,250 198
	3,597

	8,000
	97
	11,694	15,532
	-	1,599
	11,694	13,933

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Secured, considered good Unsecured, considered good Unsecured, considered doubtful Allowances for bad and doubtful loans (refer note 28) Total Loans	-	- 15,532 -
	11,694
	2,710
	14,404	15,532
	(2,710)	-
	11,694	15,532

Note 6D :Other financial assets

Note 6D :Other financial assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
I. Derivatives at fair value through other comprehensive income - Derivative contract designated as hedge Total*		-
	382
	382	-

*Derivative instruments at fair value through other comprehensive income reflect the positive change in fair value of those foreign exchange option contracts that are designated in hedge relationships. (refer note 38)

II. Other financial assets at amortised cost

(H Lacs)

Particulars	March 31, 2020	March 31, 2019
(a) Balance with banks : - Fixed deposits# (b) Interest accrued on inter-company deposits and others (c) Lease receivable * (d) Other receivables [includes receivable from related partiesH449 lacs (previous yearH979 lacs)] (refer note 36A)		112 1,204 1,812 1,001
	21
	1,982
	1,516
	662

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Note 6D :Other financial assets (Contd..)

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
(e) Share application money with subsidiaries (refer note 36A) (f) Unbilled receivable Total Total other financial assets(I+II+III) Current Non - current	453	- 198
	51
	4,685	4,327
	5,067	4,327
	1,188	1,642
	3,879	2,685

Represents deposit receipts pledged with banks and held as margin money of H 21 lacs (previous year : H 112 lacs)

*Represents minimum lease rentals receivables in respect of asset given on finance lease to the Holding Company (refer note 29 & 36A)

Break up of financial assets carried at amortised cost

Break up of financial assets carried at amortised cost
		(HLacs)
Particulars Note	March 31, 2020	March 31, 2019
Investments 6B Trade receivables 10A Cash and cash equivalents 10B Other bank balances 10C Loans 6C Other financial assets 6D Total	-	2,706 24,459 7,274 4,751 15,532 4,327
	22, 598
	2,374
	2,087
	11,694
	4,685
	43,438	59,049

Break up of financial assets at fair value through profit and loss

Break up of financial assets at fair value through profit and loss
		(HLacs)
Particulars Note	March 31, 2020	March 31, 2019
Investments 6B Other financial assets 6D Total	56,485	1,17,590 -
	382
	56,867	1,17,590

Note 7 : Income tax assets

Note 7 : Income tax assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Income tax assets (net) [related to current tax] Total Current Non - current	2,690	2,159
	2,690	2,159
	-	-
	2,690	2,159

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Note 8 : Other non- current assets

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Capital advances (refer note 45) Advances other than capital advances Prepaid expenses Deferred premium call spread Long term advances recoverable Total	125	124 930 280 1

	408
	323
	1
	857	1,335

Note 9 : Inventories

Note 9 : Inventories
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Raw materials (includes stock in transit ofH1,742 lacs (previous year :H2,521 lacs)) Work- in- progress Stores and spares Scrap and waste papers Finished stock Total inventories	7,554	10,210 18 1,667 24 1
	88
	1,740
	42
	88
	9,512	11,920

Note 10A : Trade receivables

Note 10A : Trade receivables
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Trade receivables Receivables from related parties (refer note 36A) Total	22,007	24,133 326
	591
	22,598	24,459
		(HLacs)
	March 31, 2020	March 31, 2019
Secured, considered good Unsecured, considered good Unsecured, considered doubtful Loss allowance for bad & doubtful debts Total trade receivables	542	395 24,064 3,064
	22,056
	4,427
	27,025	27,523
	(4,427)	(3,064)
	22,598	24,459

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.

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Note 10B : Cash and cash equivalents

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Balance with banks : - On current accounts - Deposits with original maturity of less than three months Cheques/drafts on hand Cash on hand Total		991 888 5,381 14
	240
	1,824
	292
	18
	2,374	7,274

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates.

The Company has pledged a part of its short-term deposits to fulfill collateral requirements, refer note 14A

Note 10C : Other bank balance

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Bank balances other than (10B) above - Deposits with original maturity of three months or more than three months - Unclaimed dividend account# - Deposit held in escrow account ## Total*		30 3 4,718
	2,083
	4
	-
	2,087	4,751

Represents deposit receipts pledged with banks against overdraft facility for H 2,010 lacs (previous year : Nil)
Represents deposit receipts pledged with banks and held as margin money of H 51 lacs (previous year : Nil)

These balances are not available for use by the Company as they represent corresponding unclaimed dividend liabilities.

These balances are not available for use by the Company as they represent deposit held in escrow account pursuant to the open offer made by HT Media under the SEBI(SAST) Regulations for purchase equity shares of Next Mediaworks Limited.

For the purpose of the Statement of Cash Flows, cash and cash equivalents comprise the following:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Balance with banks : - On current accounts - Deposits with original maturity of less than three months Cheques/drafts on hand Cash on hand Less - Bank overdraft (refer note 14A)		991 888 5,381 14
	240
	1,824
	292
	18
	2,374	7,274 1,011
	1,922
	452	6,263

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Note 11 : Other current assets

Note 11 : Other current assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Prepaid expenses [including advances given to related partiesH241 lacs (previous year :H15 lacs ) (refer note 36A) Balance with government authorities Deferred premium call option Advances given [including advances given to related partiesH191 lacs (previous year :H63 lacs)(refer note 36A)] Total	918	1,783 1,714 224 1,977
	3,086
	768
	1,208
	5,980	5,698

Note 12 : Share capital

Authorised Share Capital

Particulars	Number of shares	Amount (JLacs)
At April 1, 2018 Increase/(decrease) during the year At March 31, 2019 Increase/(decrease) during the year At March 31, 2020	362,500,000	7,250
	-	-
	362,500,000	7,250
	-	-
	362,500,000	7,250

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of H 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends 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.

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.

Issued and subscribed capital

Equity shares ofJ2 each issued, subscribed and fully paid	Number of shares	Amount (JLacs)
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	232,748,314	4,655
	-	-
	232,748,314	4,655
	-	-
	232,748,314	4,655

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Note 12 : Share capital (Contd..)

Reconciliation of the equity shares outstanding at the beginning and at the end of the year :

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of shares	Amount (JLacs)	Number of shares	Amount (JLacs)
Shares outstanding at the beginning of the year Shares issued during the year Shares outstanding at the end of the year Elimination on account of equity shares held by HT Media Employee Welfare Trust (refer note 44) Shares net of elimination on account of HT Media Employee Welfare Trust	23,274,8314	4,655	232,748,314 - 232,748,314 2,178,290	4,655 - 4,655 44
	-	-
	232,748,314	4,655
	2,178,290	44
	230,570,024	4,611	230,570,024	4,611

Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of equity shares issued by the Company, shares held by its holding company, subsidiary of holding company are as below:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
The Hindustan Times Limited, the holding company 1,617.54 lacs(previousyear : 1,617.54 lacs)equityshares ofH2 each fully paid		3,235
	3,235

Details of shareholders holding more than 5% shares in the Company

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of shares	% holding	Number of shares	% holding 70.17%
Equity shares ofH2 each fully paid The Hindustan Times Limited,the holdingcompany			161,754,490
	161,754,490	70.17%

As per records of the Company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Shares reserved for issue under options

For details of equity shares reserved for the issue under employee stock options (ESOP) of the Company refer note 34.

Note 13 : Other equity

(H Lacs)

Particulars	March 31, 2020	March 31, 2019
Securities premium Capital redemption reserve Capital reserve General reserve FVTOCI reserve	31,216	31,090 2,045 5,391 7,145 -
	2,045
	5,391
	7,145
	(103)

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Note 13 : Other equity (Contd..)

Note 13 : Other equity (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Cash flow hedging reserve (refer note 38)	(92)	(89)
Cost of hedging reserve (refer note 38)	25	(893)
Share based payments reserve (refer note 34)	53	-
Retained earnings	71,825	112,888
Total	117,505	157,577
Securities premium

Securities premium
	(HLacs)
Particulars	Amount
At April 1, 2018	31,090
Add : Adjustment on account of equity shares held by HT Media Employee Welfare Trust	-
At March 31, 2019	31,090
Less : License fees amortised	-
Add : Adjustment on account of equity shares held by HT Media Employee Welfare Trust (refer note 44)	126
At March 31, 2020	31,216

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Capital redemption reserve

Capital redemption reserve
	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	2,045
	-
	2,045
	-
	2,045

(i) During the FY 2006-07, an amount of H 2,000 lacs have been transferred from statement of Profit and Loss account to Capital Redemption Reserve on account of 2,000,000 1% Non-cumulative Redeemable preference shares of H100/- each, were redeemed on September 16, 2006.
(ii) The Board of Directors at their meeting held on May 14, 2013, approved buy-back of fully paid-up equity shares of the Company having a face value of H 2/- , from the existing shareholders / beneficial owners, other than the promoters/persons who are in control of the Company, from the open market through stock exchanges, at a price not exceeding H 110/- per equity share payable in cash, for an aggregate amount not exceeding H 2,500 lacs. The buy back scheme envisaged the buy back of shares of minimum of 5,68,182 equity shares and a maximum of 22,72,727 equity shares. Pursuant to above, during the year ended March 31, 2014, the Company has bought and extinguished 22,72,727 equity shares of H 2/- each. The shares extinguished had been bought for an aggregate consideration of H1,881 lacs. The excess of aggregate consideration paid for buy-back over the face value of shares so bought back and extinguished, amounting to H 1,835 lacs, was adjusted against the securities premium account. Further an amount of H 45 lacs (equivalent to nominal value of shares bought back) has been transferred to capital redemption reserve from general reserves.

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Note 13 : Other equity (Contd..)

Capital reserve*

(H Lacs)

Capital reserve*	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	5,391
	-
	5,391
	-
	5,391

Origination of H 6,891 lacs is in relation to common control acquisition and redemption of preference shares and utilisation of H 1,500 lacs is in relation to demerger of business.

General reserve

(H Lacs)

General reserve	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	7,145
	-
	7,145
	-
	7,145

FVTOCI reserve

FVTOCI reserve
	(HLacs)
Particulars	Amount
At April 1, 2018 Amounts reclassified to retained earnings# At March 31, 2019 Changes during the year At March 31, 2020*	(5,493)
	5,493
	-
	(103)
	(103)

A Scheme for reduction of share capital of India Education Services Private Limited (99% subsidiary of HTML w.e.f. July 18, 2017) [Appointed date: September 30, 2017] was sanctioned by NCLT and the order has been filed with ROC on August 22, 2018. Consequently the Company's investment has been written off to the extent of H 5,493 lacs. The accumulated balance lying in OCI reserve has been transferred to retained earnings during the financial year 2018-19.

*In relation to fair value movement of investment in fellow subsidiary Digicontent Limited.

**Cash flow hedging reserve* (refer note 38)**

*Cash flow hedging reserve (refer note 38)**
	(HLacs)
Particulars	Amount
At April 1, 2018 Changes in intrinsic value of foreign currency options Changes in fair value of interest rate swaps Amounts reclassified to profit or loss Tax impact	-
	- (137) - 48

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Note 13 : Other Equity (Contd..)

(H Lacs)

Note 13 : Other Equity (Contd..)	(HLacs)
Particulars	Amount
At March 31, 2019 Changes in intrinsic value of foreign currency options Changes in fair value of interest rate swaps Amounts reclassified to profit or loss Tax impact At March 31, 2020	(89)
	382 (4) (382) 1
	(92)

*The effective portion of gains and loss on hedging instruments in a cash flow hedge

Cost of hedging reserve (refer note 38)

Cost of hedging reserve (refer note 38)
	(HLacs)
Particulars	Amount
At April 1, 2018 Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts (refer note 38) Amount reclassified from cost of hedging reserve to profit or loss Tax impact At March 31, 2019 Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts (refer note 38) Amount reclassified from cost of hedging reserve to profit or loss Tax impact Less: Amount reclassified from cost of hedging reserve to profit or loss At March 31, 2020	-
	(1,504) 132 479
	(893)
	498 914 (494) -
	25

Retained earnings

Retained earnings
	(HLacs)
Particulars	Amount *
At April 1, 2018 Net loss for the year Less : Items of other comprehensive income recognised directly in retained earnings - Remeasurement of defined benefit plans, net of tax Less : Amounts reclassified from FVTOCI Less : Dividend paid Less : Dividend distribution tax Add : Adjustment of accumulated surplus of HT Media Employee Welfare Trust At March 31, 2019 Adjustments relating to previous years (refer note 54) Net loss for the year Less : Items of other comprehensive income recognised directly in retained earnings - Remeasurement of post-employment benefit obligation, net of tax Less : Dividend paid Less : Dividend distribution tax Add : Adjustment of accumulated surplus of HT Media Employee Welfare Trust At March 31, 2020	133,283
	(13,894) (29) (5,493) (931) (57) 9
	112,888
	(956) (39,268) 140 (931) (57) 9
	71,825

The disaggregation of changes in OCI by each type of reserves in equity is disclosed in note 30.

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Note 13 : Other equity (Contd..)

Share based payments reserve (refer note 34)

Share based payments reserve (refer note 34)
	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	-
	-
	-
	53
	53

Note 14A : Borrowings

Note 14A : Borrowings
				(HLacs)
Particulars	Effective Interest Rate	Maturity	March 31, 2020	March 31, 2019
Non-current borrowings (a) Secured (i) FCNR loan from bank Current borrowings (a) Secured (i) FCNR loan from bank (ii) Cash credit/ Overdraft from banks (ii) Term loan from banks (b) Unsecured (i) Buyer’s credit from bank (ii) Term loan from banks (iii) Bank overdraft from bank (iv) Commercial papers (v) Inter company deposit (refer note 36A) Less : Amount clubbed under "Other current financial liabilities" (Current maturities of long term borrowing) Net current borrowings Aggregate secured loans Aggregate unsecured loans	Refer note I Refer note I Refer note II Refer note III Refer note IV 9.25% Refer note V 7.00% Refer note VI	Refer note I Refer note I Refer note II Refer note III Refer note IV April 2, 2020 Refer note V May 8, 2020 - May 18, 2020 Refer note VI		23,280

			12,463
			12,463	23,280 605 - - 8,896 - 1,011 69,003 29,800


			12,463
			1,922
			9,000

			10,405
			39
			-
			17,694
			3,095
			54,618	1,09,315 605
			12,463
			42,155	1,08,710
			35,848	23,885
			31,233	1,08,710

Note I - Foreign currency non- repatriable (FCNR) loan from banks (secured)

FCNR Loan of Euro 300 lacs from bank carries interest @ 6 month Euribor + 2.16% spread p.a. The loan is repayable in 4 semi annual equal installments of Euro 75 lacs starting from August 06, 2020. The loan is secured by pledge of debt mutual funds investment of company.

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Note 14A : Borrowings (Contd..)

Note II- Cash credit/ Overdraft from banks (secured)

Outstanding Cash credit/ overdraft from bank was drawn @ Mibor+170 bps p.a./6.86% p.a. and cash credit/ overdraft is payable on demand. The cash credit/ overdraft from banks are secured by pledge on investments in mutual funds and lien on bank deposits.

Note III- Term loan from banks (secured)

Outstanding term from bank was drawn @ Mibor +175 bps p.a. and is due for repayment by April 07, 2020. The loan is secured by pledge on mutual funds units.

Note IV- Buyer's credit from bank (unsecured)

Outstanding buyer's credit loan from bank was drawn in various tranches from July 17, 2019 till March 3, 2020 @ average Interest Rate of 2.95% p.a. (Applicable LIBOR+Margin from time to time) and are due for repayment respective due dates starting from April 9, 2020 till November 27, 2020.

Note V- Bank overdraft from bank

Outstanding overdraft from bank was drawn @ 9.80% p.a. and payable on demand.

Note VI- Inter company deposit

Inter company deposit (ICD) was drawn on February 27, 2020 @ 6.50% p.a. compounded annually and repayable on demand. The interest shall become due and payable along with principal.

Loan covenants

Refer note 41 for detail.

Debt reconciliation for FY 2019-20

Debt reconciliation for FY 2019-20
			(HLacs)
Particulars	Current borrowings (including current portion of long-term borrowings but excluding bank overdraft classified as part of cash and cash equivalent)	Non current borrowings	Total
As at April 1, 2019 Cash flows: Add: Drawdowns Less: Repayments Non-cash movements: -Foreign exchange adjustments -Re-classification of long-term borrowing -Fair value adjustments As at March 31, 2020	108,304	23,280	131,584
	462,948 531,584 565 12,463 -	- - 1,646 (12,463) -	462,948 531,584 2,211 - -
	52,696	12,463	65,159

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Note 14A : Borrowings (Contd..)

Debt reconciliation for FY 2018-19

Debt reconciliation for FY 2018-19
			(HLacs)
Particulars	Current borrowings (including current portion of long-term borrowings but excluding bank overdraft classified as part of cash and cash equivalent)	Non current borrowings	Total
As at April 1, 2018 Cash flows: Add: Drawdowns Less: Repayments Non-cash movements: -Foreign exchange adjustments -Re-classification of Long-term Borrowing -Fair value adjustments As at March 31, 2019	106,158	570	106,728
	784,830 783,008 (281) 605 -	24,544 - (1,229) (605) -	809,374 783,008 (1,510) - -
	108,304	23,280	131,584

Note 14B : Trade payables

Note 14B : Trade payables
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Trade payables - total outstanding due of micro enterprises and small enterprises (refer note 43) - total outstanding dues other than of micro enterprises and small enterprises -total outstanding due to related parties (refer note 36A) Total Current Non- current		129 18,455 4,321
	208
	15,976
	4,089
	20,273	22,905
	20,273	22,905
	-	-

Note 14C : Other financial liabilities

Note 14C : Other financial liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
I. Derivatives at fair value through profit and loss - Derivative contract not designated as hedge (refer note 38) - Derivative contract designated as hedge (refer note 38) Total (I) II. Other financial liabilities at amortised cost Current maturity of long term borrowings (refer note 14A) Interest payable fixed Liability-premium call option Book overdraft Sundry deposits Interest accrued but not due on borrowings and others		29 137
	-
	141
	141	166
		605 - 2,008 - 30,584 637
	12,463
	86
	1,195
	339
	19,179
	345

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Note 14C : Other financial liabilities (current) (Contd..)

Note 14C : Other financial liabilities (current) (Contd)
..		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Unclaimed dividend Payable to related party Employee related payables Others Total (II) Total other financial liabilities (I+II) Current Non- Current*	4	3 1,717 5,295 176
	-
	3,846
	156
	37,613	41,025
	37,754	41,191
	37,330	40,075
	424	1,116
* Amount payable to Investor Education and Protection Fund	Nil	Nil

Note 14D: Break up of financial liabilities carried at amortised cost

Note 14D: Break up of financial liabilities carried at amortised cost
		(HLacs)
Particulars Note	March 31, 2020	March 31, 2019
Borrowings (non-current) 14A Borrowings (current) 14A Current maturity of long term loans 14A Interest payable fixed 14C Liability-premium call option 14C Sundry deposits 14C Book overdraft 14C Interest accrued but not due on borrowings and others 14C Unclaimed dividend 14C Payable to related party 14C Others 14C Trade payables 14B Total financial liabilities carried at amortised cost	12,463	23,280 108,710 605 - 2,008 30,584 - 637 3 1,717 176 22,905
	42,155
	12,463
	86
	1,195
	19,179
	339
	345
	4
	-
	156
	20,273
	108,658	190,625

Note 14E: Lease liabilities

Note 14E: Lease liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Unsecured Lease liabilities (refer note 29) Total Current Non- current		-
	9,473
	9,473	-
	3,058	-
	6,415	-

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Note 15 : Provisions

Note 15 : Provisions
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Provision for employee benefits Provision for leave benefits (refer note 33) Provision for gratuity (refer note 33) Total Current Non- current		257 463
	254
	490
	744	720
	453	507
	291	213

Note 16 : Income tax

The major components of income tax expense for the year ended March 31, 2020 and March 31, 2019 are :

Statement of profit and loss :

Profit or loss section

(H Lacs)

Statement of profit and loss : Profit or loss section		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Current income tax : Current income tax charge Adjustments in respect of current income tax of previous year Tax expense of discontinued operations Deferred tax : Relating to origination and reversal of temporary differences Adjustments in respect of Deferred tax charge/ (credit) of previous year Income tax expense reported in the statement ofprofit and loss		- 426 (2,634) (1,099)
	541
	-


	(5,368)
	837
	(3,990)	(3,307)

OCI section :

Deferred tax related to items recognised in OCI during in the year :

(H Lacs)

Particulars	March 31, 2020	March 31, 2019
Income tax (charge)/credit on remeasurements of defined benefit plans Income tax (charge)/credit on cash flow hedges Income tax (charge)/credit on cost of hedge Income tax(charge)/ credit to OCI	(75)	16 48 479
	1
	(494)
	(568)	543

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Note 16 : Income tax (Contd..)

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2020 and March 31, 2019:

March 31, 2019:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Accounting profit before tax from continuing operations Profit/(loss) before tax from a discontinued operation Accounting profit before income tax At India's statutory income tax rate of 34.944 % (previous year: 34.944 %) Non- taxable income : Income from investments & sale of property Non-deductible expenses for tax purposes: Loss/provision on investments Other non deductible expenses Adjustments Adjustments in respect of current income tax of previous years Adjustments in respect of deferred income tax of previous years Adjustment in respect to change in tax rate Adjustments related business losses set off against capital gain Adjustments related to difference of tax base and book base At the effective income tax rate Income tax expense reported in the statement ofprofit and loss	(43,258)	(17,201) -
	-
	(43,258)	(17,201)
	(15,116)	(6,011) (2,900) 5,936 338 426 (1,099) 3 - -

	(2,604)

	10,740
	165

	-
	837
	1,311
	677
	-
	(3,990)	(3,307)
	(3,990)	(3,307)

Deferred tax

Deferred tax relates to the following:

Deferred tax Deferred tax relates to the followin:
g			(HLacs)
Particulars	March 31, 2020	March 31, 2019	Movement during theyear
Deferred tax liabilities Differences in depreciation in block of property, plant and equipment as per tax books and financial books Others Gross deferred tax liabilities Deferred tax assets Effect of expenditure debited to statement of profit and loss in the current year/earlier years but allowed for tax purposes in following years Provision for doubtful debts and advances Carry forward of unabsorbed depreciation and losses Unutilized MAT Credit Others Gross deferred tax assets Deferred tax assets(net)*		9,730 95	(5,281) (95)
	4,449
	-
	4,449	9,825	(5,376)
		1,700 1,185 3,126 8,712 28	(698) (295) (848) 547 86
	1,002
	890
	2,278
	9,258
	114
	13,542	14,751	(1,208)
	9,093	4,926	4,167

*Considering the future projections, there is a reasonable certainty to recover MAT Credit Entitlement.

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Note 16 : Income tax (Contd..)

Reconciliation of deferred tax assets (net):

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Opening balance as of 1 April Adjustments relating to previous years (refer note 54) Tax (expense)/ income during the year recognised in statement of profit and loss Closing balance as at 31 March	4,926	650 - 4,276
	204
	3,963
	9,093	4,926

During the year ended March 31, 2020 and March 31, 2019, the Company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution Tax to the taxation authorities. The Company believes that Dividend Distribution Tax represents additional payment to taxation authority on behalf of the shareholders. Hence , Dividend Distribution Tax paid is charged to equity.

Note 17 : Other non-current liabilities

Note 17 : Other non-current liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Government grants Current portion of Government grants Non- Current portion of Government grants	1,208	1,327 (119)
	(119)
	1,089	1,208
	1,089	1,208

Government grants*

Government grants*
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
At April 1 Released to statement of profit and loss At March 31 Current Non- current	1,327	1,446
	(119)	(119)
	1,208	1,327
	119	119
	1,089	1,208

*towards purchase of certain items of property, plant and equipment.

Note 18 : Contract liabilities

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Advances from customers Deferred revenue Total Current Non- current	6,668	6,164 2,180
	2,633
	9,301	8,344
	8,865	7,630
	436	714

Amount of revenue recognised during FY 2019-2020 from contract liabilities at the beginning of the year is H 3,388 lacs. Amount accrued during FY 2019-2020 amounts to H 4,344 lacs.

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Note 19 : Other current liabilities

Note 19 : Other current liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Advances from customers Customers and agents credit balances [includes balances of related partiesH77 lacs (previous year :H6 lacs] Statutory dues GST payable Current portion of Government grants Total	196	16 975 841 111 119
	882
	692
	8
	119
	1,897	2,062

Note 20 : Revenue from operations

Revenue from contracts with customers

(H Lacs)

Revenue from contracts with customers		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Sale of products - Sale of newspaper and publications Sale of services - Advertisement revenue - Airtime sales - Income from digital services - Job work revenue and commission income Other operating revenues - Sale of scrap, waste papers and old publication - Forfeiture of security deposit - Others Total		6,671 94,185 18,628 4,796 4,785 706 500 402
	6,136

	80,065
	14,323
	5,590
	5,984

	526
	9,310
	617
	122,551	130,673

Reconciliation of revenue recognised with the contracted price is as follows:

Reconciliation of revenue recognised with the contracted price is as follows:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Contract price Adjustments to the contract price Revenue recognised	125,438	132,842 (2,169)
	(2,887)
	122,551	130,673

The adjustments made to the contract price comprises of volume discounts, returns, credits, etc..

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Note 21 : Other income

Note 21 : Other income
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Interest income on EIR basis - Bank deposits - Loan to subsidiary - Others Dividend income from subsidiary Other non - operating income Finance income from debt instruments at FVTPL Profit on sale of investment properties Income from Government grant Income on assets given on financial lease (refer note 29) Unclaimed balances/liabilities written back (net) Profit on sale of investment Rental income (refer note 29) Foreign exchange fluctuation (net) Net gain on disposal of property, plant and equipment and intangibles Unwinding of discount on security deposit Miscellaneous income Total*		163 929 112 654 7,976 14 479 139 75 125 2,142 840 28 272 62
	140
	1,137
	248
	654

	7,038
	44
	119
	134
	834
	9
	1,805
	-
	2
	245
	252
	12,661	14,010

*Gain on account of fair value movement (refer note 2.2 (p) Debt instruments at FVTPL)

**includes Government grants of H 119 lacs towards purchase of certain items of property, plant and equipment (previous year: H 119 lacs) and Nil towards Electricity duty exemption (previous year : H 360 lacs).

Note 22 : Cost of materials consumed

Note 22 : Cost of materials consumed
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Consumption of raw material Inventory at the beginning of the year Add: Purchase during the year Less : Sale of damaged newsprint Less: Inventory at the end of the year Total		6,105 41,986 234
	10,210
	26,122
	140
	36,192	47,857
	7,554	10,210
	28,638	37,647

Note 23 : Changes in inventories

Note 23 : Changes in inventories
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Inventory at the beginning of the year - Finished goods - Work -in- progress - Scrap and waste papers		- 2 17
	1
	18
	24

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Note 23 : Changes in inventories (Contd..)

Note 23 : Changes in inventories (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Inventory at the end of the year - Finished goods - Work -in- progress - Scrap and waste papers (Increase)/ decrease in inventories - Finished goods - Work -in- progress - Scrap and waste papers Total		1 18 24 (1) (16) (7)
	88
	88
	42

	(87)
	(70)
	(18)
	(175)	(24)

Note 24 : Employee benefits expense

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Salaries, wages and bonus Contribution to provident and other funds (refer note 33) Employee Stock Option Scheme (refer note 34) Gratuity expense (refer note 33) Workmen and staff welfare expenses Total	23,552	23,421 1,008 - 270 400
	1,059
	35
	281
	459
	25,386	25,099

Note 25 : Finance costs

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Interest on debts and borrowings Interest on lease liabilities (refer note 29) Exchange difference regarded as an adjustment to borrowing costs Bank charges and other cost Total	9,248	9,293 - 271 280
	766
	178
	153
	10,345	9,844

Note 26 : Depreciation and amortization expense

Note 26 : Depreciation and amortization expense
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Depreciation of tangible assets (refer note 3) Depreciation expense of right-of-use assets (refer note 29) Amortization of intangible assets (refer note 5) Depreciation on Investment Properties (refer note 4) Total	3,976	4,133 - 3,797 339
	3,321
	3,707
	341
	11,345	8,269

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Note 27 : Other expenses

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Consumption of stores and spares Printing and service charges News service and dispatches News content sourcing fees Service charges on advertisement revenue Power and fuel Advertising and sales promotion (refer note 48) Freight and forwarding charges Rent (refer note 29) Rates and taxes Insurance Repairs and maintenance: - Plant and machinery - Building - Others Travelling and conveyance Communication costs Legal and professional fees Payment to auditor ( refer note I) Director's sitting fees Exchange differences (net) Allowances for bad and doubtful debts and advances (includes bad debts written off) ( refer note II ) Loss on sale/ Provision for diminution in value of investments Fair value of Investment through profit and loss (net) (including Profit /(Loss) on sale of investments) ( refer note III ) License fees Impairment of investment properties (net of reversal on disposal) Donations (refer note 48) Miscellaneous expenses Total	2,291	2,608 3,911 1,840 11,603 488 2,396 10,527 1,624 4,536 625 392 2,223 210 163 5,012 829 5,456 86 19 - 764 923 3,772 1,995 4,384 245 3,207
	3,718
	1,859
	10,053
	299
	2,079
	9,651
	1,537
	1,098
	64
	337

	2,492
	178
	235
	4,628
	869
	5,249
	84
	37
	1,953
	1,796
	395
	819
	1,998
	1,305
	125
	3,508
	58,657	69,838

Note I: Payment to auditors

Note I: Payment to auditors
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
As auditor : - Audit fee - Limited review - audit fee		36 21 5
	40
	22
	4

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Note 27 : Other expenses (Contd..)

Note 27 : Other expenses (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
In other capacities : - Certification fees Reimbursement of expenses Total		16 8
	8
	10
	84	86

Note II: Allowances for Bad doubtful debts and advances (includes bad debts written off)

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Opening Balance of provision for doubtful debts and advances Provision Created (Net) Bad Debt written off Closing Balance ofprovision for doubtful debts and advances	3,390	2,980 764 (354)
	1,796
	(433)
	4,753	3,390

Note III: Detail of Fair value of Investment through profit and loss (net)

Note III: Detail of Fair value of Investment through profit and loss (net)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Gain on fair valuation of Investments recognized during the year Loss on fair valuation of Investments recognized during the year Actual loss on investments sold during the year Actual (profit) on investments sold during the year Reversal of impairment/ loss on investments sold during the year Total	(1,489)	(560) 5,174 75 (917) -
	2,669
	-
	-
	(361)
	819	3,772

Note 28 : Exceptional items

Note 28 : Exceptional items
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Provision for diminution in value of investments (refer note I below) Provision for diminution in value of inter corporate deposits (refer note II below) Provision for diminution in value of intangible assets (refer note IV below) Litigations expense (refer Note III) Total	25,357	7,911 - - 3,300
	2,856
	16,061
	-
	44,274	11,211

Note I		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Provision for diminution in value of Investments created during the year (refer note 6A) Reversal in provision for diminution on investments (refer note 6A) Net Provision for diminution in value of investments	26,833	8,045 (134)
	(1,476)
	25,357	7,911

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Note 28 : Exceptional items (contd..)

Note II

(i) Pursuant to announcement of restructuring of business of HT Learning Centers Limited to Stock Exchange dated January 07, 2020, provision of H 2,856 lacs (including accrued interest of H 146 lacs) has been made towards impairment of loan given to subsidiary.

Note III

For the year ended March 31, 2019 :

(i) Based on Business Purchase Agreement dated October 1, 2004, a dispute between The Hindustan Times Ltd (HTL) and certain section of its ex-workers, who were part of the business transferred to the Company, the Company had made a provision of H 3,300 lacs (Net of GST) during the year ended March 31, 2019 and out of this provision H 2,030 lacs (Net of TDS) was reimbursed to HTL during the year ended March 31, 2019 towards in tern disbursement to the workers. The Supreme court has accepted the Special Leave Petition(SLP) of HTL.

Note IV

(i) The Company after considering the current economic environment has performed an impairment assessment of Intangible Assets. As the recoverable amount of Cash Generating Unit (“CGU’) is lower than the carrying amount of assets, the Company has recognised an impairment loss of H 16,061 lacs towards Intangible Assets as an exceptional item.The recoverable amount of CGU is based on its value in use which is H 31,450 lacs using discount rate of 14%. For this purpose, each radio license has been considered as a separate CGU.

Note 29: Leases (refer note 2.2(j) of accounting policies)

Leases as Lessee

The Company has taken various residential, office and godown premises under lease arrangements.

i) The details of the right-of-use asset held by the Company is as follows:

			(HLacs)
Particulars	Leasehold Land	Buildings	Total
Balance at April 1, 2019 Reclassification from prepaid rent Depreciation charge for the year Additions to right-of-use assets Derecognition of right-of-use assets Balance at March 31, 2020	1,307 - (30) - -	8,447 1,038 (3,291) 4,364 (180)	9,754 1,038 (3,321) 4,364 (180)
	1,277	10,378	11,655

ii) Set out below are the carrying amounts of lease liabilities and the movements during the period:

	(HLacs)
Particulars	Amount
Balance at April 1, 2019 Additions Accretion of interest Payment of principal Payments of interest Balance at March 31, 2020 Current Non- current	8,447 3,942 766 (2,916) (766)
	9,473
	3,058
	6,415

The maturity analysis of lease liabilities are disclosed in note 40.

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Note 29: Leases (Contd..)

iii) Amounts recognised in profit or loss:

(H Lacs)

Particulars	Amount
Interest on lease liabilities Depreciation expense of right-of-use assets Expenses relatingto short-term leases	766 3,321 1,098

iv) Amounts recognised in statement of cash flows:

Amounts recognised in statement of cash flows:
	(HLacs)
Particulars	Amount
Total cash outflow for leases	2,916

Leases as lessor

i) Finance lease

The Company has entered into a finance lease arrangement with its Holding Company.

For the year ended March 31, 2020 :

During 2019-20, the Company recognised interest income on lease receivables of H 134 lacs.

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date-

	(HLacs)
Particulars	Amount
Less than one year One to two years Two to three years Three to four years Four to five years More than five years Total undiscounted lease receivable Unearned finance income Net investment in the lease	230 230 259 265 265 957
	2,206
	679
	1,527

For the year ended March 31, 2019 :

Future minimum lease receivables under finance lease together with the present value of the minimum lease receivables are as follows :

are as follows :
		(Amount inHLacs)
Particulars	Minimum lease receivables	Present value of lease receivables
Less than one year After one year but not more than five years More than fiveyears	225 983 1,221	208 743 666

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Note 29: Leases (Contd..)

ii) Operating lease

The Company has entered into operating leases on its investment property.

Rental income recognised by the Company during 2019-20 is H 87 lacs (previous year : H 88 lacs).

For the year ended March 31, 2020 :

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date-

	(HLacs)
Particulars	Amount
Less than one year One to two years Two to three years Three to four years Four to five years More than five years Total	93 66 31 - - -
	190

For the year ended March 31, 2019 :

The Company has entered into operating leases on its investment property. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

Note 30 : Other comprehensive income

The disaggregation of changes to OCI by each type of reserve in equity is shown below :

During the year ended March 31, 2020

During the year ended March 31, 2020
					(HLacs)
Particulars	FVTOCI reserve	Retained earnings	Cash flow hedging reserve	Cost of hedging reserve	Total
Remeasurement of defined benefit plans (refer note 33) Change in fair value of investments Cash flow hedging reserve (refer note 13 and 38) Cost of hedging reserve (refer note 13 and 38) Tax impact Total	-	215	-	-	215
	(103)	-	-	-	(103)
	-	-	(4)	-	(4)
	-	-	-	1,412	1,412
	-	(75)	1	(494)	(568)
	(103)	140	(3)	918	952

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Note 30 : Other comprehensive income (Contd..)

During the year ended March 31, 2019

During the year ended March 31, 2019
					(HLacs)
Particulars	FVTOCI reserve	Retained earnings	Cash flow hedging reserve	Cost of hedging reserve	Total
Remeasurement of defined benefit plans (refer note 33) Cash flow hedging reserve (refer note 13 and 38) Cost of hedging reserve (refer note 13 and 38) Tax impact Total	- - - -	(45) - - 16	- (137) - 48	- - (1,372) 479	(45) (137) (1,372) 543
	-	(29)	(89)	(893)	(1,011)

Note 31 : Earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit/(loss) attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Loss attributable to equity holders (Jlacs) Weighted average number of Equity shares for basic earnings per share (lacs) Weighted average number of Equity shares for diluted earnings per share (lacs) *Earning/(loss) per share Basic earnings per share Diluted earningsper share	(39,268)	(13,894)
	2,306	2,306
	2,327	2,327
		(6.03) (6.03)
	(17.03)
	(17.03)

Net off equity shares of 22 lacs held by HT Media Employee Welfare Trust.

** Equity shares of 22 lacs held by HT Media Employee Welfare Trust are not included in calculation of diluted earning per share because these are anti diluted.

Note 32: Distribution made and proposed

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Dividend on equity shares declared and paid : Final dividend for the year ended on March 31, 2019 :H0.40 per share (March 31, 2018 :H0.40 per share) Dividend distribution tax on final dividend Proposed dividends on equity shares : Dividend proposed for the year ended on March 31, 2020: Nil per share (previous year:H0.40 per share) Dividend distribution tax on proposed dividend		(931) (57)
	(931)
	(57)
	(988)	(988)
		931 191
	-
	-
	-	1,122

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Note 33 : Employee benefits

A. Define benefit plan: Gratuity

Define benefit plan: Gratuity
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Gratuity plan Total Current Non- current	490	463
	490	463
	198	171
	292	292

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 gratuity plan is governed by the Payment of Gratuity Act, 1972. The Company has purchased an insurance policy through its' Gratuity Trust, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

The following tables summarises the components of net employee benefits recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet :

Defined benefit gratuity plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2020 :

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Opening balance Current service cost Interest expense or cost Re-measurement (or actuarial) (gain) / loss arising from: - change in demographic assumptions - change in financial assumptions - experience variance (i.e. actual experience vs assumptions) Past service cost Benefits paid Total	2,331	2,387 242 191 - 45 (106) - (428)
	245
	181

	-
	185
	(99)
	-
	(300)
	2,543	2,331

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Note 33 : Employee benefits (Contd..)

Fair Value of Plan Assets

Fair Value of Plan Assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Opening balance Investment income Employer's contribution Benefits paid Return on plan assets, excluding amount recognized in net interest expenses Total	1,868	2,042 163 151 (382) (106)
	145
	-
	(262)
	301
	2,052	1,868

Total	2,052 1,868	2,052 1,868
The major categories of plan assets of the fair value of the total plan assets are	as follows:
Intangible assets	Defined Gratuity Plan
	March 31, 2020	March 31, 2019
Investment in funds managed bythe trust	100%	100%

The principal assumptions used in determining gratuity obligation for the Company’s plans are shown below:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Discount rate Salary growth rate Withdrawal rate Up to 30 years 31 - 44 years Above 44years	6.85%	7.75-7.85% 5% 3% 2% 1%
	5%

	3%
	2%
	1%

A quantitative sensitivity analysis for significant assumption is as shown below:

Defined gratuity plan:

Defined gratuity plan:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Defined benefit obligation(Base)	2,543	2,331

Impact on defined benefit obligation

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
Assumptions	Decrease	Increase	Decrease	Increase
Discount rate(-/+1%) Salary growth rate(-/+1%) Withdrawal rate(-/+50%)	2,777	(2,338)	194 (174) (24)	(170) 195 22
	(2,336)	2,774
	(2,523)	2,559

The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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Note 33 : Employee benefits (Contd..)

The following payments are maturity profile of Defined Benefit Obligations in future years:

(H Lacs)

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Within the next one year (next annual reporting period) More than one year and upto five years More than five years and upto ten years More than ten years Total expectedpayments	172	129 1,008 1,370 2,490
	1,087
	1,311
	2,660
	5,230	4,997

Duration of the defined benefit plan obligation

Duration of the defined benefit plan obligation
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Range of duration	8years - 17years	7years - 17years

Defined contribution plan		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Contribution to provident and other funds Charged to statement ofprofit and loss		1,008
	1,059

B. Leave encashment (unfunded)

The Company recognizes the leave encashment expenses in the Statement of Profit & Loss based on actuarial valuation.

The expenses recognized in the Statement of Profit & Loss and the leave encashment liability at the beginning and at the end of the year :

of the year :
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Liability at the beginning of the year Benefits paid during the year Provided during the year Liability at the end of theyear	257	397 (150) 10
	(61)
	58
	254	257

Note 34 : Share-based payments

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind-AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the 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 J 2,174 lacs to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of J 10 each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of J 2 each) from the open market [average cost per share – J 92.91 based on Equity Share of J 2 each], for the purpose of granting Options under the ‘HTML Employee Stock Option Scheme’ (the Scheme), to eligible employees.

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Note 34 : Share-based payments (Contd..)

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 above mentioned 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 relevant details of the Scheme are as under.

The relevant details of the Scheme are as under.
			(HLacs)
	Plan A	Plan B	Plan C
Dates of grant Date of Board approval Date of shareholder’s approval Number of options granted Method of settlement Vesting period (see table below) Fair value on the date of grant (InH) Exercise period Vesting conditions

*Adjusted for face value of H 2/- after stock split

Note: Approvals obtained from the Board of Directors and Shareholders of the Company for the ‘Plan B’ were with retrospective effect from September 15, 2007.

Details of the vesting period are:

Details of the vesting period are:
		(HLacs)
Vesting period from the grant date		Vesting Schedule
	Plan A	Plan B Plan C
On completion of 12 months On completion of 24 months On completion of 36 months On completion of 48 months	25% 25% 25% 25%	25% 75% 25% 25% 25% - 25% -

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Note 34 : Share-based payments (Contd..)

The details of activity under Plan A, Plan B and Plan C of the Scheme have been summarized below:-

Plan A

Plan A
Particulars	March 31, 2020		March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	363,260	92.30 - - - - - -
	-
	-
	-
	363,260
	-
	-
		-
	NA

Plan B

Plan B
Particulars	March 31, 2020		March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	83,264	92.30
	-	-
	-	-
	-	-
	-	-
	83,264	92.30
	83,264	92.30
	3.14
	NA

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Note 34 : Share-based payments (Contd..)

Plan C

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	212,101	117.55
	1,519,665	19.8
	-	-
	-	-
	-	-
	1,731,766	31.77
	212,101	117.55
	10.34
	9.04

The details of exercise price for stock options outstanding at the end of the year ended March 31, 2020 are:-

Range of exercise prices	Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J)
Plan A Nil Plan B H92.30 Plan C H19.80-H117.50
	-	-	-

	83,264	3.14	92.30

	1,731,766	10.34	31.77

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Note 34 : Share-based payments (Contd..)

The details of exercise price for stock options outstanding at the end of the previous year ended March 31, 2019 are:-

Range of exercise prices Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J) 92.30 92.30 117.55
Plan A H92.30 363,260 Plan B H92.30 83,264 Plan C H117.55 212,101	0.78 4.14 2.53

The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) calculated using the fair value* of stock options is H 23 lacs (March 31, 2019: Nil) in relation to employees of HT Media Limited.

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Nil (March 31, 2019: Nil)

*Fair value is calculated as per the Black Scholes Options Pricing Model.

` Assumptions used in Black Scholes Option Pricing Model are as follows :

Particulars
Risk free interest Rate Expected life Expected volatility** Dividend yield Price of the underlining share in market at the time of option grant (H) Exercise price (H) Fair value(H)	6.64% 6.225 Years 37.29% 1.01% 19.80 19.80 9.04

** Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the Black-Scholes option-pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time.

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Note 34 : Share-based payments (Contd..)

II. The subsidiary Company, Firefly e-Ventures Private 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.
B. Details of stock options granted during the current year and earlier year are as given below:

Type of arrangement	Date of grant	Options granted (nos.)	Fair value on the grant date (J)	Vesting conditions	Weighted average remaining contractual life in years as at March 31, 2020 (inyears)
Employee stock options-Plan A (Method of settlement- equity) Employee stock options-Plan A (Method of settlement- equity)	April 11, 2011	424,050	5.11	Starts from the date of listing of Firefly e-Ventures Limited as per the following vesting schedule	5.04
				25% 12 months from the date of grant
				25% 24 months from the date of grant
				25% 36 months from the date of grant
				25% 48 months from the date of grant

	October 16, 2009	4,421,200	4.82	Starts from the date of listing of Firefly e-Ventures Limited as per the following vesting schedule	3.55
				25% 12 months from the date of grant *
				25% 24 months from the date of grant *
				25% 36 months from the date of grant *
				25% 48 months from the date ofgrant *

Since period of 48 months is already lapsed, all options will be vested at the date of listing of Firefly e-Ventures Limited.

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for the year ended March 31, 2020

Note 34 : Share-based payments (Contd..)

C. Summary of activity under the Plan A for the year ended March 31, 2020 and March 31, 2019 are given below.

	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	4,295,400	10 - - - - 10
	-
	-
	-
	-
	4,295,400
	3.6
	-

Weighted average fair value of the options outstanding of plan A is H 4.82 (previous year H 4.82) per option.

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Nil (previous year: Nil)

III. HT Media Limited has given loan of J 243 lacs to “HT Group Companies – Employee Stock Option Trust” which in turn has purchased 37,338 Equity Shares of J 10 each of Hindustan Media Venture 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.

Details of these plans are given below:

Employee stock options

A stock option gives an employee, the right to purchase equity shares of the HMVL at a fixed price within a specific period of time.

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Note 34 : Share-based payments (Contd..)

A. Details of Options granted as on March 31, 2020 are given below:

Type of arrangement	Date of grant	Options granted (nos.)	Fair value on the grant date (J)	Vesting conditions	Weighted average remaining contractual life (inyears)
Employee stock options Employee stock options Employee stock options Employee stock options Employee stock options Employee stock options	September 15, 2007	147,813	16.07	1/4 of the shares vest each year over a period of four years starting from one year after the date of grant	1.46
	May 20, 2009	11,936	14.39	1/4 of the shares vest each year over a period of four years starting from one year after the date of grant	3.14
	February 4, 2010	116,253	87.01	50% on the date of grant and 25% vest each year over a period of two years starting from the date of grant	3.14
	March 8, 2010	4,030	56.38	1/4 of the shares vest each year over a period of four years starting from one year after the date of grant	3.94
	April 1, 2010	4,545	53.87	1/4 of the shares vest each year over a period of four years starting from one year after the date of grant	4.01
	Oct 25, 2019	146,917	34.80	1/4 of the shares vest each year over a period of four years starting from one year after the date ofgrant	13.58

B. Summary of activity under the plans for the period ended March 31, 2020 and March 31, 2019 are given below.

	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options Weighted- average exercise price (J)	Weighted- average remaining contractual life (in years)	Number of options Weighted- average exercise price (J)	Weighted- average remaining contractual life (in years)
Outstanding at the beginning of the year Granted during the year Forfeited/Cancelled during the year Exercised during the year Expired during the year Outstanding at the end ofthe year	4,032 59.99	4.94	4,032 59.99 - - - - - - - - 4,032 59.99	5.94 - - - - 4.94
	146,917 72.20	13.58
	- -	-
	- -	-
	- -	-
	150,949 71.68	13.32

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Note 34 : Share-based payments (Contd..)

C. The details of exercise price for stock options outstanding at the end of the current year ended March 31, 2020 are:

	Range of exercise prices	Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J)
2019-20 2018-19	H1.35 toH72.20	1,50,949	13.32	71.68
	H1.35 toH60	4,032	4.94	59.99

Options granted are exercisable for a period of 10 years after the scheduled vesting date of last tranche as per the Scheme.

Weighted average fair value of the options outstanding is H 35.38 (previous year H 56.38) per option.

The employee compensation cost (accounting charge for the year) calculated using the fair value* of stock options is H 12 lacs (March 31, 2019: Nil)

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Nil (March 31, 2019: Nil)

*Fair value is calculated as per the Black Scholes Options Pricing Model.

Assumptions used in Black Scholes Options Pricing Model are as follows :

Particulars
Risk free interest Rate Expected life Expected volatility** Dividend yield Price of the underlining share in market at the time of option grant (H) Exercise price (H) Fair value(H)	6.85% 8.25 Years 32.85% 0.93% 72.20 72.20 34.80

Note 35 : Commitments and contingencies

A. Commitments

Commitments
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
i) Capital commitments Estimated amount of contracts remaining to be executed on capital account and notprovided for(net of capital advances)		217
	391

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Note 35 : Commitments and contingencies (Contd..)

ii) Other commitments- commitment under EPCG Scheme

The Company has obtained licenses under the Export Promotion Capital Goods (‘EPCG’) Scheme for importing capital goods at a concessional rate of customs duty against submission of bonds in September, 2008.

Under the terms of the respective scheme, the Company is required to export goods or/and services of FOB value equivalent to eight times the duty saved in respect of licenses within eight years from the date of issuance of license. Accordingly, the Company was required to export goods and services of FOB value of H 20,017 lacs by September 18, 2018 (after extended time).

However, due to oversight of the assessing officers of Customs at the time of clearance of the goods, unconditional concession from BCD of 5% prescribed vide Sr. No. 267A of the Notification No. 21/2002-Cus dated 01 March 2002 as also CVD of 8% under Sr. No. 12 of Notification No. 6/2006-CE dated March 01, 2006 was not provided/applied. As a result of the said omission, the duty foregone/ duty saved amount has been incorrectly computed and consequently, the export obligation also been incorrectly computed.

The duty saved amount under the EPCG Scheme is ascertained basis the actual import duty of capital goods effected by a license holder, such as the Petitioner (HT Media) in the present case. The Company filed a letter in March, 2019 with custom authorities for rectification in custom tariff rates used to compute ‘duty saved amount’ and for corresponding amendment in export obligation as mentioned above thereby reducing the actual export obligation. This letter was rejected by custom authorities in May 2019 against which the Company has filed a writ petition before Mumbai High Court in August 2019. The department has filed its reply to the Writ Petition. The matter came up for hearing on April 27, 2020 when Hon’ble High Court of Bombay has directed the Customs Department that no coercive action shall be taken against HT Media and adjourned the matter for June 09, 2020. However due to Covid-19 and limited functioning of the High Court the matter has not come up for hearing till date and will be listed in due course. HT is protected as the stay is till the next date of hearing.

Basis management assessment, the balance export obligation as on March 31, 2020 is Nil.

iii) Commitment to invest in specific funds

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Amount Invested	Future Commitment	Amount Invested	Future Commitment
Blume Ventures Fund IA Trifecta Venture Debt Fund-I Trifecta Venture Debt Fund-II Paragon Partners Growth Fund - I WaterBridge Ventures I Stellaris Venture Partners India I	H300 lacs	-	H300 lacs H2,000 lacs - H1352 lacs H376 lacs H505 lacs	- - - H648 lacs H125 lacs H495 lacs
	H2,000 lacs	-
	H844 lacs	H156 lacs
	H1950 lacs	H50 lacs
	H426 lacs	H75 lacs
	H655 lacs	H345 lacs
Fireside Ventures Investment Fund I	H436 lacs	H64 lacs	H368lacs	H132 lacs

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Note 35 : Commitments and contingencies (Contd..)

B. Guarantees

Guarantees
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Bank guarantee Corporateguarantee in favor of the banks on behalf of relatedparty	3,410	2,332 -
	4,082

C. Letter of support

Previous year the Company has given letters of support to its subsidiaries (HT Learning Centers Limited and India Education Services Private Limited) to enable the said subsidiaries to continue its operations.

D. Contingent liabilities

Claims against the Company not acknowledged as debts

Legal claim contingency

(i) In respect of income tax demand under dispute H 880.98 lacs (previous year H 760.89 lacs) against the same the Company has paid tax under protest of H 824.55 lacs (previous year H 648.96 lacs). The tax demands are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act. Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2020.
(ii) Service tax authorities have raised additional demands for H 61 lacs (Previous Year: H 61 lacs) for various financial years against the same the Company has paid tax under protest of H 61 lacs (previous year H 61 lacs). Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2020.

The above listed tax demands are being contested by the Company before the appropriate appellate authorities. Management believes that Company’s tax positions are likely to be upheld by such authorities. No tax expenses have been accrued in the standalone financial statements for these tax demands.

(iii) During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from The Hindustan Times Limited (“HTL”). Ex-workmen of HTL challenged the transfer of business by way of a writ in Hon’ble Delhi High Court, which was dismissed on May 9, 2006. Thereafter, these workmen raised the industrial dispute before Industrial Tribunal-I, New Delhi (“Tribunal”). The case was decided by an award by Industrial Tribunal, on January 23, 2012, wherein the workmen were granted reinstatement and relief of treating them in continuity of services under terms and conditions of service as before their alleged termination w.e.f. October 3, 2004. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF of Industrial Dispute Act. The said notice - pay or compensation, if any, received by them, will have to be refunded to the Company.

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Note 35 : Commitments and contingencies (Contd..)

Execution Court was challenged before High Court of Delhi. Since HTL has no factory, it offered notional reinstatement & Salary w.e.f. April 18, 2013. HTL informed the High Court during the pendency of the petition that since HTL is currently engaged in non-industrial activities, it can offer non-industrial work to a maximum of 38 (thirty eight) workmen based on seniority. It was also submitted that HTL will accordingly exercise its rights and remedies as available under the Industrial Disputes Act, 1947 qua the remaining workmen. Accordingly, HTL issued letters of posting to 38 workmen on December 4, 2013 and paid compensation under Section 25FFF of the Industrial Dispute Act, 1947 to remaining 167 workmen. Single Bench of Delhi High Court on September 14, 2015 delivered the judgment wherein Court relied on the Judgment of Division Bench and held that the parties will be at liberty to pursue the logical corollary. The proceedings before the Execution Court re-started after judgment of Single Bench of Delhi High Court.

The Execution Court ordered HTL to reinstate the workmen as earlier reinstatement was not in accordance with Award dated January 23, 2012 and also directed to make payment of wages accordingly. HTL challenged the said order of Execution Court before single bench of Hon’ble Delhi High Court.

Vide order dated August 27, 2018 Single Judge, Delhi High Court dismissed the Writ and directed the Management to reinstate the workmen along with the benefits of “continuity of services” under terms and conditions of the service as before their termination on October 03, 2004. Single Judge further directed the Management to deposit the wages of all the workmen, who have not yet attained the age of superannuation for the period from January 01, 2014 till August 31, 2018 as per the Award with the Executing Court within one month from the date of order.

The Management of HTL filed appeal to the Division Bench against the said judgment dated August 27, 2018 the Division Bench on October 16, 2018 dismissed the appeal on technical / maintainability ground without getting into merits of the matter.

The Management of HTL filed two separate Special Leave Petitions (SLP’s) before the Hon’ble Supreme Court of India. First SLP against the orders dated August 27, 2018 read with order dated September 07, 2018 passed in Review Petition by the Single Judge of Delhi High Court, and the Second SLP challenging the Order dated October 16, 2018 passed by the Division Bench of Delhi High Court, seeking stay of the said judgments. One of the two SLPs was admitted by Apex Court by issueof ‘Notice’ to opposite parties without staying the execution proceeding. However, Hon’ble Supreme Court of India was pleased to direct that “consequential action will, naturally, be subject to the oucome of the Special Leave Petition”. The Second SLP is dismissed considering that the issue will be decided in the first SLP itself.

The Management of HTL issued letters of reinstatements and made payments to the workmen in accordance with order dated December 24, 2018 before the Ld. Execution court against personal Bond for refund of the amount so paid in case Supreme Court decides the matter in its favour. Ld. Execution Court vide order dated March 27, 2019 directed the Management to increase all other benefits including Basic pay and other concomitant benefits as if they had actually been in service and had been serving with the Management since 2004. Further, Management was directed to calculate the wages/salary of the decree holders after giving them notional increase in Basic pay and other related allowances/ benefits. In the meantime, the Management has challenged the order dated March 27, 2019 passed by Ld. Execution Court before Hon’ble High Court of Delhi. The Court issued notice to the Respondents on April 3, 2019 but no stay was granted.

The matter was listed before the Ld. Executing Court for adjudication of the Application dated May 27, 2019 filed by the workmen challenging the transfer order issued to workmen wherein the Court directed HTL to not take any adverse action against the present decree holders on account of their non-joining, pursuant to the transfer letter, from May 29, 2019 onwards and HTL shall not transfer any decree holder anywhere outside the limits of Delhi/NCR till further orders.

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Note 35 : Commitments and contingencies (Contd..)

The HTL again challenged the order dated May 29, 2019 passed by Execution Court, before Delhi High Court vide W.P.(C) 6505/2019 wherein Hon’ble Court issued notice to Workmen for July 15, 2019 along with W.P.(C) 6328/2019 and CM(M) 529/2019.

Accordingly, W.P.(C) 6328/2019, W.P.(C) 6505/2019 and CM(M) 529/2019 were listed before Delhi High Court for arguments on 15th July, 2019 thereby Hon’ble High Court heard the matter and finally sent both parties before the Execution Court to hear all the parties and pass a final order to determine the liability of the judgment debtor in respect of the award in the execution and matters were listed for October 22, 2019 before Delhi High Court.

As the High Court has already directed the Execution Court to pass final order, the Management did not press the pending three petitions and sought to withdraw them with liberty to challenge final order passed by Execution Court in accordance with law and consequently the three Petitions vide its no. W.P.(C) 6328/2019, W.P.(C) 6505/2019 and CM(M) 529/2019 were dismissed as withdrawn on October 22, 2019.

In the meantime, HTL initiated Domestic Enquiry against 25 Workmen who were reinstated in January, 2019 on grounds of misconduct & absenteeism. The said Enquiry reports finding are against Workmen. Subsequently, show cause notices have been sent to concerned 25 Workmen. In accordance with the said report, four workmen who were not physically capable to do work have been terminated in accordance with due procedure of law.

Since the Execution Court stayed the transfer order of the Workmen outside Delhi NCR, the Management transferred the workmen to various location within Delhi NCR. The Workmen joined the location and attended the training but after the training they stopped coming on duty. The Management informed the Workmen that if they do not join duty at the transferred locations their salaries will not be payable. Hence in accordance with order dated September 5,2019 passed by the Hon’ble Execution Court no salaries are being paid to Workmen w.e.f. September 9, 2019 on no work no pay principle.

In the mean time, few applications were filed by Decree Holders before Execution Court and the replies to the applications have been filed by the HTL. The matter before Execution Court is listed for arguments wherein Ld. Execution Judge relisted the matter for 08.12.2020 for physical hearing and in case 08.12.2020 happens to be not the day of physical hearing of the Court then the matter would be adjourned for next immediate date of physical hearing.

On the issue of back wages, the workmen also filed Writ Petition against the order of Ld. Execution Court dated October 08, 2012 denying them back wages. This issue of Back wages is finally decided by Hon’ble Supreme Court vide order dated August 1, 2016 holding that back wages are not payable.

Another small group of workmen filed another SLP (C) No. 28705/2015 challenging the same order of Division Bench, Delhi High Court, virtually on same grounds, which is pending for hearing though there is a likely hood of same fate as of another SLP. The workmen thereafter filed a fresh Writ Petition before the single bench of Delhi High Court challenging the award dated January 23, 2012 to the extent of denial of back wages and concomitant benefits. The said Writ Petition was dismissed vide order dated October 3, 2016 on the ground of Res- judicata and on account of delay or latches. The judgment of the Single Bench of Delhi High Court was challenged by the workmen before Division Bench of High Court, wherein notice was issued to the Company. The said matter is now listed on August 10, 2020 for final arguments before the Division Bench.

Since the issue of Back wages has been decided by Hon’ble Supreme Court and the Single Judge of the Hon’ble Delhi High Court, the Company does not expect a material adverse outcome in the current round of litigation.

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Note 36 : Related party transactions

Following are the related parties and transactions entered with related parties for the relevant financial year :

i) List of related parties and relationships:-

Parties having direct or indirect control over the Company (Holding Company)	Earthstone Holding (Two) Private Limited* (Ultimate controlling party is the Promoter Group) The Hindustan Times Limited(HTL)
Subsidiaries (with whom transactions have occurred during the year)	Hindustan Media Ventures Limited Next Radio Limited (w.e.f. April 15,2019) Next Mediaworks Limited (w.e.f. April 15,2019) HT Music and Entertainment Company Limited Firefly e-Ventures Limited HT Digital Media Holdings Limited HT Mobile Solutions Limited HT Overseas Pte. Limited HT Education Limited HT Learning Centers Limited Shine HR Tech Limited HT Global Education Private Limited (formerly Known as HT Global Education) India Education Services Private Limited Topmovies Entertainment Limited
Fellow subsidiary (with whom transactions have occurred duringtheyear)	Digicontent Limited (formerly known as HT Digital Ventures Limited) HT Digital Streams Limited
Entities which are post employment benefits plans. (with whom transactions have occurred duringtheyear)	HT Media Limited Working Journalist Gratuity Fund HT Media Limited Non Journalist & Other Employees Gratuity Fund
Key Management Personnel	Mrs. Shobhana Bhartia (Chairperson & Editorial Director) Mr. Praveen Someshwar (Managing Director & CEO w.e.f. August 1, 2018) Mr. Priyavrat Bhartia (Non- Executive Director) Mr. Shamit Bhartia (Ceased to be Non- Executive Director w.e.f December 30, 2019 and re-appointed w.e.f March 31, 2020) Mr. Dinesh Mittal (ceased to be Whole Time Director w.e.f. August 8, 2018) Mr. K. N. Memani ( ceased to be Non-Executive Independent Director w.e.f April 1, 2019) Ms. Aruna Sundararajan (appointed as Non-executive Independent Director w.e.f March 31, 2020 and ceased to be Non-executive Independent Director w.e.f. June 15, 2020)

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Note 36 : Related party transactions (contd..)

Key Management Personnel	Ms. Sindhushree Khullar (appointed as Non-executive Independent Director w.e.f May 10, 2019 and ceased to be Non-executive Independent Director w.e.f. September 30, 2019) Mr. Ajay Relan (Non-Executive Independent Director) Mr. Vivek Mehra (Non-Executive Independent Director) Mr. Vikram Singh Mehta(Non-Executive Independent Director)
Relative of Key Management Personnel (with whom transactions have occurred during the year)	Mrs. Nutan Mittal (Relative of Mr. Dinesh Mittal) who ceased to be Whole Time Director w.e.f. August 8, 2018)

*Earthstone Holding (Two) Private Limited (formerly known as Earthstone Holding (Two) Limited) is the holding Company of The Hindustan Times Limited.

ii) Transactions with related parties

Refer note 36 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free (other than Inter corporate deposit given and taken) and settlement occurs in cash.

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tal	March 31, 2019	14 1,455 1,702 304 1,834 330 1 84 139 1 929 - - 654
To	March 31, 2020	5 2,356 956 288 1,603 580 1 4 134 1 1,137 87 38 654
s which post yment t plans	March 31, 2019	- - - - - - - - - - - - - -
Entitie are emplo benefi	March 31, 2020	- - - - - - - - - - - - - -
tives Key gerial onnel P's)	March 31, 2019	- - - - - - - - - - - - - -
Rela of Mana Pers (KM	March 31, 2020	- - - - - - - - - - - - - -
ey gerial onnel P's) / ctors note B)	March 31, 2019	- - - - - - - - - - - - - -
K Mana Pers (KM Dire (refer	March 31, 2020	- - - - - - - - - - - - - -
diaries	March 31, 2019	14 1,455 1,650 304 165 330 1 - - 1 25 - - 654
Subsi	March 31, 2020	5 2,356 775 288 278 580 1 4 - 1 131 - 38 654
ow diaries note D)	March 31, 2019	- - 44 - 1,669 - - 84 - - 904 - - -
Fell Subsi (refer	March 31, 2020	- - 176 - 1,325 - - - - - 1,006 87 - -
ding pany	March 31, 2019	- - 8 - - - - - 139 - - - - -
Hol Com	March 31, 2020	- - 5 - - - - - 134 - - - - -

Trusted Voice of Evolving India 171

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tal	March 31, 2019	343 274 295 333 2,193 33 93 1,219 14 1,588 274 - 11,461
To	March 31, 2020	393 216 380 744 2,073 32 85 1,045 - 1,610 2,200 1,384 9,934
s which post yment t plans	March 31, 2019	- - - - - - - - - - - - -
Entitie are emplo benefi	March 31, 2020	- - - - - - - - - - - - -
tives Key gerial onnel P's)	March 31, 2019	- - - - - - - - 14 - - - -
Rela of Mana Pers (KM	March 31, 2020	- - - - - - - - - - - - -
ey gerial onnel P's) / ctors note B)	March 31, 2019	- - - - - - - 1,219 - - - - -
K Mana Pers (KM Dire (refer	March 31, 2020	- - - - - - - 1,045 - - - - -
diaries	March 31, 2019	343 274 171 235 2,193 33 93 - - 29 274 - -
Subsi	March 31, 2020	393 216 311 627 2,073 32 85 - - 29 2,200 - -
ow diaries note D)	March 31, 2019	- - 29 98 - - - - - - - - 11,461
Fell Subsi (refer	March 31, 2020	- - 69 117 - - - - - - - 1,384 9,934
ding pany	March 31, 2019	- - 95 - - - - - - 1,559 - - -
Hol Com	March 31, 2020	- - - - - - - - - 1,581 - - -

172 Annual Report 2019-20

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tal	March 31, 2019	2,670 415 57 12 1,250 29,800 - 49 151 10 20
To	March 31, 2020	632 496 26 11 1,460 3,325 30,030 38 - - -
s which post yment t plans	March 31, 2019	- - - - - - - - 151 - -
Entitie are emplo benefi	March 31, 2020	- - - - - - - - - - -
tives Key gerial onnel P's)	March 31, 2019	- - - - - - - - - - -
Rela of Mana Pers (KM	March 31, 2020	- - - - - - - - - - -
ey gerial onnel P's) / ctors note B)	March 31, 2019	- - - - - - - 49 - - -
K Mana Pers (KM Dire (refer	March 31, 2020	- - - - - - - 38 - - -
diaries	March 31, 2019	51 298 57 12 1,250 29,800 - - - 10 20
Subsi	March 31, 2020	83 413 26 11 1,460 3,325 30,030 - - - -
ow diaries note D)	March 31, 2019	16 117 - - - - - - - - -
Fell Subsi (refer	March 31, 2020	19 83 - - - - - - - - -
ding pany	March 31, 2019	2,603 - - - - - - - - - -
Hol Com	March 31, 2020	530 - - - - - - - - - -

Trusted Voice of Evolving India 173

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tal	March 31, 2019	210 - 107 - - 200 647 37,197
To	March 31, 2020	- 60 279 674 30,000 - 647 858
s which post yment t plans	March 31, 2019	- - - - - - - -
Entitie are emplo benefi	March 31, 2020	- - - - - - - -
tives Key gerial onnel P's)	March 31, 2019	- - - - - - - -
Rela of Mana Pers (KM	March 31, 2020	- - - - - - - -
ey gerial onnel P's) / ctors note B)	March 31, 2019	- - - - - - - -
K Mana Pers (KM Dire (refer	March 31, 2020	- - - - - - - -
diaries	March 31, 2019	210 - 107 - - 200 - 37,197
Subsi	March 31, 2020	- 60 279 674 30,000 - - 858
ow diaries note D)	March 31, 2019	- - - - - - - -
Fell Subsi (refer	March 31, 2020	- - - - - - - -
ding pany	March 31, 2019	- - - - - - 647 -
Hol Com	March 31, 2020	- - - - - - 647 -

174 Annual Report 2019-20

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(HLacs)	SL No Transactions for the year ended March 31, 2020 Holding Company Fellow Subsidiaries (refer note D) Subsidiaries Key Managerial Personnel (KMP's) / Directors (refer note B) Relatives of Key Managerial Personnel (KMP's) Entities which are post employment benefit plans Total	March March March March March March March March March March March March March March	31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,	2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019		Balance outstanding as on 31-03-2020	48 Investment in shares (including premium) - - - - 59,998 66,314 - - - - - - 59,998 66,314	49 Trade & other receivables (including 1,904 1,850 - - 1,084 1,344 - - - - - - 2,988 3,194	advances given)	50 Trade payables including other payables 99 865 2,297 4,707 1,770 464 - - - - - - 4,166 6,036	51 Inter corporate deposit taken & interest - - - - 3,117 30,047 - - - - - - 3,117 30,047	accrued on it	52 Inter corporate deposit given & interest - - 9,916 9,010 - 1,272 - - - - - - 9,916 10,282	accrued on it	53 Security deposits received by the - - - - 516 238 - - - - - - 516 238	Company	54 Security deposits given by the Company 2,505 4,991 - - 575 635 - - - - - - 3,080 5,626	Note A- The transactions above do not include service tax, vat, GST etc.	Note B- Key Managerial Personnel who are under the employment of the Company are entitled to post employment benefits and other long term employee benefits	recognized as per Ind AS 19 - ‘Employee Benefits’ in the standalone financial statements. As these employee benefits are lump sum amounts provided on the basis of	actuarial valuation, the same is not included above.	Note C- Refer note 35 for corporate guarantees and letter of support given for/on behalf of subsidiaries.

Trusted Voice of Evolving India 175

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for the year ended March 31, 2020

Note 37 : Segment information

For the purpose of management review, the Company is organized into business units based on the nature of products and services and has three reportable segments, as follows:

- Printing and publication of newspapers & periodicals

Radio broadcast and all other related activities through its Radio channels operating under brand name ‘Fever 104’ , 'Fever' and ‘Radio Nasha 107.2’ in India.
Digital - Business of providing internet related services through a job portal Shine.com.

Information about major customers:

No single customer represents 10% or more of the Company’s total revenue during the year ended March 31, 2020 and March 31, 2019.

The Chief Operating Decision Maker (CODM) of the Company monitors the operating results of above-mentioned business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Company's financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

The geographical revenue is allocated based on the location of the customers. The Company primarily caters to the domestic market and hence it has been considered as to be operating in a single geographical location.

The financial information for these reportable segments has been provided in Consolidated Financial statements as per Ind-AS 108 - Operating Segments.

Note 38 : Hedging activities and derivatives

Derivatives not designated as hedging instruments

The Company uses foreign exchange forward contracts, call spread option, interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts are not designated as cash flow hedges other than Euro 30 Million FCNR Loan and are entered into for periods consistent with underlying transactions exposure.

Derivatives designated as hedging instruments

The Company has taken Euro 30 Million FCNR loan with floating rate of interest. The Company has taken Call Spread option to mitigate foreign currency risk in relation to repayment of principal amount of Euro 30 Million and Interest Rate Swap (floating to fixed) to mitigate interest rate risk. The Company designates (Cash Flow Hedge):

Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of principal amount in relation to FCNR Loan availed in Euro.
Interest Rate Swap (floating to fixed) to hedge interest rate risk in respect of floating rate of interest in relation to FCNR Loan.

176 Annual Report 2019-20

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Note 38 : Hedging activities and derivatives (Contd..)

For year ended March 31, 2020

Disclosure of effects of hedge accounting on financial position for the year ended March 31, 2020:

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(H Lacs)
Nominal value Carrying amount of
(Notional amount hedging instrument Average
Type of Line item in balance
being used Hedge strike rate
hedge and Assets sheet that includes Maturity
to calculate Liabilities ratio of hedging
risks in J hedging instrument
payments made on in J Lacs instrument
Lacs
hedge instrument )
Cash flow
hedge
Foreign
exchange
risk
Foreign Euro 30 Million 382 - February 6,2019 1:1 82.4486
currency to February 4,
options 2022
Fixed
Interest
rate
Interest rate
risk
Interest Euro 30 Million - 141 Financial Liability at February 6,2019 1:1 2.27%
rate swap FVPL to February 4,
2022
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(H Lacs)
Amount
Line item in Amount
Changes in reclassified Line item Line item
statement of reclassified
fair value Hedge from affected in Cost of affected in
profit and loss from cost
of hedging ineffectiveness cash flow statement of Hedging statement of
Type of hedge and risks that includes of hedging
instrument recognised in hedging profit and loss recognised profit and loss
recognised reserve to
recognised profit or (loss) reserve to because of the in OCI because of the
hedge profit or
in OCI profit or reclassification reclassification
ineffectiveness loss
loss
Cash flow hedge
Foreign exchange risk
Foreign currency options 382 - 382 Foreign 498 914 Finance Cost
exchange loss
Interest rate risk
Interest rate swap 4 -
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for the year ended March 31, 2020

Note 38 : Hedging activities and derivatives (Contd..)

Disclosure of effects of hedge accounting on financial position for the year ended March 31, 2019:

(H Lacs)

Type of hedge and risks	Nominal value (Notional amount being used to calculate payments made on hedge instrument)	Nominal value (Notional amount being used to calculate payments made on hedge instrument)	Nominal value (Notional amount being used to calculate payments made on hedge instrument)	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Carrying amount of hedging instrument Line item in balance sheet that includes hedging instrument Maturity Hedge ratio Assets inJ Lacs Liabilities inJLacs - - February 6,2019 to February 4, 2022 1:1 - 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1	Average strike rate of hedging instrument 79.7056 Fixed Interest rate 2.27%
				Assets inJ Lacs
Cash flow hedge Foreign exchange risk Foreign currency options Interest rate risk Interest rate swap	Euro 30 Million Euro 30 Million			- -	- February 6,2019 to February 4, 2022 1:1 137 Financial Liability at FVPL February 6,2019 to February 4, 2022 1:1
										(HLacs)
Type of hedge and risks		Changes in fair value of hedging instrument recognised in OCI	Hedge ineffectiveness recognised in profit or (loss)		Line item in statement of profit and loss that includes recognised hedge ineffectiveness	Amount reclassified from cash flow hedging reserve to profit or loss	Line item affected in statement of profit and loss because of the reclassification	Cost of Hedging recognised in OCI	Amount reclassified from cost of hedging reserve to profit or loss	Line item affected in statement of profit and loss because of the reclassification
Cash flow hedge Foreign exchange risk Foreign currency options Interest rate risk Interest rate swap		- 137	1,264 -		Foreign Exchange Gain	-		1,504	132	Finance Cost

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Note 38 : Hedging activities and derivatives (Contd..)

Movements in cash flow hedging reserve and costs of hedging reserve during the year ended March 31, 2019 and March 31, 2020 :

(H Lacs)

			(HLacs)
Risk category	Foreign currency risk	Interest rate risk	Total
Derivative instruments	Foreign currency options	Interest rate swaps
As at April 1, 2018 Add: Changes in fair value of interest rate swaps Less: Amounts reclassified to profit or loss As at March 31, 2019 (before tax) Less: Deferred tax relating to FY 18-19 As at March 31, 2019 (after tax) Add: Changes in intrinsic value of foreign currency options Add: Changes in fair value of interest rate swaps Less: Amounts reclassified to profit or loss As at March 31, 2020 (before tax) Less: Deferred tax relating to FY 19-20 As at March 31, 2020(after tax)	-	-	-
	- - - -	(137) - (137) (48)	(137) - (137) (48)
	-	(89)	(89)
	382 - (382) - -	- (4) - (93) (1)	382 (4) (382) (93) (1)
	-	(92)	(92)

	(HLacs)
	Foreign currency risk
	Foreign currency options
Costs of hedging reserve As at April 1, 2018 Add: Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts Less: Amount reclassified from cost of hedging reserve to profit or loss As at March 31, 2019 (before tax) Less: Deferred tax relating to FY 18-19 As at March 31, 2019 (after tax) Add: Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts Less: Amount reclassified from cost of hedging reserve to profit or loss As at March 31, 2020 (before tax) Less: Deferred tax relating to FY 19-20 As at March 31, 2020(after tax)
	-
	(1,504) 132 (1,372) (479)
	(893)
	498 914 519 494
	25

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Note 38 : Hedging activities and derivatives (Contd..)

Hedge Effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Group performs a qualitative assessment of effectiveness. As all critical terms matched during the year, the economic relationship was 100% effective.

Note 39 : Fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the companies financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:


Particulars	Carrying value	Fair value Fair Value measurement hierarchy level March 31, 2020 March 31, 2019 JLacs JLacs
	March 31, 2020 March 31, 2019
	JLacs JLacs
Financial assets measured at fair Value through profit & loss (FVTPL) Investment in mutual funds and fixed maturity plans- Quoted (refer note 6B) Investment in venture capital funds- Unquoted (refer note 6B) Investment in equity instruments and warrants- Quoted (refer note 6B) Investment in equity instruments and warrants- Unquoted (refer note 6B) Investment in equity instruments and warrants- Unquoted (refer note 6B) Investment in preference shares- Unquoted (refer note 6B) Investment in debt instruments - Unquoted (refer note 6B) Investment in debt instruments - Unquoted (refer note 6B) Financial assets measured at fair value through other comprehensive income Forex derivative contract (designated as hedge) (refer note 6D) Investment in equity instruments Quoted (refer note 6B)	44,293 105,727 8,815 5,855 217 1,149 1,085 - 1,478 2,634 - 1,149 597 930 - 146 382 - 19 -	44,293 105,727 Level 1 8,815 5,855 Level 2 217 1,149 Level 1 1,085 - Level 2 1,478 2,634 Level 3 - 1,149 Level 3 597 930 Level 3 - 146 Level 2 382 - Level 2 19 - Level 1

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Note 39 : Fair values (Contd..)


Particulars	Carrying value	Fair value	Fair Value measurement hierarchy level
	March 31, 2020 March 31, 2019	March 31, 2020 March 31, 2019
	JLacs JLacs	JLacs JLacs
Financial assets measured at amortised cost Investment in bonds- Quoted (refer note 6B) Investment in bonds- Unquoted (refer note 6B) Financial assets- loan (refer note 6C) Margin money (held as security in form of fixed deposit) (refer note 6D) Financial liabilities measured at amortised cost FCNR loan from bank including current maturities of long term borrowing clubbed under "Other current financial liabilities" (refer note 14A) Liability-Premium call option (refer note 14C) Financial liabilities measured at fair value through profit and loss Derivative contract not designated as hedge (refer note 14C) Derivative contract designated as hedge(refer note 14C)	- 206 - 2,500 11,694 15,532 21 112 24,926 23,885 1,195 2,008 - 29 141 137	- 223 - 2,500 11,694 15,532 21 112 24,926 23,885 1,195 2,008 - 29 141 137	Level 1 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2

The management assessed that fair value of trade receivables, cash and cash equivalents, other bank balances, other current non- derivative financial assets, short- term borrowings, trade payables and other current non- derivative financial liabilities approximate their carrying amounts that are reasonable approximations of fair value largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

The fair values of Long term interest-bearing borrowings and loans are determined by using Discounted Cash Flow(DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk was assessed to be insignificant.
The fair values of the investment in unquoted equity shares/ debt instruments/ preference shares have been estimated using a Discounted Cash Flow (DCF) model and/or comparable investment price such as last round of funding made in the investee Company. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted investments.
Investments in quoted mutual funds/bonds being valued at Net Asset Value.
Investments in venture capital funds are valued using valuation techniques, which employs the use of market observables inputs and the assessment of Net Asset Value.
Investments in quoted equity shares are valued at closing price of stock on recognized stock exchange.

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Note 39 : Fair values (Contd..)

The Company enters into derivative financial instruments such as Interest rate swaps, Coupon only swap, Call Spread Options, foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The Company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.
The loans and investment in bonds are evaluated by the Company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counterparty. Based on this evaluation, allowances are taken into account for the expected losses.
Fixed bank deposits with more than 12 months maturity has been derived basis the interest accrued on fixed deposits upto the balance sheet date.
Investment in quoted bonds and are recorded at amortised cost. Fair value of quoted bonds are determined basis the closing price of the bonds on recognised stock exchange.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2020 and March 31, 2019 are as shown below: Description of significant unobservable inputs to valuation as at March 31, 2020:

Particulars	Valuation technique	Significant unobservable inputs	Range (weighted average)	Impact of Increase to fair value (JLacs )	Impact of Decrease to fair value (JLacs )
Investment in unquoted debt/ equity/preference instruments at Level 3	Discounted cash flow	Weighted average cost of capital (+/- 1%)	20%- 22%	(26)	33
		Terminal growth rate (+/- 1%)	4%	18	(14)
		Volatility (+/- 5%)	41%- 51%	33	(31)
		Discount for lack of marketability (+/- 5%)	15%	(43)	43
		Environment Risk (+/- 5%)	20%	(130)	129
		EV/Revenue Multiple (+/- 5%)	1.3X-2.5X	15	(16)

Description of significant unobservable inputs to valuation as at March 31, 2019:

Particulars Valuation technique Significant unobservable inputs	Range (weighted average) Impact of Increase to fair value (Jlacs)	Impact of Decrease to fair value (Jlacs)
Investment in unquoted debt/ equity/preference instruments at Level 3* Discounted cash flow Weighted average cost of capital (+/- 1%) Terminal growth Rate(+/- 1%)	17.50% (177) 5% 147	225 (113)

The sensitivity analysis disclosures in relation to certain equity instruments and preference shares investments classified at FVTPL is not been disclosed since the management believes that there is no movement in the fair value on the reporting date.

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Note 39 : Fair values (Contd..)

Reconciliation of fair value measurement of investment in unquoted equity shares/ preference shares/ debentures measured at FVTPL (Level III) :

Particulars	Total Jlacs
As at April 1, 2018 Purchases Impact of fair value movement Transfers As at March 31, 2019 Purchases Impact of fair value movement Transfers As at March 31, 2020	3,216
	2,634 (1,137) -
	4,713
	- (1,453) (1,185)
	2,075

*During the year an Investment having book value of H 1,185 lacs (previous year Nil) has been transferred from Level 3 to Level 2. Certain securities were valued basis Discounted Cash Flow (DCF) model (Level 3) during the previous year. The same has been valued during the current year basis observable data (Level 2).

Note 40: Financial risk management objectives and policies

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to support its operations. The Company’s principal financial assets other than derivatives comprise investments, loans given, trade and other receivables and cash and cash equivalents that derive directly from its operations. The Company also enters into foreign exchange derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the mitigation of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarized below:-

I Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analyses in the following sections relate to the position as at March 31, 2020 and March 31, 2019.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2020 and March 31, 2019.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The companies exposure to the risk of changes in market interest rates relates primarily to the FCNR Borrowings with floating interest rates.

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Note 40: Financial risk management objectives and policies (Contd..)

The Company manages interest rate risk by taking interest rate swap (floating to fixed). Refer note 38 for details.

The SensitivityAnalysis for impact on OCI in relation to interest rate swap-	The SensitivityAnalysis for impact on OCI in relation to interest rate swap-
Particulars	MTM Valuation	Impact on OCI (Jlacs)
Interest rate swap	10% -10%	0 (0)

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency, etc.

The Company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option contracts. These transactions generally relates to purchase of imported newsprint & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the underlying exposure.

Foreign currency sensitivity-Unhedged Foreign Currency Exposure

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

(H Lacs)

					(HLacs)	(HLacs)
	Outstanding Balances (Foreign Currency in lacs)		Change in Foreign Currency Rate		Effect on profit before tax
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019 +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-)1%	March 31, 2020	March 31, 2019
Change in USD rate Trade payables Interest payable-Buyer's credit Borrowings (Buyers credit) Trade receivables Change in GBP rate Investments Change in SGD rate Investments Trade receivables Change in CAD rate Investments Change in Euro rate Trade payables Interest payable-FCNR EURO		33 3 107 6 2 141 - 1 - 1				23 2 74 4 2 72 - 1 - 1
	35		+/(-) 1%		27
	1		+/(-) 1%		1
	138		+/(-) 1%		104
	4		+/(-) 1%		3

	-		+/(-) 1%		-

	158		+/(-) 1%		83
	2		+/(-) 1%		1

	-		+/(-) 1%		-

	1		+/(-) 1%		1
	3		+/(-)1%		2

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Note 40: Financial risk management objectives and policies (Contd..)

(iii) Equity price risk

The Company invests in listed and non-listed equity securities which are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Investment Committee reviews and approves all equity investment decisions (refer note 39).

(2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and Other Financial Assets at amortised cost

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 10A and note 6D. The Company does not hold collateral as security.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank loans & liquid MF Investments. ~81% of the Company’s borrowings will mature in less than one year at March 31, 2020 (March 31, 2019: ~82%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

For further details refer note 52.

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Note 40: Financial risk management objectives and policies (Contd..)

The table below summarizes the maturity profile of the Company’s financial liabilities

			(HLacs)
	Within 1year	More than 1year	Total
As at March 31, 2020 Borrowings (refer note 14A) Lease liabilities (refer note 14E) Trade and other payables (refer note 14 B) Other financial liabilities (refer note 14 C) As at March 31, 2019 Borrowings (refer note 14A) Trade and other payables (refer note 14 B) Other financial liabilities(refer note 14 C)	42,155 3,058 20,273 37,330 108,710 22,905 40,075	12,463 6,415 - 424 23,280 - 1,116	54,618 9,473 20,273 37,754 131,990 22,905 41,191

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfill the collateral requirements for Borrowing. At March 31, 2020 & March 31, 2019, the invested values of the Investment in Mutual Funds pledged were H36,000 lacs & H 36,400 lacs, respectively. The counterparties have an obligation to return the securities to the Company and the Company has an obligation to repay the borrowing to the counterparties upon maturity/ Due Date. There are no other significant terms and conditions associated with the use of collateral. Securities except pledge given against outstanding Bank facilities details is provided in borrowing note.

Note 41: Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves . The primary objective of the Company’s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio ,which is net debt divided by total capital and net debt. The Company includes within net debt, interest bearing loans and borrowings, interest accrued on borrowings, less cash and cash equivalents and other bank balances.

(H Lacs)

Particulars	March 31, 2020	March 31, 2019
Borrowings including current maturity of long term borrowing (refer note 14A) Interest accrued on borrowings (refer note 14C ) Less : Cash & cash equivalents (refer note 10B) Less : Other bank balances(refer note 10C) Net Debt Equity & other equity Total capital Gearing ratio	67,080	132,595 637 7,274 4,751
	345
	2,374
	2,087
	62,964	121,207
	122,116	162,188
	185,080	283,395
	34%	43%

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Note 41: Capital management (Contd..)

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. The Company has satisfied all financial debt covenants prescribed in the terms of bank loan for the year ended March 31, 2020 and March 31, 2019 except Total Debt to EBIDTA ratio for FCNR loan taken from Citibank in March 31, 2019. Required waiver approval dated April 15, 2019 has been obtained from Citibank to condone the non-compliance and non-adherence of the Total Debt to EBITDA Ratio for financial condition test till FCNR loan maturity.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2020 and March 31, 2019.

Note 42: Standards issued but not yet effective

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020.

Note 43 : Based on the information available with the Company, Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006

Enterprises as defined under the MSMED Act, 2006
		(HLacs)
Particulars	31-Mar-20	31-Mar-19
Principal amount Interest due thereon at the end of the accounting year The amount of interest paid by the buyer in terms of Section 16, of the MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year The amount of interest due and payable for the year for delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under MSMED Act, 2006. The amount of interest accrued and remaining unpaid at the end of the accounting year The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under Section 23 of MSMED Act,2006.	208	129 3 - - 3 -
	2
	-
	-
	2
	-

Note 44

The Company has consolidated the financial statements of HT Media Employee Welfare Trust ("Trust") in its standalone financial statements. Accordingly, the amount of loan of H 2,004 lacs (previous year H 2,004 lacs outstanding in the name of Trust in the books of the Company at the year end has been eliminated against the amount of loan outstanding in the name of Company appearing in the books of Trust at the year end. The investment of H 1,896 lacs (previous year H 2,022 lacs) made by the Trust in the equity shares of the Company (through secondary market) has been shown as deduction from the Share Capital to the extent of face value of the shares [H 44 lacs (previous year H 44 lacs)] and Securities Premium Account to the extent of amount exceeding face

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Note 44 (Contd..)

value of equity shares [H 1,852 lacs (previous year H 1,978 lacs )]. The investment of H 19 lacs made by the Trust in the equity shares of Digicontent Limited has been shown as Investments at fair value through other comprehensive income Further, the amount of dividend of H 9 lacs (previous year H 9 lacs) received by the Trust from the Company during the year end has been added back to the surplus in the Statement of Profit and Loss.

Note 45

Capital advances include H 119 lacs (previous year: H 119 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 & Phase III).

Note 46 : Disclosure required under section 186(4) of the Companies Act, 2013

Included in loans and advances, loans to employee stock option trust and loan to subsidiary the particulars of which are disclosed in below as required by Sec 186(4) of Companies Act 2013:

						(HLacs)
Name of the Loanee	Rate of Interest	Due Date	Secured/ Unsecured	Purpose of Loan	March 31, 2020	March 31, 2019
HT Group Companies- Employee Stock Option Trust HT Media Employee Welfare Trust Digicontent Limited (fellow subsidiary) HT Learning Centers Limited (subsidiary)*	Interest Free Interest Free 11% p.a. compounded annually 9.65% p.a. compounded annually	NA NA On or before 60 months from the date of disbursement. On or before 60 months from the date of disbursement.	Unsecured Unsecured Unsecured Unsecured	Refer note 34 Refer note 34 To make strategic investment in HT Digital Streams Limited (HTDS) by way of acquiring the investment of Hindustan Media Ventures Limited (HMVL) in HTDS and other general corporate purposes. To meet the business requirements and other general corporate purposes	198	198 2,004 8,000 1,250
					2,004
					8,000
					2,710

The company has also given Corporate Guarantee amounting to H 4,082 lacs(previous year: Nil) to bank on behalf of Next Radio Limited (refer note 35).

*The loan given to HT Media Employee Welfare Trust has been eliminated on consolidation of HT Media Employee Welfare Trust in the standalone financial statements of the Company (refer note 44).

** The loan given to HT Learning Centers Limited has been provided during the year ended March 31, 2020 (refer note 28).

For further details of loans and advances provided to related parties, refer note 36A

Details of Investments made are given under note 6A

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Note 47

On April 9, 2019, HT Media Limited (the Company) acquired 14.18% of the fully diluted voting equity share capital of Next Mediaworks Limited pursuant to an open offer under the SEBI (SAST) Regulations and on April 15, 2019 acquired 36.82% of the fully diluted voting equity share capital of Next Mediaworks Limited from the promoters and members of the promoter group of Next Mediaworks Limited (refer note 6A).

Next Mediaworks Limited and its subsidiaries have become subsidiaries of the Company effective April 15, 2019. NMW carries out business of Radio Broadcast and Entertainment through its subsidiary Next Radio Limited. During the year, the Company also acquired 48.6% equity stake in Next Radio Limited.

Note 48: Details of CSR expenditure

Pursuant to the applicability of CSR (Corporate Social Responsibility) provisions of the Companies Act, 2013 the Company has made the requisite expenditure towards CSR as per details below :

(a) Gross amount required to be spent by the Company during the year is H 150 lacs (March 31, 2019 - H 281 lacs)
(b) Details of amount spent during the year ended March 31, 2020

			(HLacs)
Sr. No.	Particulars	Amount spent/ contributed on the projects or programmes	Amount spent : Direct or through implementing agency
1 2 3 Total	Promoting education including special education & employment enhancing vocation skills specially among children, women elderly, the differently abled and livelihood enhancement projects Preventive care & Disaster management including relief, rehabilitation and reconstruction activities Promoting education	75 19 50	Through Shine Foundation# Direct Through HTFFC
		144

			(HLacs)
Sr. No.	Particulars	Amount spent/ contributed on the projects or programmes	Amount spent : Direct or through implementing agency
1 2 3	Promoting Education including special education & employment enhancing vocation skills specially among children, women elderly, the differently abled and livelihood enhancement projects Promoting education-Scholarship Based on Merit Scholarship Based on Merit for promoting education	100 55 20	Through Shine Foundation# Direct* through HT Foundation for change( HTFFC)#

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Note 48: Details of CSR expenditure (Contd..)

			(HLacs)
Sr. No.	Particulars	Amount spent/ contributed on the projects or programmes	Amount spent : Direct or through implementing agency
4 5 Total	Promoting education Promoting education to build engagement and create awareness around stubble burning issue in certain locations	60 50	through HTFFC# through HTFFC#
		285

*included in Advertisement and sales promotion expense under note 27

included in donation expense under note 27

Note 49 : Details of Loans and Advances to subsidiaries, associates and firm/companies in which directors are interested (as required by Regulation 34(3) of (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Regulations, 2015)
		(HLacs)
Particulars	31-Mar-20	31-Mar-19
Loans and Advances to subsidiaries 1) Digicontent Limited (Fellow subsidiary) (from March 31, 2018 pursuant to scheme of arrangement) - Maximum amount due at any time during the year(including accrued Interest) - Closing Balance at the end of the year 2) HT Learning Center (subsidiary) - Maximum amount due at any time during the year (including accrued Interest) - ClosingBalance at the end of theyear(refer note 28)		9,010 9,010 1,272 1,272

	9,916
	9,916


	2,850
	-

Note 50 : Scheme of Arrangements

A. Reduction of equity share capital of HT Music and Entertainment Company Limited

The Board of Directors of HT Music and Entertainment Company Limited (HTME) [subsidiary of HT Media Limited (HTML)] at its meeting held on April 4, 2019 had approved an application for reduction of share capital of HTME from H 33,400 lacs to H 3,400 lacs by cancelling & extinguishing 30,000 lacs equity shares of H 1 each of HTME held by HTML. The proposal was approved by the equity shareholders of HTME on April 5, 2019, followed by sanction thereof by Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated February 6, 2020 (certified copy of the order received on February 18, 2020). In terms of the said order of NCLT, the paid-up share capital of HTME stands reduced to H 3,400 lacs and HTME returned H 30,000 lacs to it’s shareholder viz. HTML on February 27, 2020. Impact of capital reduction of HTME has been considered in HTML's standalone financial statements for FY 19-20.

B. Scheme of amalgamation between Firefly e-Ventures Limited (FEVL), HT Digital Media Holdings Limited (HTDH), HT Education Limited (HTEL), HT Learning Centers Limited (HTLC), India Education Services Private Limited (IESPL), Topmovies Entertainment Limited (TMEL) with HT Mobile Solutions Limited (HTMSL)

A scheme of amalgamation u/s 230-232 of the Companies Act, 2013 which provides for merger of Firefly e-Ventures Limited (FEVL), HT Digital Media Holdings Limited (HTDMH), HT Education Limited (HTEL), HT Learning Centers Limited (HTLC), India

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Note 50 : Scheme of Arrangements (Contd..)

Education Services Private Limited (IESPL) and Topmovies Entertainment Limited (TMEL) with HT Mobile Solutions Limited (HTMS) (“Scheme”), has been approved by the Board of Directors of respective companies at their meeting held on March 18, 2020. A joint application for sanction of the Scheme was filed before the Hon’ble National Company Law Tribunal, New Delhi Bench (NCLT) on July 14, 2020, and NCLT vide its order dated October 12, 2020 has directed to convene meetings of equity shareholders of FEVL, HTDMH, IESPL and HTMS and unsecured creditors of HTMS on December 7, 2020, while dispensing the requirement to convene meeting(s) of shareholders/creditors of other companies, having received consent therefore from the respective shareholders and creditors. Pending requisite approval(s), impact of the proposed Scheme has not been considered in the financial statements.

Note 51:

Management has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amount of property, plant and equipment, intangible assets, investment properties, investment in subsidiaries, inventories, receivables, other financial and non-financial assets of the Company. In developing the assumptions relating to the possible future uncertainties because of this pandemic, the Company, as at the date of adoption of these standalone financial statements has used internal and external sources of information. The Company has performed sensitivity analysis on the assumptions used, to the extent applicable and based on current factors estimated that the carrying amount of above mentioned assets as at March 31, 2020 will be recovered after recording an impairment loss on intangible assets and impairment loss against investments in subsidiaries and inter-corporate deposits given. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Company’s financial statements will be continuously made and provided for as required. The Company has made provision of H 9,933 lacs against investment in subsidiary (Next Mediaworks Limited and Next Radio Limited) (refer note 6A) and of H 16,061 lacs for impairment of intangible assets (refer note 28(IV)).

Note 52:

The Company has incurred losses in current year and previous year. Further, the Company’s current liabilities exceed current assets as at March 31, 2020. However, the Company has a positive net worth as at March 31, 2020.

The Company believes it’s fully available revolving undrawn credit facilities as at March 31, 2020 and certain other current assets (financial and non-financial) as at March 31, 2020 will enable it to meet its future known obligations due in next year, in the ordinary course of business. The Company also has investments in debt mutual funds, which are liquid are not under any lien, and which presently are classified as non current financial assets and can be monetized, if required.

Further, the Company believes that obligation falling due beyond one year from the reporting date can also be met from various internal and external sources, in the ordinary course of business.

In view of the above, the use of going concern assumption has been considered appropriate in preparation of these standalone financial statements.

Note 53:

The Board of Directors of the Company at its meeting held on July 28, 2020 has approved investment to acquire 100% stake in ‘Mosaic Media Ventures Private Limited’. The Company has entered into Share Purchase Agreement (SPA) dated November 9, 2020 with existing shareholders of ‘Mosaic Media Ventures Private Limited’ to acquire 100% stake. Pending completion of the transaction which shall be post the satisfactory completion of conditions precedent as per the the SPA, the impact of the acquisition has not been considered in the financial statements.

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Note 54 : Note on Revision of Financials

The Company, received a whistleblower complaint (“WB Complaint”) in August 2020 from a named employee of the radio business on his last working day. The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business of the Company. The Company, in accordance with its whistleblower policy, and as confirmed by Audit Committee appointed an independent law firm which worked closely with two independent accounting firms for an in-depth comprehensive review. The said investigation brought out practices indicating the following deficiencies and lapses during financial years 2017-18, 2018-19, 2019-20 and 2020-21:

a. Practice of pre-billing (i.e. billing and booking revenue for services yet to be consumed/ delivered) resulting in reporting of higher revenue in financial statements. Such billing remained unconsumed/ undelivered.
b. Potential manipulation of debtor ageing by issuance of inappropriate credit notes and additional invoices to avoid higher provisioning for bad debts.
c. Circulating improper balance confirmation requests (by including invoices without delivery/ requests for advertisement) to customers (with such balances either remaining unconfirmed or disputed) resulting in reporting higher revenue.
d. Potentially improper credit approvals including forced/ credit approval under protest at the instructions of senior management of the Radio business.

Further, based on a very detailed investigation performed, the investigating team and the management concluded that the above mentioned findings were confined to a stream of revenue (‘pure money’) of radio business of the Company only and were not pervasive across other financial statement captions. The said investigation did not reveal existence of any personal profiteering or siphoning of funds or embezzlement or misappropriation of funds.

The final findings of the investigation have been presented to the Audit Committees and Board of Directors of the Company, including multiple status update briefings in the interim. The Audit Committee have considered the report. The management has also placed before the Audit Committee an action plan for (a) strengthening internal financial controls and systems; (b) centralizing the revenue assurance function; (c) a plan for integration of IT systems used in the radio business; and (d) recommendations from Chief HR Officer to bring about changes in HR policies and practices with emphasis on adoption of better ethical codes and practices. The Audit Committees have also made their recommendations for action against the employees involved in the wrongdoings to the respective Board of Directors for their consideration. The Board of Directors have considered and accepted the said investigation report and are in the process of taking appropriate steps in the best interest of the Company and its various stakeholders.

As an outcome of said investigation, the Company has revised its standalone financial statements for the year ended March 31, 2020 which were earlier approved by the Board of Directors on June 26, 2020.

The Company has made an assessment of and believes that it has provided for the financial impact arising from the this matter including non-compliances with laws and regulations, to the extent identified and believes that the additional financial impact, if any, arising from adjustments due to instances other than those identified is not expected to be material.

These deficiencies, along with their consequential impact, have led to identification that the Company needs to further strengthen its internal control environment, in order to minimize the instances of overriding of certain internal controls by senior management officials. The Company is taking necessary action to address these material weaknesses including tightening of internal controls.

The findings of the investigation have direct (as quantified in the investigation report) and consequential impact on certain other financial statement captions.

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Note 54 : Note on Revision of Financials (Contd..)

The impact of the anomalies recorded in the revised standalone financial statements and also affirmed by the aforesaid investigation is as below:

In Statement of Profit and Loss Account

In Statement of Profit and Loss Account
			(HLacs)
Financial statement caption	Original	Revision on account of investigation	Revised
	Year ended March 31, 2020
Revenue from operations	124,333 (1,829)		122,504

Further, the revised standalone financial statements have also recognised the impact of adjusting events occurring after the reporting period (including the period after the date of approval of pre-revised financial statements (June 26, 2020) till date of approval of the revised standalone financial statements i.e. November 27, 2020), which are significantly impacted by present economic and market conditions including COVID-19. These adjustments are as follows:

In Statement of Profit and Loss Account

In Statement of Profit and Loss Account
				(HLacs)
Financial statement caption	Original issued financial statements	Revision on account of investigation as mentioned above	Consequential and other impact	Revised financial statements
		Year ended March 31, 2020
Total Revenue Total Expenses Exceptional items loss Loss before tax Tax expense Loss after tax	136,994	(1,829)	47	135,212
	135,504	-	(1,308)	134,196
	(27,078)	-	(17,196)	(44,274)
	(25,588)	(1,829)	(15,841)	(43,258)
	991	-	(4,981)	(3,990)
	(26,579)	(1,829)	(10,860)	(39,268)

In Balance Sheet

In Balance Sheet
			(HLacs)
Financial statement caption	Original issued financial statements	Revision Impact	Revised financial statements
		As at March 31, 2020
Intangible Assets Investment in subsidiaries Deferred tax assets (net) Trade receivables Cash and cash equivalents Other current financial assets	33,033	(16,061)	16,972
	26,147	(1,135)	25,012
	3,937	5,156	9,093
	25,972	(3,374)	22,598
	2,649	(275)	2,374
	1,185	3	1,188

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Note 54 : Note on Revision of Financials (Contd..)

			(HLacs)
Financial statement caption	Original issued financial statements	Revision Impact	Revised financial statements
		As at March 31, 2020
Income tax assets Other current assets Net Impact on Assets Other equity Trade payable Other financial liabilities Contract liabilities Net Impact on Liabilities	2,661	29	2,690
	5,640	340	5,980
		(15,317)
	131,150	(13,645)	117,505
	20,176	97	20,273
	39,164	(1,834)	37,330
	8,800	65	8,865
		(15,317)

Since the impact of the anomalies pertaining to periods on or before March 31, 2019, as disclosed below, is not material in relation to the operations of the Company, the impact relating to earlier years (i.e. financial years 2017-18 and 2018-19) has been recognised in the retained earnings as at April 1, 2019.

Adjustments in Retained earnings as at April 1, 2019 :

Adjustments in Retained earnings as at April 1, 2019 :
	(HLacs)
Particulars	Amount
Decrease in revenue from operations Increase in other expenses Impact on Loss before tax Deferred tax credit Impact on Loss after tax	(1,115) 45
	(1,160)
	(204)
	(956)

In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Place: Gurugram Date: November 27, 2020

Piyush Gupta

Group Chief Financial Officer

Praveen Someshwar

Managing Director & Chief Executive Officer (DIN: 01802656)

Place: New Delhi Date: November 27, 2020

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia

Chairperson & Editorial Director (DIN: 00020648)

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N O T E S T O R E V I S E D S TA N D A L O N E F I N A N C I A L S TA T E M E N T S

THE STATEMENT OF IMPACT OF AUDIT QUALIFICATION AS STIPULATED IN REGULATION 33(3)(D) OF SEBI LODR

Statement on Impact of Audit Qualifications submitted alongwith Annual Audited Standalone Financial Results

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2020

[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

I.	Sl. No.	Particulars	Beginning of Comparative period (Jin lacs)	Beginning of Comparative period (Jin lacs)	Comparative period (FY 2018-19) (Jin lacs)	Comparative period (FY 2018-19) (Jin lacs)
			Audited Figures (as reported before adjusting forqualifications)	Adjusted Figures (audited figures after adjusting for qualifications)	Audited Figures (as reported before adjusting forqualifications)	Adjusted Figures (audited figures after adjusting for qualifications)
1. 2. 3. 4. 5. 6. 7. 8. 9.		Turnover / Total income Total Expenditure (including exceptional item) Net Profit/(Loss) before tax Net Profit/(Loss) after tax Earnings Per Share Total Assets Total Liabilities Net Worth Any other financial item(s) (as felt appropriate by the management)	- - - - - 3,53,080 1,75,008 1,78,072 Nil	- - - - - 3,52,519 1,75,018 1,77,501 Nil	1,44,683 1,61,884 (17,201) (13,894) (6.03) 3,70,608 2,08,420 1,62,188 Nil	1,44,087 1,61,877 (17,790) (14,279) (6.19) 3,69,679 2,08,447 1,61,232 Nil

II. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: As discussed in Note 15 to the revised standalone annual financial results, pursuant to a whistleblower complaint received, an investigation was conducted which brought out certain deficiencies in the Radio business and instances of reporting higher revenue, incorrect debtors, contractual liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a significant stream of revenue of the radio business in the Company. Further, as brought out by the investigation, such practices were continuing since last few years.

As mentioned in the note, the Company has identified an amount of H 1,115 lacs, which pertains to deficiencies in revenue recognised for financial years 2017-18 and 2018-19 in the Radio business. After adjusting the increase in other expenses and the deferred tax credit, the total decrease in the opening retained earnings is H 956 lacs. The Company has accounted for such adjustment in the retained earnings as at April 1, 2019 instead of restating the corresponding figures for the year ended March 31, 2019. This constitutes a departure from the applicable Ind AS prescribed under section 133 of the Act, thereby resulting in the non-adjustment in the amounts reported for corresponding year ended March 31,2019 with respect to revenue from operations, expenses and taxes as well as trade receivables and other items of the balance sheet. However, this does not have any impact on the loss for the year ended March 31, 2020 or on total equity as at March 31, 2020.

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I. Sl. Particulars Beginning of Comparative period Comparative period (FY 2018-19)
No. ( J in lacs) ( J in lacs)
Audited Figures Adjusted Figures Audited Figures Adjusted Figures
(as reported (audited figures (as reported (audited figures
before adjusting after adjusting for before adjusting after adjusting for
for qualifications) qualifications) for qualifications) qualifications)
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b. Type of Audit Qualification : Qualified Opinion
c. Frequency of qualification: Appeared first time
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Management’s Views: The Company has taken cognizance of the certain anomalies alleged by the whistleblower, which have been affirmed by the investigation conducted by a reputed law firm who in turn also appointed leading accounting firms. The anomalies affirmed are restricted to the pure money transaction segment of radio business of the Company.

Accordingly, to reflect true and fair view of the Company’s financials, the financial statements for the year ended 201920 have been revised. In respect of anomalies pertaining to periods on or before March 31, 2019, financial impact has been assessed and adjusted against the retained earnings as on April 1, 2019 on ground of materiality instead of restating comparative period.

e. For Audit Qualification(s) where the impact is not quantified by the auditor: Not Applicable

(i) Management’s estimation on the impact of audit qualification: Not Applicable

(ii) If management is unable to estimate the impact, reasons for the same: Not Applicable

(iii) Auditors’ Comments on (i) or (ii) above: Not Applicable

For B S R and Associates

For and on behalf of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora

Partner Membership No. 076124 Place: Gurugram Date: December 01, 2020

Piyush Gupta

Group Chief Financial Officer Place: New Delhi Date: December 01, 2020

Praveen Someshwar

Managing Director & Chief Executive Officer Place: New Delhi Date: December 01, 2020

Vivek Mehra

Audit Committee Chairman Place: Mukteshwar Date: December 01, 2020

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To

The Members of HT Media Limited

Report on the Audit of Revised Consolidated Financial Statements

company, NRL. Further, as brought out by the investigation, such practices were continuing since last few years.

Qualified Opinion

We have audited the revised consolidated financial statements of HT Media Limited (hereinafter referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”) and its joint ventures, which comprise the revised consolidated balance sheet as at 31 March 2020, and the revised consolidated statement of profit and loss (including other comprehensive income), revised consolidated statement of changes in equity and revised consolidated statement of cash flows for the year then ended, and notes to the revised consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the revised consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditors on separate financial statements of such subsidiaries as were audited by the other auditors, except for the effect of the matters described in the ‘Basis for Qualified opinion’ section of our report, the aforesaid revised consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its joint ventures as at 31 March 2020, of its consolidated loss and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for Qualified Opinion

As discussed in Note 53 to the revised consolidated financial statements, pursuant to a whistleblower complaint received, an investigation was conducted which brought out certain deficiencies in the Radio business and instances of reporting higher revenue from operations, incorrect debtors, contractual liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a stream of revenue of the radio business in the Holding Company and its subsidiary

As mentioned in the note, the Group has identified an amount of H 1,115 lacs, which pertains to deficiencies in revenue recognised for financial years 2017-18 and 2018-19 in the Radio business. After adjusting the increase in other expenses and the deferred tax credit, the total decrease in the opening retained earnings is H 956 lacs. The Group has accounted for such adjustment in the retained earnings as at 1 April 2019 instead of restating the corresponding figures for the year ended 31 March 2019. This constitutes a departure from the applicable Ind AS prescribed under section 133 of the Act, thereby resulting in the nonadjustment in the amounts reported for corresponding year ended 31 March 2019 with respect to revenue from operations, expenses and taxes as well as trade receivables and other items of the balance sheet. However, this does not have any impact on the loss for the year ended 31 March 2020 or on total equity as at 31 March 2020.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its joint ventures in accordance with the ethical requirements that are relevant to our audit of the revised consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the “Other Matters” paragraph below, is sufficient and appropriate to provide a basis for our opinion on the revised consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the revised consolidated financial statements of the current period. These matters were addressed in the context of our audit of the revised consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Description of Key Audit Matters

Impairment assessment of Investment Properties

See note 4 to the revised consolidated financial statements

The Group’s gross carrying value of investment properties is H 54,230 lacs as at 31 March 2020. An impairment loss of H 1,323 lacs has been recognized in the revised consolidated statement of profit and loss for the year ended 31 March 2020.

The Group’s investment properties portfolio consists of residential buildings and commercial projects located in India. The portfolio consists of properties which are fully constructed as well as under construction. Further, there are certain properties which are under litigation or where the developers are under Insolvency and Bankruptcy Code.

The Group involved an external valuation specialist to determine the fair values of the investment properties. There are significant judgements and estimates to be made in relation to the valuation of the Group’s investment properties. The fair value is compared with the carrying value of each investment property, in order to determine impairment loss, if any.

How the matter was addressed in our audit

Our audit procedures included:

Tested design, implementation and operating effectiveness of key controls over the impairment assessment process.
Assessed the competence, objectivity and scope of work of the valuer engaged by management.
We inspected the valuation reports and assessed the fair value as determined by the valuer as under:
Compared the fair value as determined by the valuer to the externally derived data of comparable properties in respect of selected investment properties;
Involved our internal specialist to compare the fair value of certain properties as stated in the valuation reports with independently formed market expectations;
Discussed with management the status of properties under litigation and under Insolvency and Bankruptcy Code. Involved our internal specialists to assist us in assessing the key assumptions and factors considered while determining the impairment loss on such properties.
Inspected on a test check basis, the underlying property documents.
Compared the Group’s calculation of impairment loss with the underlying accounting records and documents.
Tested the adequacy of disclosures made in the revised consolidated financial statements, as required by relevant accounting standards.

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Business combination and impairment of Goodwill and other intangible assets:

See note 47 to the revised consolidated financial statements

The key audit matter

The accounting for the acquisition of equity shares in Next Mediaworks Limited and Next Radio Limited involved significant judgements and estimates. Certain critical factors and assumptions considered were as follows:

the fair value of assets and liabilities acquired;
the purchase consideration;
the recognition of Goodwill and other identifiable intangible assets.

As on the date of acquisition, the Group assessed the valuation of the assets and liabilities, including identified intangible assets, by involving an independent valuation specialist.

Further, the Group has carried out an impairment assessment on the above mentioned Goodwill and other intangible assets.

As at year end, the recoverable amount, which is based on the value in use (‘VIU’), has been derived from discounted forecast cash flow models. These models use several key assumptions. The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the key assumptions taken while computing VIU.

Considering the inherent uncertainty, complexity and judgment involved, the following has been considered as a key audit matter:

recognition of Goodwill and other identifiable intangible assets;
fair valuation of other intangibles; and
impairment assessment thereof.

How the matter was addressed in our audit

Our audit procedures included:

Tested design, implementation and operating effectiveness of key controls over accounting for the business acquisition.
Understood the terms and conditions of the acquisition and tested the purchase consideration to the underlying documents.
Inquired with the Group on specifics of Goodwill, identifiable other intangible assets and fair valuation of other intangibles.
Involved our internal valuation specialists in assessing the fair value of intangible assets and computation of Goodwill based on valuation report.
At the year end, the Group’s assessment included computation of value in use (VIU). We assessed the VIU as determined by the Group as under:
Assessed the method of determining VIU and key assumptions used therein through historical information, budgets / projections, externally derived data and other relevant information.
Challenged the key assumptions within the build up and methodologies used by the Group.
Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
Compared the implied multiple arising from the VIU to the market multiples.
Involved our internal specialists to assist us in performing above mentioned procedures.
Tested the adequacy of disclosures made in the revised consolidated financial statements as per relevant accounting standard.

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Impairment testing of property, plant and equipment and intangible assets

See note 3 and 5 to the revised consolidated financial statements

The key audit matter	How the matter was addressed in our audit
The Holding Company and Hindustan Media Ventures Limited	Our audit procedures included:

The Holding Company and Hindustan Media Ventures Limited (HMVL) is engaged in printing and publishing of newspapers and periodicals through various plants operated in India.

Assessed Holding Company’s and HMVL’s identification of CGUs with reference to the guidance in the applicable accounting standards;

The Holding Company is also engaged in providing entertainment, radio broadcast and all other related activities through its radio stations.

Tested design, implementation and operating effectiveness of key controls over the assessment process with respect to impairment testing of property, plant and equipment.

The gross carrying value of property, plant and equipment and intangible assets of the Holding Company amounts to H 51,453 lacs and H 47,936 lacs, respectively.

We assessed the value in use (VIU) as determined by the Holding Company and HMVL as under:

The gross carrying value of property, plant and equipment of HMVL amounts to H 25,768 lacs as at 31 March 2020.

Assessed the method of determining VIU and key assumptions used therein through historical information, budgets / projections, externally derived data and other relevant information.

The Holding Company and HMVL perform an annual assessment of the property, plant and equipment and intangible assets at cash generating unit (CGU) level, to identify indicators of impairment, if any.

Challenged the key assumptions and judgements within the build-up and methodologies used by the Holding Company and HMVL.

Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
Involved our internal specialists to assist us in performing above mentioned procedures, to the extent applicable.
Tested the adequacy of disclosures made in the revised consolidated financial statements, as required by relevant accounting standards.

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Revenue Recognition

See note 22 to the revised consolidated financial statements

The key audit matter

Revenue is recognized upon transfer of control of promised services / goods to the customers and when it is “probable” that the Group will collect the consideration. In specific, airtime sales is recognized on the airing of client’s commercials.

There is a risk that revenue is recognized for services / goods before the transfer of control of the service / goods to customer is completed

Further, subsequent to year end, the Holding Company received a whistleblower complaint from a named employee alleging deficiencies in the ‘pure money’ part of radio business in the Group. In accordance with the whistleblower policy, and as confirmed by the Audit Committee, an investigation was commenced in the matter by appointing an independent Law firm, which worked closely with independent accounting firms.

The said investigation has affirmed the deficiencies, which has resulted into overstatement of revenue and other consequential impact.

How the matter was addressed in our audit

Our audit procedures included:

Evaluation of the design and implementation and operating effectiveness of internal controls relating to revenue recognition process
Assessment of risk of material misstatement as a result of ineffective design and implementation and operating effectiveness of internal controls relating to pure money part of radio revenue.
On selected sample of transactions, tested revenue recognition, and our procedures included:
evaluating the identification of performance obligations;
considering the terms of the contracts to determine the transaction price; and
assessed the date of transfer of control of service / goods and recording of revenue in the relevant period.
Tested revenue recognition for cut-off transactions on sample basis to assess appropriateness of the timing of revenue recognition.
On investigation relating to deficiencies in the ‘pure money’ part of radio business, our procedures included:
discussed the approach for investigation with the Group and those charged with governance
discussed the investigation approach, investigation report and assessment of non-compliances with laws and regulations with the investigating teams and with the Group
evaluated the pervasiveness of the deficiencies including impact on our risk assessments and any resulting impact on the nature timing and extent of audit procedures to respond to the assessed risks.
evaluated the accounting for and adequacy of disclosure of the matter involved
performed shadow procedures and checked samples for assessing the appropriateness of revenue recognition. .
• Involved our internal specialists to assist in performing above mentioned procedures, to the extent applicable

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Other Information

The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the holding Company’s annual report, but does not include the revised consolidated financial statements and our auditor’s report thereon.

Our opinion on the revised consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the revised consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the revised consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit report of other auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s and Board of Directors’ Responsibilities for the Revised Consolidated Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these revised consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group including its joint ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company. and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the revised consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the

revised consolidated financial statements by the Management and Directors of the Holding Company, as aforesaid.

In preparing the revised consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group and of its joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and its joint ventures is responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Revised Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the revised consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these revised consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the revised consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on the internal financial controls with reference

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to the revised consolidated financial statements and the operating effectiveness of such controls based on our audit.

Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the revised consolidated financial statements.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in preparation of revised consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the revised consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the revised consolidated financial statements, including the disclosures, and whether the revised consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance of the Holding Company and such other entities included in the revised consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the revised consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within the Group and its joint ventures to express an opinion on the revised consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the revised consolidated financial statements of which we are the independent auditors. For the other entities included in the revised consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled ‘Other Matters’ in this audit report.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub-paragraph (a) of the Other

Other Matters

(a) We did not audit the financial statements of eight subsidiaries, whose financial statements reflect total assets (before consolidation adjustments) of H 9,176.84 lacs as at 31 March 2020, total revenues (before consolidation adjustments) of H 3,110.31 lacs and net cash outflows (before consolidation adjustments) amounting to H 1,112.48 lacs for the year ended on that date, as considered in the revised consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the revised consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the audit reports of the other auditors.

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One subsidiary is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective country and which have been audited by other auditors under generally accepted auditing standards applicable in their respective country. The Company’s management has converted the financial statements of such subsidiary located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion on the revised consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

(b) We did not audit total assets of H 2,111.91 lacs as at March 31, 2020 and total revenues of H 8.71 lacs for the year then ended, included in the revised consolidated financial statements in respect to HT Media Employee Welfare Trust not audited by us, whose financial information has been audited by another auditor and whose report has been furnished to us. Our opinion on the consolidated financial statements, to the extent they have been derived from such financial statements is based solely on the report of such other auditor.

(c) The financial statements of two subsidiary companies, whose financial statements reflect total assets of H 5 lacs (before consolidation adjustments) as at 31 March 2020, total revenues of H Nil (before consolidation adjustments) and net cash inflows amounting to H 2.53 lacs (before consolidation adjustments) for the year ended on that date, as considered in the revised consolidated financial statements, have not been audited either by us or by other

auditors. The revised consolidated financial statements also include the Group’s share of net profit / loss (and other comprehensive income) (before consolidation adjustments) of H Nil for the year ended 31 March 2020, as considered in the revised consolidated financial statements, whose financial statements have not been audited by us or by other auditors. These unaudited financial statements have been furnished to us by the Management and our opinion on the revised consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of said subsidiary companies and joint venture, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary companies and joint venture, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

(d) We draw your attention to the fact that corresponding figures for the year ended 31 March 2019 are based on the previously issued consolidated annual financial statements of the Group that were audited by the predecessor auditor who expressed an unmodified opinion on those consolidated financial statements dated 10 May 2019.

The non- controlling interest in the above corresponding figures for the year 1 April 2018 to 31 March 2019, have now been re-presented to give effect to the merger of Business to Consumer (‘B2C’) business of India Education Services Private Limited (‘IESPL’), subsidiary of the Holding company. The B2C business of IESPL was merged with Hindustan Media Ventures Limited, subsidiary company, pursuant to the order of National Company Law Tribunal and the merger has been given effect from the beginning of the preceding period in the revised consolidated financial statements as the merger is a common control transaction. The B2C business of IESPL is audited by the auditors of IESPL whose unmodified report dated 2 June 2020 has been furnished to us by management and our report in so far as it relates to the amounts and disclosures included in respect of B2C business of IESPL is based solely on the reporting of the auditor of IESPL

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(e) The Board of Directors had earlier adopted the consolidated financial statements of the Company for the year ended 31 March 2020 in their meeting held on 26 June 2020 (referred to as “original consolidated financial statements”) on which we had issued our Audit Report dated 26 June 2020. Subsequent to this, pursuant to a whistleblower complaint, an investigation was conducted, which brought out certain deficiencies in the Radio business and instances of reporting higher revenue from operations, incorrect debtors, contract liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a stream of revenue of the radio business in the Company and in its subsidiary company, Next Radio Limited (‘NRL’). Consequently, the Company has recognised the adjustments in revised consolidated financial statements for the year ended 31 March 2020 to give effect to the outcome of the investigation. These deficiencies have consequential impact on other financial statement items. Further, the revised consolidated financial statements also recognise the impact of adjusting events occurring subsequently to the date of approval of original consolidated financial statements (26 June 2020) till the date of approval of these revised consolidated financial statements (dated 27 November 2020) by the Board of the Company arising from present economic and market conditions including COVID-19.

Our audit report dated 26 June 2020 on the original consolidated financial statements is superseded by this audit report dated 27 November 2020 on the revised consolidated financial statements.

Our opinion is not modified to the extent of the above adjustments in revised consolidated financial statements and our report on Other Legal and Regulatory Requirements below, in so far as they relate to the financial year ended 31 March 2020.

Report on Other Legal and Regulatory Requirements

A. As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate financial statements of such subsidiaries as were audited by other auditors, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid revised consolidated financial statements.
b) Except for the matter described in the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, proper books of account as required by law relating to preparation of the aforesaid revised consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The revised consolidated balance sheet, the revised consolidated statement of profit and loss (including other comprehensive income), the revised consolidated statement of changes in equity and the revised consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the revised consolidated financial statements.
d) Except for the matter described in the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, the aforesaid revised consolidated financial statements comply with the Ind AS specified under section 133 of the Act.
e) The matter described in the ‘Basis for Qualified Opinion’ paragraph above and our observations on the achievement of the objectives of the internal control criteria as explained in our separate Report in ‘Annexure B’ in our opinion, may have an adverse effect on the functioning of the Group.
f) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2020 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
g) The qualification relating to maintenance of accounts and other matter connected therewith is as stated in the ‘Basis for Qualified Opinion’ paragraph above.
h) With respect to the adequacy of the internal financial controls with reference to revised consolidated financial statements of the Holding Company, its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

Trusted Voice of Evolving India 205

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries, as noted in the ‘Other Matters’ paragraph:
i. The revised consolidated financial statements disclose the impact of pending litigations as at 31 March 2020 on the consolidated financial position of the Group and its joint ventures. Refer Note 37 to the revised consolidated financial statements.
ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2020.
iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Holding Company or its subsidiary companies incorporated in India during the year ended 31 March 2020.
iv. The disclosures in the revised consolidated financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been

made in the revised consolidated financial statements since they do not pertain to the financial year ended 31 March 2020

C. With respect to the matter to be included in the Auditor’s report under section 197(16):
In our opinion and according to the information and explanations given to us and based on the reports of the statutory auditors of such subsidiary companies incorporated in India which were not audited by us, the remuneration paid during the current year by the Holding Company and its subsidiary companies to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R and Associates Chartered Accountants Firm’s Registration No.- 128901W

Rajesh Arora Partner Place: Gurugram Membership No. 076124 Date: 27 November 2020 UDIN: 20076124AAAADU7131

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I N D E P E N D E N T A U D I T O R ’ S R E P O R T

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Report on the internal financial controls with reference to the aforesaid revised consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Adverse Opinion

Basis for Adverse Opinion

In conjunction with our audit of the revised consolidated financial statements of the HT Media Limited as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to revised consolidated financial statements of HT Media Limited (hereinafter referred to as “the Holding Company”) and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies as of that date (Holding Company along with subsidiary companies, referred to as “Group”).

Material deficiencies in the financial reporting processes have been identified in a stream of revenue of the radio business (‘pure money’) of the Group as described below. Further, the Group has departed from the requirements of applicable Ind AS specified under section 133 of the Act, as described below. In our opinion, because of the effects / possible effects of these material weaknesses on the achievement of the objectives of the internal control criteria, the Group has not maintained adequate internal financial controls with reference to the revised consolidated financial statements and such internal financial controls were not operating effectively as at 31 March 2020, based on the criteria established by the Group considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘Guidance Note’).

We have considered the material weaknesses identified and reported below in ‘Basis for Adverse Opinion’ in determining the nature, timing and extent of the audit tests applied in our audit of the 31 March 2020 revised consolidated financial statements of the Group. The material weaknesses have resulted into revision of the aforesaid financial statements and issuance of a revised audit report dated 27 November 2020 giving a qualified audit opinion on these revised consolidated financial statements.

As described in note 53 to the revised consolidated financial statements, pursuant to a whistleblower complaint, the Group conducted an investigation, which brought out certain material deficiencies in the radio business and instances of reporting higher revenue from operations, incorrect debtors, contract liabilities with consequential impact on provision for doubtful debts and taxes etc. in a stream of revenue of the radio business in the Holding Company and the subsidiary company, Next Radio Limited (‘NRL’), as also override of certain internal controls relating thereto by members of senior management of the radio business.

The Holding Company and NRL did not have an appropriate internal control system in a stream of revenue of the radio business with respect to recognition of revenue, trade receivables (including ageing report and balance confirmation process and credit approvals for sales), cash and cash equivalents, trade payables and contract liabilities. These material weaknesses have resulted in an overstatement of revenue of the aforesaid business, trade receivables, cash and cash equivalents and contract liabilities and understatement of impairment of intangibles, trade payables and provision for doubtful debts with related impact on taxes.

The above has also led to the revision of the earlier approved consolidated financial statements to give effect to the relevant adjustments for the outcome of the investigation.

The Holding Company did not had an appropriate internal control system with respect to financial reporting process to recognise misstatements pertaining to earlier years (financial year 2017-18 and 2018-19) emanating from the above mentioned matter in the respective periods, which is a departure from the requirements of applicable Ind AS specified under section 133 of the Act. This material weakness has resulted in an inappropriate adjustment to the opening retained earnings as at 1 April 2019 thereby resulting in misstatement in the amounts reported for corresponding year ended 31 March 2019.

Trusted Voice of Evolving India 207

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in the internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Group’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Responsibility for Internal Financial Controls

The respective Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to revised consolidated financial statements based on the criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to revised consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to revised consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to revised consolidated financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to revised consolidated financial statements

and their operating effectiveness. Our audit of internal financial controls with reference to revised consolidated financial statements included obtaining an understanding of internal financial controls with reference to revised consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the revised consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the relevant subsidiary companies in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our adverse audit opinion on the internal financial controls with reference to revised consolidated financial statements.

Meaning of Internal Financial controls with Reference to Revised Consolidated Financial Statements

A company’s internal financial controls with reference to revised consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to revised consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

208 Annual Report 2019-20

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I N D E P E N D E N T A U D I T O R ’ S R E P O R T

Inherent limitations of Internal Financial controls with Reference to Revised Consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to revised consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to revised consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to revised consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Matter

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to revised consolidated financial statements insofar as it relates to seven (7) subsidiary companies which are companies incorporated in India, is based on the corresponding report of the auditors of such companies incorporated in India.

For B S R and Associates Chartered Accountants Firm’s Registration No.- 128901W Rajesh Arora Partner Place: Gurugram Membership No. 076124 Date: 27 November 2020 UDIN: 20076124AAAADU7131

Trusted Voice of Evolving India 209

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as at March 31, 2020

as at March 31, 2020
		(HLacs)
Particulars Note No	As at March 31, 2020 *(Revised )**	As at March 31, 2019 [refer note 48(C)]
I ASSETS 1) Non-current assets (a) Property, plant and equipment 3 (b) Capital work in progress 3 (c) Right - of - use assets 31 (d) Investment property 4 (e) Goodwill 5 (f) Other Intangible assets 5 (g) Intangible assets under development 5 (h) Investment in joint ventures (accounted for using equity method) 7A (i) Financial assets (i) Investments 7B (ii) Loans 7C (iii) Other financial assets 8 (j) Other non-current assets 9 (k) Deferred tax assets (net) 17 (l) Income tax assets (net) 10 Total Non- current Assets 2) Current assets (a) Inventories 11 (b) Financial assets (i) Investments 7B (ii) Trade receivables 12A (iii) Cash and cash equivalents 12B (iv) Other bank balances 12C (v) Loans 7C (vi) Other financial assets 8 (c) Other current assets 9 Total current assets TOTAL ASSETS II EQUITY AND LIABILITIES 1) Equity (a) Equity share capital 13 (b) Other equity 14 Equity attributable to equity holders of parent (c) Non Controlling Interest TOTAL EQUITY 2) Liabilities Non-current liabilities (a) Financial liabilities (i) Borrowings 16A (ii) Lease liabilities 31 (iii) Other financial liabilities 16C (b) Deferred tax liabilities (net) 17 (c) Contract liabilities 19 (d) Provisions 20 (e) Other non-current liabilities 18 Total non- current liabilities Current liabilities (a) Financial liabilities (i) Borrowings 16A (ii) Lease liabilities 31 (iii) Trade Payables a) Total outstanding dues of micro enterprises and small enterprises 16B b) Total outstanding dues of creditors other than micro enterprises and small enterprises 16B (iv) Other financial liabilities 16C (b) Contract liabilities 19 (c) Provisions 20 (d) Income tax liability (net) 21 (e) Other current liabilities 18 Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES** Summaryof significant accounting policies 2		54,839 4,104 - 45,748 1,189 38,324 20 (256) 99,642 12,606 2,813 2,633 7,720 3,715

	46,105
	3,971
	20,239
	46,910
	-
	31,656
	62
	(199)

	1,20,323
	12,438
	4,184
	1,170
	9,778
	5,033
	3,01,670	2,73,097 16,318 1,32,803 41,205 15,817 8,043 1,607 1,268 8,826

	14,143

	55,848
	40,081
	5,890
	4,139
	53
	1,419
	11,109
	1,32,682	2,25,887
	4,34,352	4,98,984
		4,611 2,46,537


	4,611
	2,10,874
	2,15,485	2,51,148 36,345
	40,047
	2,55,532	2,87,493 29,330 - 1,379 - 738 235 1,208




	17,998
	9,764
	776
	1,637
	436
	412
	1,089
	32,112	32,890 79,449 - 172 32,949 51,247 11,126 720 - 2,938


	44,441
	4,477

	327
	28,824
	53,044
	10,854
	1,654
	222
	2,865
	1,46,708	1,78,601
	1,78,820	2,11,491
	4,34,352	4,98,984

*Refer note 53

** The Group has accounted for net liability under equity method of accounting

See accompanying notes to the revised consolidated financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Piyush Gupta Group Chief Financial Officer

Dinesh Mittal

Group General Counsel & Company Secretary

Praveen Someshwar Shobhana Bhartia Managing Director & Chairperson & Chief Executive Officer Editorial Director (DIN: 01802656) (DIN: 00020648)

Place: Gurugram Date: November 27, 2020

Place: New Delhi Date: November 27, 2020

210 Annual Report 2019-20

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REVISED CONSOLIDATED BALANCE SHEET & REVISED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

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for the year ended March 31, 2020

for the year ended March 31, 2020
		(HLacs)
Particulars Note No	March 31, 2020 *(Revised )**	March 31, 2019 [refer note 48(C)]
I Income a) Revenue from operations 22 b) Other Income 23 Total Income II Expenses a) Cost of materials consumed 24 b) Purchase of Stock in Trade c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 25 d) Employee benefits expense 26 e) Finance costs 27 f) Depreciation and amortisation expense 28 g) Other expenses 29 Total expenses III Profit/ (loss) before share of loss of joint venture, exceptional items and tax [I-II] IV Exceptional items (Loss) 30 V Loss before share of loss of joint venture and tax [III+IV] VI Profit before finance costs, tax, depreciation and amortisation expense (EBITDA) [III+II(e)+II(f)] and exceptional items VII Tax expense: (a) Current tax 17 (b) Adjustment of current tax charge/ (credit) relating to earlier periods 17 (c) Deferred tax charge/ (credit) [Net of Adjustment of deferred tax charge related to earlier periods ofH834 lacs (Previous year credit ofH3,868 lacs)] 17 Total tax expense/ (credit) VIII Profit/ (loss) for the period after tax before share of joint venture (V-VII) IX Share of loss of joint ventures (net of tax) (accounted for using equity method) 34 X Net profit/(loss) after taxes and share of loss of joint ventures (VIII+IX) XI Other comprehensive income 32 a) Items that will not be reclassified subsequently to profit or loss Change in fair value of investments Income tax effect Remeasurement on defined benefit plans Income tax effect b) Items that will be reclassified subsequently to profit or loss Cash flow hedging reserve Income tax effect Costs of hedging reserve Income tax effect Exchange differences on translation of foreign operation Income tax effect Other comprehensive income for the year (net of tax) XII Total Comprehensive Income (net of Tax) (X+XI) Profit/ (loss) for the year Attributable to: Equity holders of the parent Non-controlling interests Total comprehensive income for the year Attributable to: Equity holders of the parent Non-controlling interests XIII Earnings/(loss) per share Loss per share Basic & Diluted (Nominal value of shareH2/-) 33 Summaryof significant accounting policies 2		2,19,887 23,584
	2,08,260
	22,706
	2,30,966	2,43,471
		77,619 631 (40) 38,199 11,350 10,776 1,05,066
	56,697
	-
	(251)
	41,190
	9,913
	18,221
	96,341
	2,22,111	2,43,601
	8,855	(130) (3,480)
	(43,222)
	(34,367)	(3,610)
	36,989	21,996 2,459 (853) (6,805)

	3,757
	38
	(3,977)
	(182)	(5,199)
	(34,185)	1,589
	(267)	-
	(34,452)	1,589 - - (46) 19


	(103)
	-
	(511)
	172
	(442)	(27) (259) 90 (1,691) 591 (8) -

	(169)
	59
	1,457
	(510)
	63
	-
	900	(1,277)
	458	(1,304)
	(33,994)	285
	(34,452)	1,589 (1,205) 2,794

	(34,585)
	133
	(33,994)	285
		(2,434) 2,719 (0.52)
	(33,983)
	(11)


	(15.00)

*Refer note 53

See accompanying notes to the revised consolidated financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Piyush Gupta Group Chief Financial Officer

Praveen Someshwar Managing Director & Chief Executive Officer (DIN: 01802656)

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia Chairperson & Editorial Director (DIN: 00020648)

Place: Gurugram Date: November 27, 2020

Place: New Delhi Date: November 27, 2020

Trusted Voice of Evolving India 211

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for the year ended March 31, 2020

		(HLacs)
Particulars	March 31, 2020 *(Revised )**	March 31, 2019 [refer note 48(C)]
Operating activities Loss before tax from operations Adjustments for Depreciation and amortisation expense Net Loss on sale/ Impairment of property, plant and equipments and intangible assets Income from lease termination (net) Fair value of investment through profit and loss (including (profit)/ loss on sale of investments) Profit on sale of investment properties Interest/Finance income from investments and others Dividend Income Unclaimed balances/liabilities written back (net) Income from Government Grant Interest Expense Unrealised foreign exchange loss/(gain) Impairment of investment properties (refer note 4) Allowances for doubtful debts (including write offs) Impairment of Goodwill Employee stock option expense/ (income) Cash flows from operating activities before changes in following assets and liabilities Changes in operating assets and liabilities (Increase) in trade and other receivables (Increase)/ decrease in inventories (Increase) in current and non-current financial assets and other current and non- current assets Increase/(Decrease) in current and non-current financial liabilities and other current and non-current liabilities and provisions Income taxes paid (net of refunds) Net cash flows from operating activities (A) Investing activities Purchase of property, plant and equipment/ Intangible assets Proceeds from sale of property, plant and equipment/ Intangible assets/ Lease Assets Purchase of investment property Proceeds from sale of investment properties Purchase of investments in mutual funds and others Proceeds from sale of investments in mutual funds and others Acquisition of a Subsidiary (refer note 47) Interest received Investments made in Joint Venture Deposits (made)/ matured (net) Net cash flows from investing activities (B)		(3,610) 10,776 75 - 6,353 (14) (18,701) - (215) (621) 11,107 (1,395) 4,604 2,081 179 (1)
	(34,367)

	18,221
	23,979
	(67)
	5,199
	(9)
	(18,105)
	(2)
	(1,247)
	(119)
	9,704
	3,375
	1,323
	3,101
	18,881
	63
	29,930	10,618 (10,239) (3,771) (839) 16,593

	(325)
	2,175
	(769)
	(20,260)
	10,751	12,362 (5,077)
	(4,359)
	6,392	7,285
		(7,641) 388 (8,643) 2,523 (81,339) 97,939 - 16,243 - (8,002)
	(2,730)
	505
	(5,178)
	2,317
	(1,51,630)
	1,92,048
	(27,643)
	28,031
	(324)
	3,994
	39,390	11,468

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R E V I S E D C O N S O L I D A T E D S TA T E M E N T O F C A S H F L O W

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for the year ended March 31, 2020

		(HLacs)
Particulars	March 31, 2020 *(Revised )**	March 31, 2019 [refer note 48(C)]
Financing activities Proceeds from borrowings Repayment of borrowings Interest paid Dividend paid Dividend distribution tax paid Repayment of lease liabilities Amount paid to Minority Shareholders Net cash flows used in financing activities (C ) Net decrease in cash and cash equivalents (D= A+B+C) Net foreign exchange gain (E) Cash component on acquisition of subsidiary (F) Cash and cash equivalents at the beginning of the year (G ) Cash and cash equivalents at year end (D+E+F+G)		8,60,646 (8,68,256) (11,576) (922) (237) - (227)
	4,75,389
	(5,18,579)
	(9,659)
	(922)
	(237)
	(4,235)
	(227)
	(58,470)	(20,572)
	(12,688)	(1,819)
	7	19 - 16,605
	152
	14,805
	2,276	14,805
		(HLacs)
Particulars	March 31, 2020 *(Revised )**	March 31, 2019 [refer note 48(C)]
Components of cash and cash equivalents as at end of the year Cash and cheques on hand Balances with banks - on current accounts - on deposit accounts Total cash and cash equivalents Bank Overdrafts (Refer note 16A) Cash and cash equivalents as per Cash Flow Statement		9,168 4,570 2,079
	1,390

	1,934
	2,566
	5,890	15,817 (1,012)
	(3,614)
	2,276	14,805

*Refer note 53

Refer note 16A for debt reconciliation disclosure Refer note 31 for lease liability reconciliation

See accompanying notes to the revised consolidated financial statements. In terms of our revised report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Piyush Gupta Group Chief Financial Officer

Praveen Someshwar Managing Director & Chief Executive Officer (DIN: 01802656)

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia Chairperson & Editorial Director (DIN: 00020648)

Place: New Delhi Date: November 27, 2020

Place: Gurugram Date: November 27, 2020

Trusted Voice of Evolving India 213

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											(HLacs)			Total				283,983	-			1,589	(1)	(1,303)	(1,149)	(237)	282,882	(956)		(34,452)	127	458	(1,149)	(237)	126
													Non-	Controlling	Interest			34,218	(319)			2,794	-	(75)	(227)	(46)	36,345	-		133	5	(143)	(227)	(46)	-
for the year ended March 31, 2020	A. Equity Share Capital (Refer Note 13)	Equity Shares ofH2 each issued, subscribed and fully paid up	Particulars Number of shares Amount (JLacs)		Balance as at April 1, 2018 23,05,70,024 4,611	Changes in share capital during the year - -	Balance as at March 31, 2019 23,05,70,024 4,611	Changes in share capital during the year - -	Balance as at March 31, 2020 23,05,70,024 4,611	B. Other Equity (Refer Note 14)		Reserves & Surplus Items of OCI Total	Particulars attributable to the owners of the Company Capital Reserve Capital Redemption Reserve Securities Premium Share Based Payments Reserve General Reserve Retained Earnings Foreign Currency Translation Reserve FVTOCI Reserve Cash flow Hedging Reserve (Refer Note 40) Cost of Hedging Reserve (Refer Note 40)*					Balance as at April 1, 2018 8,839 2,045 49,231 15 7,631 181,954 50 - - - 249,765	Adjustment pursuant to - - - - - 319 - - - - 319	scheme of arrangement	(Refer note 48C)	Profit/ (loss) for the year - - - - - (1,205) - - - - (1,205)	Charge/ (credit) for the year - - - (1) - - - - - - (1)	Other comprehensive income - - - - - (26) (8) - (148) (1,046) (1,228)	Dividend paid - - - - - (922) - - - - (922)	Dividend distribution tax - - - - - (191) - - - - (191)	Balance as at March 31, 2019 8,839 2,045 49,231 14 7,631 179,929 42 - (148) (1,046) 246,537	Adjustment relating to - - - - - (956) - - - - (956)	previous years (refer note 53)	Profit/ (Loss) for the year - - - - - (34,585) - - - - (34,585)	Charge/ (credit) for the year 64 - - 58 - - - - - - 122	Other comprehensive income - - - - - (215) 63 (103) (83) 939 601	Dividend paid - - - - - (922) - - - - (922)	Dividend distribution tax - - - - - (191) - - - - (191)	Add/ (Less): Adjustment on - - 126 - - - - - - - 126	account of Equity Shares	held by HT Media Employee	Welfare Trust

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R E V I S E D C O N S O L I D A T E D S TA T E M E N T O F C H A N G E S I N E Q U I T Y

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Total	Total	4,122 - 2,50,921
Non- Controlling Interest		4,122 (142) 40,047
Total attributable to the owners of the Company		- 142 2,10,874
	Cost of Hedging Reserve (Refer Note 40)	- - (107)
tems of OCI	Cash flow Hedging Reserve (Refer Note 40)*	- - (231)
I	FVTOCI Reserve	- - (103)
	Foreign Currency Translation Reserve	- - 105
	Retained Earnings	- 142 1,43,202
	General Reserve	- - 7,631
Surplus	Share Based Payments Reserve	- - 72
Reserves &	Securities Premium	- - 49,357
	Capital Redemption Reserve	- - 2,045
	Capital Reserve	- - 8,903
Particulars		Adjustment on account of acquisition of Next Mediaworks Limited and Next Radio Limited (Refer note 47) Adjustment for change in non controlling interest in Hindustan Media Ventures Limited pursuant to scheme of arrangement (Refer Note 48C) Balance as at March 31, 2020

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1. Corporate information

HT Media Group consists of HT Media Limited (“the Company” or “Parent Company”) ,its subsidiaries and joint venture companies (hereinafter referred to as “the Group”).

The Group is the publisher of ‘Hindustan Times’, an English daily, ‘Hindustan’, a Hindi daily and ‘Mint’, a Business newspaper (daily, except Sunday), ‘Nandan’ (monthly children’s magazine) and ‘Kadambini’ (monthly women’s magazine). Under ‘Fever 104’ brand, ‘Fever’ brand, newly launched ‘Radio Nasha’ brand and recently acquired ‘Radio One’ brand, the Group pursues the business of FM radio broadcast and other related activities, in the cities of Delhi, Mumbai, Kolkata, Bengalaru, Hyderabad, Kanpur, Lucknow, Agra, Allahabad, Aligarh, Bareilly and Gorakhpur. In addition, the Group also operates AAHA FM under the ‘Fever FM’ brand in Chennai. The digital business of the Group comprises of ‘Shine.com’ (job portal), etc. The Group has also forayed into education sector.

Major portion of the Group’s revenue is derived from sale of - (i) newspapers and magazines; (ii) advertisement space in these publications; (iii) airtime in FM radio broadcast, and printing charges for third-party printing jobs. Internet business also contributes to the Group’s revenue, by way of sale of various digital offerings.

The registered office of the Company is located at 18-20, K.G. Marg, New Delhi-110001.

Information on related party relationship of the Group is provided in Note 38.

The Group has revised its financial statements for the year ended March 31, 2020 which were approved by the Board of Directors on June 26, 2020 (Refer Note 53). The revised financial statements of the Company for the year ended March 31, 2020 are authorised for issue in accordance with a resolution of the Board of Directors on November 27, 2020.

2. Significant accounting policies

2.1 Basis of preparation

The Consolidated financial statements (CFS) of the Group have been prepared in accordance with the Indian Accounting Standards (‘Ind-AS’) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as

amended) under Section 133 of the Companies Act 2013 (the “accounting principles generally accepted in India”).

The accounting policies are applied consistently to all the periods presented in the Consolidated financial statements.

The consolidated financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

Derivative financial instruments measured at fair value
Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)
Defined benefit plans- plan assets measured at fair value.

The consolidated financial statements are presented in Indian Rupees (‘INR’) and all values are rounded to the nearest lacs, except otherwise indicated.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries and joint ventures. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements

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The Group’s voting rights and potential voting rights

The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Parent Company, i.e., year ended on March 31.

Consolidation procedure:

i) Subsidiary:

(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and property, plant and equipment,

are eliminated in full). Ind-AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

Derecognises the assets (including goodwill) and liabilities of the subsidiary
Derecognises the carrying amount of any non-controlling interests
Derecognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities

ii) Joint ventures:

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated Balance Sheet.

2.3 Summary of significant accounting policies

a) Business combinations and goodwill

Business combinations are accounted for using the acquisition method, other than common control

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transactions. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any noncontrolling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:

Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IndAS 12 Income Tax and Ind-AS 19 Employee Benefits respectively.
Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind-AS 102 Share-based Payments at the acquisition date.
Assets (or disposal groups) that are classified as held for sale in accordance with Ind-AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IndAS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss. If the contingent consideration is not within the scope of IndAS 109, it is measured in accordance with the appropriate Ind-AS. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.

Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be

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impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, where the business combination had occurred after that date, the prior period information is restated only from that date.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed off, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.

b) Business combinations - common control transactions

Common control business combination means a business combination involving entities or businesses in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.

Common control business combination are accounted for using the pooling of interests method as follows:

The assets and liabilities of the combining entities are reflected at their carrying amounts.
No adjustments are made to reflect fair values, or recognise any new assets or liabilities. Adjustments are only made to harmonise accounting policies.
The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with the corresponding balance appearing in the financial statements of the transferee or is adjusted against general reserve.
The identity of the reserves are preserved and the reserves of the transferor become the reserves of the transferee.
The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately from other capital reserves

c) Investment in joint ventures

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining joint control are similar to those necessary to determine control over the subsidiaries.

The Group’s investments in its joint venture are accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment individually.

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The Statement of Profit and Loss reflects the Group’s share of the results of operations of the joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the Statement of Changes in Equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.

If an entity’s share of losses of a joint venture equals or exceeds its interest in the joint venture (which includes any long term interest that, in substance, form part of the Group’s net investment in the joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture and accordingly discloses the same as net liability under equity method of accounting. If the joint venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the Statement of Profit and Loss.

The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognises the loss as ‘Share of profit of a joint venture’ in the Statement of Profit and Loss.

Upon loss of joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value

of the retained investment and proceeds from disposal is recognised in profit or loss

d) Current versus non- current classification

The Group presents assets and liabilities in the Balance Sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.

The operating cycle is the time between publishing of advertisement and circulation of newspaper and its realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

e) Foreign currencies

The Group’s consolidated financial statements are presented in INR, which is also the Parent Company’s functional currency. For each entity the Group determines the functional currency and items included in the financial

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statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

Transactions and balances

(i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

Exchange differences pertaining to long term foreign currency loans obtained or re-financed on or before March 31, 2015:

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average rate if the average approximates the actual rate at the date of the transaction.

Exchange differences on long-term foreign currency monetary items relating to acquisition of depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the assets in accordance with option available under Ind-AS 101 (first time adoption).

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences pertaining to long term foreign currency loans obtained or re-financed on or after April 1, 2015:

Exchange differences arising on the settlement or translation of monetary items are recognised in profit or loss with the exception to the following:

They are deferred in equity if they relate to qualifying cash flow hedges.
The exchange differences pertaining to long term foreign currency loans obtained or re-financed on or after April 1, 2015 is charged off or credited to the Statement of Profit and Loss account under Ind-AS.

Group companies

Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a foreign operation are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign operation and the reporting entity (e.g., consolidated financial statements when the foreign operation is a subsidiary), such exchange differences are recognised initially in OCI under the head “Foreign Currency Translation Reserve”. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item

On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. For practical reasons, the Group uses an average rate to translate income and expense items, if the average rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

Any goodwill arising in the acquisition/ business combination of a foreign operation on or after April 1, 2015 and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

Any goodwill or fair value adjustments arising in business combinations/ acquisitions, which occurred before the date of transition to Ind-AS (April 1, 2015), are treated as

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assets and liabilities of the entity rather than as assets and liabilities of the foreign operation. Therefore, those assets and liabilities are non-monetary items already expressed in the functional currency of the parent and no further translation differences occur.

Cumulative currency translation differences for all foreign operations are deemed to be zero at the date of transition, viz., April 1, 2015. Gain or loss on a subsequent disposal of any foreign operation excludes translation differences that arose before the date of transition but includes only translation differences arising after the transition date.

f) Fair value measurement

The Group measures financial instruments, such as, derivatives and certain investments at fair value at each reporting/ Balance Sheet date.

In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 — Valuation techniques for which inputs are unobservable inputs for the asset or liability

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as investment properties, unquoted financial assets and significant liabilities.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value.

Other fair value related disclosures are given in the relevant notes :

Disclosures for valuation methods, significant estimates and assumptions (Note 41)
• Quantitative disclosures of fair value measurement hierarchy (Note 41)
Investments at Fair Value through profit and loss (Note 7B)
Investment properties (Note 4)
Financial instruments (including those carried at amortised cost) (Note 41)

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g) Revenue recognition

Effective April 1, 2018 the Group has adopted Ind AS 115 “Revenue from Contracts with Customers” using the cumulative catch-up up transition method which is applied to contracts that were not completed as of April 1, 2018.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts, volume rebates, if any, as specified in the contract with the customer. Revenue excludes taxes collected from customers. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

Goods and Service Tax (GST) is not received by the Group on its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue.

Contract asset represents the Group’s right to consideration in exchange for services that the Group has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as Unbilled receivable.

Revenue from advertisement is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates.

Sale of News & Publications, Waste Paper and Scrap

For contracts with a significant financing component, an entity adjusts the promised consideration to reflect the time value of money.

Printing Job Work

Revenue from printing job work is recognized on the completion of job work as per terms of the agreement. Revenue from job work is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).

The specific recognition criteria described below must also be met before revenue is recognised:

Airtime Revenue

Revenue is recognized as and when advertisement is published/ displayed and when it is “probable” that the Group will collect the consideration it is entitled to in exchange for the services it transfers to the customer.

Revenue from online advertising

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price, which is the consideration, adjusted for allowances, trade discounts and volume rebates.

which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue in this respect is recognized as and when advertisement is displayed. Unearned revenues are reported on the Balance Sheet as deferred revenue/ Contract liability.

Revenue from subscription of packages of placement of job postings on 'shine.com' is recognized at the time the job postings are displayed based upon customer usage patterns, or upon expiry of the subscription package whichever is earlier and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue from Job Fair and Resume Services

Revenue from sale of leads

Revenue from sale of leads on ‘htcampus.com’ is recognised at the time of delivery of the leads to the customer and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue from SMS pushes/voice calls

Revenue is recognised after the delivery of SMS pushes/ voice calls and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue from content

Revenue from Education services

Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, fee or price to the customer is fixed or determinable and collectability is reasonably assured

Tuition and educational services encompasses all educational delivery modalities (i.e online, on-campus etc.) and
Revenue is recognized (Tuition fee including registration fee, net of discounts) over the period of instruction as services are delivered to students, which may vary depending on the program structure. Following situations may arise-
Regular Students: Revenue is recognized over the period of instruction for the program.
Students on Break: Revenue is deferred till the time student joins back and revenue is recognized once the student’s period of instructions starts again.
Drop out students: Revenue is recognized to the extent instructions are delivered and payment is received.
Students are billed separately for each program, resulting in the recording of a receivable from the student and deferred revenue in the amount of the billing.
The Group generally recognizes revenue evenly over the period of instruction (e.g. five weeks for a fiveweek course) as services are delivered to the student.

Revenue is recognised basis of log records of operators and is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts and volume rebates, if any.

Revenue from social media

Revenue is recognised basis of actual output delivered in a month to the client as per the terms of the RO/ email from client and is measured based on the transaction price,

For students who enrolls at Group’s programs on risk free basis (100% scholarship, Ambassador program, Trials), the Group does not recognize revenue for that program until students decide to continue beyond the risk free period, which is when the fees become fixed and determinable.
The Group reassesses collectability throughout the period revenue is recognized when there are changes

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in facts or circumstances that indicate collectability is no longer reasonably assured.

Security deposit collected from students are refundable post completion of the program and are not recognized as revenue.

Interest income

For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (ElR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the Statement of Profit and Loss.

Dividends

Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders approve the dividend.

h) Government grants

When the Group receives grants relating to the purchase of property, plant and equipment, the asset and the grant are recorded at fair value and are released to the Statement of Profit and Loss over the expected useful lives of related assets.

i) Taxes

Current income tax

Tax expense comprises current and deferred tax.

Deferred tax

Deferred tax is provided considering temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences except :

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
In respect of taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax

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credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
In respect of deductible temporary differences associated with investments in subsidiaries and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised

assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. Acquired deferred tax benefits recognised within the measurement period reduce goodwill related to that acquisition if they result from new information obtained about facts and circumstances existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred tax benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain purchase gains. All other acquired tax benefits realised are recognised in profit or loss.

MAT Credits are in the form of unused tax credits that are carried forward by the Group for a specified period of time. Accordingly, MAT Credit Entitlement are grouped with Deferred Tax Asset in the Balance Sheet. The Group reviews at each Balance Sheet date the reasonable certainty to recover deferred tax asset including MAT Credit Entitlement.

GST/ value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:

When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance Sheet.

j) Property, plant and equipment

The Group has applied the one time transition option of considering the carrying cost of property, plant and

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equipment, investment property and intangible assets on the transition date i.e. April 1, 2015 as the deemed cost under Ind-AS.

allocated based on the valuation carried out by independent expert at the time of acquisition. Other assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

The Group identifies and determines cost of asset significant to the total cost of the asset having useful life that is materially different from that of the remaining life.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Recognition:

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

(a) it is probable that future economic benefits associated with the item will flow to the entity; and
(b) the cost of the item can be measured reliably.

Subsequent expenditure related to an item of property, plant and equipment is added to its book value only if it increased the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing assets, including day- to- day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Value for individual assets acquired from 'The Hindustan Times Limited' (the Holding Company) in an earlier year is

Type of asset	Useful lives estimated by management (Years)
Factory Buildings	5 to 30
Buildings	3 to 60
(other than factory buildings)
Plant & Machinery	2 to 21
IT Equipments	1 to 6
Office Equipments	1 to 5
Furniture and Fittings	2 to 10
Vehicles	8

The Group, based on technical assessment made by the management depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule ll to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21 years. These useful lives are higher than those indicated in Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, Plant and Equipment which are added/disposed off during the year, depreciation is provided on pro-rata basis with reference to the month of addition/deletion.

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Subsequent expenditure can be capitalised only if it is probable that future economic benefits associated with the expenditure will flow to the Group.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

k) Investment properties

The Group depreciates building component of investment property over useful life of 30 years from the date of possession of property.

Though the Group measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on bi-annual evaluation performed by an accredited external independent valuer.

Investment properties are derecognised either when they have been disposed off or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of de-recognition.

l) Intangible assets

The Group has applied the one time transition option of considering the carrying cost of Intangible assets on the transition date i.e. April 1, 2015 as the deemed cost under Ind-AS.

Value for individual software license acquired by the Parent Company from its Holding Company and by Subsidiary Company HMVL from the Parent Company in an earlier year is allocated based on the valuation carried out by an independent expert at the time of acquisition.

Purchased copyrights by a subsidiary are accounted for at costs. In case of slump purchases by a subsidiary, value for copyright acquired is allocated based on the valuation carried out by an independent expert at the time of acquisition.

Costs incurred in planning or conceptual development of the web site are expensed as incurred. Once the planning or conceptual development of a web site has been achieved, and the project has reached the application development stage, the Group capitalizes all costs related to web site application and infrastructure development including costs relating to the graphics and content development stages. Training and routine maintenance costs are expensed as incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Statement of Profit and Loss.

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An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss.

Goodwill acquired separately are measured on initial recognition at cost.

Intangible assets are amortized on straight line basis using the estimated useful life as follows:

Intangible assets	Useful lives (years)
Website Development Software licenses License Fees (One time entry fee) Non- compete fees Curriculum Brand	3 – 6 1 – 6 15 Over the period of agreement of non- compete fees 3 Indefinite useful life

m) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

n) Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the rightof-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the Statement of Profit and Loss.

The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due

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to modification as an adjustment to the right-of-use asset and Statement of Profit and Loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the remeasurement in Statement of Profit and Loss.

The Group has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

initial application (April 1, 2019). Accordingly, the Group has not restated comparative information. As on April 1, 2019, the Group has recognized a right of use asset at an amount equivalent to the lease liability and consequently there is no adjustment to the opening balance of retained earnings as on April 1, 2019. On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.

Refer note 2.3(n) – Significant accounting policies – Leases in the Annual report of the Company for the year ended March 31, 2019, for the policy as per Ind AS 17.

Identification of lease:

As a practical expedient a lessee (the Group) has elected, by class of underlying asset, not to separate lease components from any associated non-lease components. A lessee (the Group) accounts for the lease component and the associated non-lease components as a single lease component.

Group as a lessor

At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight- line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease.

Transition to Ind AS 116

The Group has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, recognised on the date of

The Group has reassessed whether a contract is, or contains, a lease at the date of initial application.

Leases previously classified as operating leases:

The Group has recognised a lease liability at the date of initial application for leases previously classified as an operating lease applying Ind AS 17 (other than those which does not satisfy the lease definition criteria under Ind AS 116). The Group has measured lease liability at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate at the date of initial application.
The Group has recognised a right-of-use asset at the date of initial application for leases previously classified as an operating lease applying Ind AS 17 (other than those which does not satisfy the lease definition criteria under Ind AS 116). The Group has opted to measure right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the Balance Sheet immediately before the date of initial application.
The Group has relied on its assessment of whether leases are onerous applying Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.
The Group has opted not to apply the above transition requirements to leases for which the lease term ends within 12 months of the date of initial application.

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Leases previously classified as finance leases:

For leases that were classified as finance leases applying Ind AS 17, the carrying amount of the rightof-use asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before that date measured applying Ind AS 17.

Work- inLower of cost and net realizable value. Cost progress includes direct materials and a proportion of and manufacturing overheads based on normal finished operating capacity. Cost is determined on a goods weighted average basis. Scrap and At net realizable value waste papers

Impact on transition as on April 1, 2019:

	InJLacs
Right-of-use assets – property, plant and equipment Lease liabilities Retained earnings	13,221 13,221 -

	InJLacs
Operating lease commitments at March 31, 2019 as disclosed under Ind AS 17 in the Group’s financial statements (A) Less : Transactions in the nature of lease under Ind AS 17 but does not qualify definition of lease under Ind AS 116 (B) Net Operating lease commitments (C)=(A)-(B) Discounted using the incremental borrowing rate at April 1, 2019 (D) Lease liabilities recognised at April 1, 2019 (E) Difference(D)-(E)	18,010 94 17,916 13,221 13,221 -

The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognized in the Balance Sheet at the date of initial application.

o) Inventories

Inventories are valued as follows :

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

p) Impairment of non-financial assets

For assets with definite useful life, the Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and

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applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss.

q) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit and Loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

r) Employee benefits

Short term employee benefits and defined contribution plans:

All employee benefits payable/available within twelve months of rendering the service are classified as shortterm employee benefits. Benefits such as salaries, wages and bonus etc. are recognised in the Statement of Profit and Loss in the period in which the employee renders the related service.

Employee benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

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Gratuity

Compensated Absences

Gratuity is a defined benefit scheme. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Group recognises related restructuring cost

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

Service costs comprising current service costs, pastservice costs, gains and losses on curtailments and non-routine settlements; and

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Group treats accumulated leave expected to be carried forward beyond twelve months, as long- term employee benefit for measurement purposes. Such longterm compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the period end. Actuarial gains/losses are immediately taken to the Statement of Profit and Loss and are not deferred. The Group presents the leave as a current liability in the Balance Sheet to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Group has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non- current liability.

s) Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Sharebased payments are primarily administered through Employee welfare trusts.

Equity-settled transactions

Net interest expense or income

Termination Benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the Group recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of terminations benefits. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. As per Ind-AS 101, the Group is allowed to apply intrinsic value method to the options already vested before the date of transition and Ind-AS 102, Share-based payment, to equity instruments that remain unvested as of transition date. The Group has elected to avail this exemption and applied the requirements of Ind-AS 102 to all employee stock options that remained unvested as on the transition date.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity,

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over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The Statement of Profit and Loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

t) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets, other than trade receivable which is recognised at transaction price as per Ind AS 115, are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

Debt instruments at amortised cost
Debt instruments at fair value through other comprehensive income (FVTOCI)
Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

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premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables. For more information on receivables, refer to Note 41.

Debt instrument at FVTOCI

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are Ind-AS classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made on Initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Group’s Balance Sheet) when:

Debt instruments at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Group may elect to designate a debt instrument which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

The rights to receive cash flows from the asset have expired, or
The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has

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neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Impairment of financial assets

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance
b) Lease receivables under Ind-AS 116
c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind-AS 115 (referred to as ‘contractual revenue receivables’ in these financial statements)

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on:

Trade receivables or contract revenue receivables; and
All lease receivables resulting from transactions within the scope of Ind-AS 116

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forwardlooking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the P&L. The Balance Sheet presentation for various financial instruments is described below:

Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the Balance Sheet. The allowance reduces the net carrying amount. Until the asset meets writeoff criteria, the Group does not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss. the Group combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

The Group does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination.

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Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

an integral part of the EIR. The ElR amortisation is included as finance costs in the Statement of Profit and Loss.

This category generally applies to borrowings. For more information refer Note 16C.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the Statement of Profit and Loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the ElR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are

Embedded derivatives

If the hybrid contract contains a host that is a financial asset within the scope of Ind-AS 109, the Group does not separate embedded derivatives. Rather, it applies the classification requirements contained in Ind-AS 109 to the entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss, unless designated as effective hedging instruments.

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Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

instruments and hedged items including whether the hedging instrument is expected to offset changes in cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking various hedge transactions at the inception of each hedge relationship.

Cash flow hedges that qualify for hedge accounting

u) Derivative financial instruments and hedge accounting

Derivative accounting

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as forward currency contracts. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.

Hedge Accounting

Initial recognition and subsequent measurement

The HT Media Limited designates (Cash Flow Hedge):

Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to FCNR Loan availed in Euro.
Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to FCNR Loan.

The Hindustan Media Ventures Limited designates (Cash Flow Hedge):

Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to External Commercial Borrowing (ECB) availed in USD.
Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to ECB.

When option contracts are used to hedge foreign currency risk, the Group designates only the intrinsic value of the option contract as the hedging instrument.

v) Cash and cash equivalents

The Group documents at the inception of the hedging transaction the economic relationship between hedging

Cash and cash equivalent in the Balance Sheet comprise cash at banks and on hand and short-term deposits with

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an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the Statement of Cash Flow, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.

and Loss. The Group measures EBITDA on the face of profit/ (loss) from continuing operations. In the measurement, the Group does not include depreciation and amortization expense, finance costs and tax expense.

z) Earnings per share

Basic earnings per share

Basic earnings per share are calculated by dividing:

w) Cash dividend and non- cash distribution to equity holders of the parent

The Group recognises a liability to make cash or non-cash distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount of the assets distributed is recognised in the Statement of Profit and Loss.

the profit attributable to owners of the Company
by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

x) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non–occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

2.4. Significant accounting judgements, estimates and assumptions

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods

The areas involving critical estimates are as below:

Property, Plant and Equipment

y) Measurement of EBITDA

The Group has elected to present earnings before finance costs, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the Statement of Profit

The Group, based on technical assessment and management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013.

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The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21 years. These useful lives are higher than those indicated in Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Further details about gratuity obligations are given in Note 35.

The areas involving critical judgements are as below:

Contingent Liability and commitments

The Group is involved in various litigations. The management of the Group has used its judgement while determining the litigations outcome of which are considered probable and in respect of which provision needs to be created.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the longterm nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Further details on taxes are disclosed in Note 17.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 41 for further disclosures.

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Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Impairment of non- financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent markets transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Share Based Payment

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 36.

Volume discounts and pricing incentives

The Group accounts for volume discounts and pricing incentives to customers as a reduction of revenue based on the rateable allocation of the discounts/ incentives amount to each of the underlying revenue transaction that results in progress by the customer towards earning the discount/ incentive. Also, when the level of discount varies with increases in levels of revenue transactions, the Group recognizes the liability based on its estimate of the customer’s future purchases. If it is probable that the criteria for the discount will not be met, or if the amount thereof cannot be estimated reliably, then discount is not recognized until the payment is probable and the amount can be estimated reliably. The Group recognizes changes in the estimated amount of obligations for discounts in the period in which the change occurs.

Determining the lease term of contracts with renewal and termination options – as lessee

The Group determines the lease term as the noncancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

The periods covered by termination options are included as part of the lease term only when they are reasonably certain not to be exercised.

For further details about leases, refer to accounting policy on leases and Note 31.

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(HLacs) Particulars Land-Free hold (refer note 4 below) Leasehold Land (refer note 31) Buildings (refer note 4 below) Improvement to leasehold premises Plant & Machinery (refer note 4 below) Office Equipment (refer note 4 below) Furniture & Fixtures (refer note 4 below) Vehicles Total Cost or Valuation As at April 1, 2018 981 2,666 10,610 6,231 54,747 2,177 1,877 498 79,787 Additions - 2,534 957 198 3,916 199 50 - 7,854 Disposals/ Adjustments - - - 623 1,570 141 122 36 2,492 Exchange differences - - - (5) (21) - - - (26) As at March 31, 2019 981 5,200 11,567 5,801 57,072 2,235 1,805 462 85,123 Additions - - 1,040 124 1,376 349 61 - 2,950 Acquisition of Subsidiary (Refer Note 47) - - - 660 428 1,778 351 - 3,217 Reclassification to right - of - use assets - 5,200 - - - - - - 5,200 Disposals/ Adjustments - - 1 563 2,729 311 183 - 3,787 Exchange differences - - - (9) (33) - - - (42) As at March 31, 2020 981 - 12,606 6,013 56,114 4,051 2,034 462 82,261 Accumulated Depreciation/ Impairment As at April 1, 2018 - 133 1,485 2,677 19,664 1,229 637 168 25,993 Depreciation charge for the year - 74 517 681 4,602 350 181 65 6,470 Disposals/ Adjustments - - - 530 1,373 126 85 6 2,120 Impairment reversal - - - - (59) - - - (59) As at March 31, 2019 - 207 2,002 2,828 22,834 1,453 733 227 30,284 Depreciation charge for the year - - 544 582 4,610 355 162 60 6,313 Acquisition of Subsidiary (Refer Note 47) - - - 587 419 1,557 333 - 2,896 Reclassification to right - of - use assets - 207 - - - - - - 207 Disposals/ Adjustments - - 2 455 2,191 288 173 - 3,109 Impairment Charge/ (Reversal) (refer note 3 below) - - - 317 (339) 1 - - (21) As at March 31, 2020 - - 2,544 3,859 25,333 3,078 1,055 287 36,156 Net Block As at March 31, 2020 981 - 10,062 2,154 30,781 973 979 175 46,105 As at March 31, 2019 981 4,993 9,565 2,973 34,238 782 1,072 235 54,839	Total	79,787 7,854 2,492 (26) 85,123 2,950 3,217 5,200 3,787 (42) 82,261 25,993 6,470 2,120 (59) 30,284 6,313 2,896 207 3,109 (21) 36,156 46,105 54,839
	Vehicles	498 - 36 - 462 - - - - - 462 168 65 6 - 227 60 - - - - 287 175 235
	Furniture & Fixtures (refer note 4 below)	1,877 50 122 - 1,805 61 351 - 183 - 2,034 637 181 85 - 733 162 333 - 173 - 1,055 979 1,072
	Office Equipment (refer note 4 below)	2,177 199 141 - 2,235 349 1,778 - 311 - 4,051 1,229 350 126 - 1,453 355 1,557 - 288 1 3,078 973 782
	Plant & Machinery (refer note 4 below)	54,747 3,916 1,570 (21) 57,072 1,376 428 - 2,729 (33) 56,114 19,664 4,602 1,373 (59) 22,834 4,610 419 - 2,191 (339) 25,333 30,781 34,238
	Improvement to leasehold premises	6,231 198 623 (5) 5,801 124 660 - 563 (9) 6,013 2,677 681 530 - 2,828 582 587 - 455 317 3,859 2,154 2,973
	Buildings (refer note 4 below)	10,610 957 - - 11,567 1,040 - - 1 - 12,606 1,485 517 - - 2,002 544 - - 2 - 2,544 10,062 9,565
	Leasehold Land (refer note 31)	2,666 2,534 - - 5,200 - - 5,200 - - - 133 74 - - 207 - - 207 - - - - 4,993
	Land-Free hold (refer note 4 below)	981 - - - 981 - - - - - 981 - - - - - - - - - - - 981 981
	Particulars	Cost or Valuation As at April 1, 2018 Additions Disposals/ Adjustments Exchange differences As at March 31, 2019 Additions Acquisition of Subsidiary (Refer Note 47) Reclassification to right - of - use assets Disposals/ Adjustments Exchange differences As at March 31, 2020 Accumulated Depreciation/ Impairment As at April 1, 2018 Depreciation charge for the year Disposals/ Adjustments Impairment reversal As at March 31, 2019 Depreciation charge for the year Acquisition of Subsidiary (Refer Note 47) Reclassification to right - of - use assets Disposals/ Adjustments Impairment Charge/ (Reversal) (refer note 3 below) As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019

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Note 3 : Property, Plant and Equipment and Capital Work-in-Progress (Contd..)	1. For assets subject to charge, refer note 16A.	2. Certain assets are held under joint ownership with others:	(HLacs)	March 31, 2020 March 31, 2019	Particulars Leasehold Plant & Leasehold Plant &	Improvement machinery Improvement machinery		Cost 431 313 431 313	Accumulated depreciation 245 91 219 60	Net block 186 222 212 253	These assets are towards Company's proportionate share for right to use in the Common Infrastructure for channel transmission (for its four stations) built on land	owned by Prasar Bharti and used by all the broadcasters at respective stations as per the terms of bid document on FM Radio Broadcasting.	3. Additional information for which impairment loss/reversal of impairment has been recognized are as under:	i) Nature of asset :Plant and Machinery	Includes reversal of impairment amounting toH339 lacs	a) Amount of Impairment Reversal:H339 lacs (Previous Year:H59 lacs)	Reason for Reversal of Impairment : Sale of asset	ii) Nature of asset :Improvement to leasehold premises	Amount of Impairment:H317 lacs (Previous Year: Nil)	Reason for Impairment : Impairment pursuant to announcement of restructuring of the study mate business of a wholly owned subsidiary (HTLC).	iii) Nature of asset :Office Equipment	Amount of Impairment :H1 Lakh (Previous Year: Nil)	Reason for Impairment : Impairment pursuant to announcement of restructuring of the study mate business of a wholly owned subsidiary (HTLC).

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4. Details of assets given under operating lease are as under :	(HLacs)	March 31, 2020 March 31, 2019	Particulars Plant and Machinery Freehold Land Buildings Office Equipment Furniture & Fixture Plant and Machinery Freehold Land Buildings	Gross block 4,861 296 1,412 20 1 2,942 296 808	Accumulated depreciation 2,723 - 217 8 - 1,739 - 134	Net block 2,138 296 1,195 12 1 1,203 296 674	Depreciation for the year 319 - 54 4 - 162 - 36	5. Capital work in progress:

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Note 4 : Investment Property

	(HLacs)
Particulars	Amount
Cost As at April 1, 2018 Additions Less : Disposals As at March 31, 2019 Additions Less : Transferred to Capital work in progress under the head Property, Plant and Equipment Less : Disposals As at March 31, 2020 Accumulated Depreciation and impairment As at April 1, 2018 Depreciation (Refer note 28) Impairment (Refer note 29) Less : Disposals As at March 31, 2019 Depreciation (Refer note 28) Impairment (Refer note 29) Less : Disposals As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019
	45,664
	8,643 2,671
	51,636
	6,089 911 2,584
	54,230

	1,107
	339 4,604 162
	5,888
	385 1,323 276
	7,320

	46,910
	45,748

Information regarding income and expenditure of investment property (excluding profit/ (loss) on sale of investment and impairment of properties)

impairment of properties)
		(HLacs)
Particulars	31-Mar-20	31-Mar-19
Rental income derived from investment properties Direct operating expenses (including repairs and maintenance) generating rental income Direct operating expenses (including repairs and maintenance) that did not generate rental income Profit arising from investment properties before depreciation and indirect expenses	112	88 7 37
	11
	40
	61	44

The management has determined that the investment properties consist of two classes of assets - residential and commercial- based on the nature, characteristics and risks of each property.

As at March 31, 2020 and March 31, 2019, the fair values of the properties are H 51,965 lacs and H 50,466 lacs respectively. These valuations are based on valuations performed by an accredited independent valuer who is specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

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Note 4 : Investment Property (Contd..)

The Group has no restrictions on the realisability of its investment properties. The fair values of the fully constructed investment properties held by the Group in Lavasa Corporation Limited are not reliably measurable on a continuing basis. The market for comparable properties is inactive and alternative reliable measurements of fair value are not available.

During the previous year also the group had no restrictions on the realisability of its investment properties except for the Investment properties amounting to H 4,016 lacs purchased from Lavasa Corporation Ltd. The fair values of investment properties held by the group in various properties of Lavasa Corporation Limited had not been considered since the National Company Law Tribunal had appointed Insolvency Resolution Professionals for this Company and the proceedings will be governed according to the Insolvency and Bankruptcy Code of India, 2016. The group had made an impairment provision of H 3,480 lacs during the previous year on conservative basis on the under construction properties of Lavasa Corporation Limited.

There are contractual obligations of H 4,593 lacs as on March 31, 2020 (Previous Year: H 3,186 lacs) to purchase investment properties whereas there are no contractual obligations to construct or develop investment properties or for repairs and enhancements.

Estimation of Fair Value

Additional information for which impairment loss has been recognized are as under:

1) Nature of asset: Investment Property
2) Amount of Impairment: H 1,323 lacs (Previous Year: H 4,604 lacs)
3) Reason for impairment: Fair value being recoverable amount was determined for disclosure requirement. The same was compared with the carrying amount to assess impairment.

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(HLacs)		Brand Total			496 51,573	- 455	- 433	- (10)	496 51,585	- 55	2,875 27,345		- 60	- -		- (17)	3,371 78,908			- 9,733	- 3,929	- 401	- -	- 13,261	- 6,718	- 3,804
		Non compete fees			20	-	-	-	20	-	-		-	-		-	20			14	-	-	-	14	-	-
	Other Intangible assets	Particulars Goodwill Website Development Software Licenses License Fees Customer Relationship Agency relationship Curriculum		Cost or Valuation	As at April 1, 2018 1,773 458 5,432 45,159 - - 8	Additions - 65 390 - - - -	Disposals/ Adjustments - 200 228 - - - 5	Exchange differences - - (10) - - - -	As at March 31, 2019 1,773 323 5,584 45,159 - - 3	Additions - 21 34 - - - -	Acquisition of Subsidiary 17,628 - 122 22,875 378 1,095 -	(Refer note 47)	Disposals/ Adjustments - - 60 - - - -	Transferred to capital reserve (64) - - - - - -	(Refer note 14)	Exchange differences - - (17) - - - -	As at March 31, 2020 19,465 344 5,663 68,034 378 1,095 3	Accumulated Amortization/	Impairment	As at April 1, 2018 367 375 2,531 6,805 - - 8	Charge for the year* 38 11 918 3,000 - - -	Disposals - 166 230 - - - 5	Impairment 179 - - - - - -	As at March 31, 2019 584 220 3,219 9,805 - - 3	Charge for the year - 11 832 4,746 34 1,095 -	Acquisition of Subsidiary - - 119 3,685 - - -	(Refer Note 47)

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	Total	60 23,529 47,252 31,656 38,324
	Brand	- 75 75 3,296 496
	Non compete fees	- - 14 6 6
	Curriculum	- - 3 - -
ngible assets	Agency relationship	- - 1,095 - -
Other Inta	Customer Relationship	- 149 183 195 -
	License Fees	- 23,266 41,502 26,532 35,354
	Software Licenses	60 - 4,110 1,553 2,365
	Website Development	- 39 270 74 103
Goodwill		- 18,881 19,465 - 1,189
Particulars		Disposals/ Adjustment Impairment (Refer note 6 and note 30) As at March 31, 2020 Net Block As at March 31, 2020 As at March 31, 2019

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Note 6 : Impairment testing of goodwill

Goodwill pertaining to Education Business (reported under unallocated segment) has been tested for impairment as below:

For the purposes of impairment testing, goodwill is allocated to the Cash Generating Units (CGU) pertaining to Education business:

(H Lacs)

Intangible assets	Education Unit	Education Unit	Education Unit	Education Unit	Total	Total
	Higher Education		Learning Centers
	March 31, 2020	March 31, 2019 645	March 31, 2020	March 31, 2019 608	March 31, 2020	March 31, 2019
Goodwill	-		-		-	1,253

The recoverable amount of the CGU is based on its value in use.

Learning Center business

Owing to changing consumer needs and preferences and shift of focus to technology driven services, the Group has decided to restructure its learning Center business (english mate and study mate business), accordingly, the value in use for the aforesaid business is determined to be Nil since no cash flows from future operations are expected. The same is being compared with the Carrying amount of Goodwill as stated above. Accordingly, entire goodwill of H 608 lacs pertaining to Learning center business has been impaired during the year.

Higher Education Business

The recoverable amount of the Higher Education business is based on its value in use. The value in use for the aforesaid business is determined to be Nil since no cash flows from future operations are expected. The same is being compared with the Carrying amount of Goodwill as stated above. Accordingly, entire goodwill amounting to H 645 lakh has been impaired during the year.

Radio Business

Goodwill amounting to H 17,628 lacs recognised on acquisition of Next Mediaworks Limited and Next Radio Limited during the current year (refer note 47)

For the purposes of impairment testing, goodwill is allocated to the Cash Generating Units (CGU) pertaining to Radio business. The recoverable amount of the CGU (H 24,466 lacs) is based on Fair value/Enterprise Value.

On June 30, 2019, Fair Value/Enterprise Value was computed basis the Level 1 approach. The same was compared with Net assets value including Goodwill. It resulted in impairment of entire Goodwill of H 17,628 lacs.

Note 7A : Investment in joint ventures (accounted for using equity method) #

(H Lacs)

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Unquoted HT Content Studio LLP (99.99% Profit Sharing Ratio) (in form of capital contribution) Sports Asia Pte Ltd.@ Nil (Previous year: Nil) Equity Share of SGD 1/- each, fully paid Total*		- (256)
	57

	(256)

	(199)	(256)

As on March 31, 2020, the Group has invested H 324 lacs in HT Content Studio LLP and has accounted for net asset/ liability in the entity as per equity method of accounting.

@ As on March 31, 2020, the Company had not invested any amount in Sports Asia Pte Ltd. However, the Company had accounted for net liability of H 256 lacs in the entity as per equity method of accounting.

Also refer note 34A

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Note 7B : Investments

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
(A) Investment at fair value through profit and loss Unquoted Investment in venture capital funds Investment in equity instruments and warrants Investment in preference shares Investment in debt instruments Quoted Investment in equity instruments and warrants Investment in mutual funds Total Investment at fair value through profit and loss (A) (B) Investment at amortised cost Unquoted Investment in Bonds Quoted Investment in Bonds Total Investment at amortised cost (B) (C) Investment at fair value through other comprehensive income Investment in fellow subsidiary Quoted Digicontent Limited (Refer note 45) 4.41 lacs (Previous Year: Nil) equity shares ofH2 each fully paid up Total Investment at fair value through other comprehensive income Total Investments (A+B+C) Current Non - Current* Aggregate book value of quoted investments Aggregate market value of quoted investments Aggregate value of unquoted investments		5,855 7,010 1,230 1,079 3,251 211,120

	8,815
	4,601
	1,392
	597

	1,364
	159,383
	176,152	229,545 2,500 400


	-

	-
	-	2,900 -



	19

	19	-
	176,171	232,445
	55,848	132,803
	120,323	99,642
	160,766	214,771 214,804 17,674
	160,766
	15,405

H 59,193 lacs (Fair value) of mutual fund (Original cost: H 51,303 lacs) are pledged in favour of banks against Overdraft and ECB facility in F.Y. 19-20 (F.Y 1819 - Fair value : H 58,888 lacs & Original Cost :H 51,300 lacs ).

Note 7C : Loans

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Loans carried at amortised cost Unsecured considered good Inter-Corporate Deposits (Refer Note 38A) Security Deposit {includes receivable from Holding CompanyH3,435 lacs (Previous Year:H4,991 lacs)} Loan to Employee Stock Option Trusts Total Loans Current Non - Current		8,000 6,015 198

	8,000
	4,394
	97
	12,491	14,213
	53	1,607
	12,438	12,606

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Note 7C : Loans (Contd..)

Note 7C : Loans (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Secured, considered good Unsecured, considered good Unsecured, considered doubtful Allowance for bad and doubtful loans Total Loans	-	- 14,213 -
	12,491
	-
	12,491	14,213
	-	-
	12,491	14,213

Note 8 : Other Financial Assets

Note 8 : Other Financial Assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
(A) Other Financial Assets at amortised cost Balance with Banks : - Margin money (held as security) Lease Receivable Interest accrued on Inter-Corporate Deposits (Refer Note 38A) Interest accrued on Bank deposits Other Receivables {includes receivable from related partyH2 lacs (Previous Year:H14 lacs)} Unbilled receivables Total Other Financial Assets at amortised cost (B) Other Financial Assets at fair value through other comprehensive income (i) Derivatives - Forex derivative contracts@ Total Other Financial Assets at fair value through other comprehensive income (C) Other Financial Assets at fair value through profit and loss account - Forex derivative contracts # Total Other Financial Assets at fair value through profit and loss account Total Other Financial Assets (A)+(B)+(C) Current Non - Current*		262 1,812 1,010 224 161 218

	250
	1,516
	1,916
	129
	253
	293
	4,357	3,687 394


	1,001
	1,001	394 -

	245
	245	-
	5,603	4,081
	1,419	1,268
	4,184	2,813

Represents deposit receipts pledged with banks and held as margin money.

** Represents present value of minimum lease rentals receivable in respect of assets given on finance lease to the Holding Company (Refer Note 38A).

@ Represents Derivative instruments at fair value through other comprehensive income and reflect the positive change in fair value of those foreign exchange option contracts that are designated in hedge relationships.

Represents Derivative instruments at fair value through profit and loss account and reflect the positive change in fair value of currency swap contract that is not designated in hedge relationships.

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Note 8 : Other Financial Assets (Contd..)

Loans and receivables (classified at amortised cost) are non-derivative financial assets which generate a fixed or variable interest income for the Company. The carrying value may be affected by changes in the credit risk of the counterparties.

Break up of financial assets carried at amortised cost:

Break up of financial assets carried at amortised cost:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Investments (Note 7B) Trade receivables (Note 12A) Cash and cash equivalents (Note 12B) Bank Balance other than mentioned above (Note 12C) Loans (Note 7C) Other Financial assets (Note 8) Total	-	2,900 41,205 15,817 8,043 14,213 3,687
	40,081
	5,890
	4,139
	12,491
	4,357
	66,958	85,865

Note 9 : Other current & non- current assets

Note 9 : Other current & non- current assets
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Capital advances Advances other than capital advances Prepaid expenses {includes receivable from related partyH497 lacs (Previous Year: H573 lacs)} Advance given {includes receivable from related partyH123 lacs (Previous Year:H 6 lacs)} Balance with statutory/government authorities Deferred Premium Call Spread Total Current Non- current	304	428 3,602 2,642 4,411 376

	1,787
	2,142
	6,955
	1,091
	12,279	11,459
	11,109	8,826
	1,170	2,633

Note 10 : Income tax assets (net)

Note 10 : Income tax assets (net)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Income Tax Assets (net) Total Non- current	5,033	3,715
	5,033	3,715
	5,033	3,715

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Note 11 : Inventories

Note 11 : Inventories
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Raw Materials [includes stock in transit-H2,649 lacs, Previous year-H2,934] lacs Work- in- Progress Stores and spares Scrap and waste papers Finished stock Total Inventories	11,168	13,597 38 2,619 63 1
	132
	2,622
	133
	88
	14,143	16,318

Note 12A : Trade Receivables

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Trade receivables Receivables from related parties (Refer note 38A) Total	40,054	41,180 25
	27
	40,081	41,205
		(HLacs)
	March 31, 2020	March 31, 2019
Secured, considered good Unsecured, considered good Unsecured, considered doubtful Loss allowance for bad and doubtful debts Total Trade Receivables	1,893	1,395 39,810 6,223
	38,188
	9,086
	49,167	47,428
	9,086	6,223
	40,081	41,205

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.

Note 12B : Cash and cash equivalents

Note 12B : Cash and cash equivalents
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Balance with banks : - On current accounts - Deposits with original maturity of less than three months Cheques/drafts on hand Cash on hand Total		4,570 2,079 8,930 238
	1,934
	2,566
	1,230
	160
	5,890	15,817

The Group has pledged a part of its short-term deposits to fulfill collateral requirements (refer note 16A).

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Note 12C : Other bank balances

Note 12C : Other bank balances
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Other bank balances - Deposits with original maturity of three months or more than three months - Deposits held in escrow account - Unclaimed dividend account Total*		3,315 4,718 10
	4,129
	-
	10
	4,139	8,043

These balances are not available for use by the Group as they represent deposit held in escrow account pursuant to the open offer made by HT Media under the SEBI(SAST) Regulations for purchase of equity shares of Next Mediaworks Limited. (Also refer note 47).

** These balances are not available for use by the Group as they represent corresponding unclaimed dividend liabilities.

For the purpose of the Statement of Cash Flow, cash and cash equivalents comprise the following:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Balance with banks : - On current accounts - Deposits with original maturity of less than three months Cheques/drafts on hand Cash on hand Less - Bank overdraft (note 16A) Total		4,570 2,079 8,930 238
	1,934
	2,566
	1,230
	160
	5,890	15,817
	3,614	1,012
	2,276	14,805

Note 13 : Share Capital

Authorised Share Capital

Particulars	Number of shares	Amount (JLacs)
At April 1, 2018 Increase/(decrease) during the year At March 31, 2019 Increase/(decrease) during the year At March 31, 2020	362,500,000	7,250
	-	-
	362,500,000	7,250
	-	-
	362,500,000	7,250

Terms/ rights attached to equity shares

The Parent Company has only one class of equity shares having par value of H 2 per share. Each holder of equity shares is entitled to one vote per share. The Parent Company declares and pays dividends 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.

In the event of liquidation of the Parent Company, the holders of equity shares will be entitled to receive remaining assets of the Parent Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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Note 13 : Share Capital (Contd..)

Issued and subscribed capital

Equity shares ofJ2 each issued, subscribed and fully paid	Number of shares	Amount (JLacs)
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	232,748,314	4,655
	-	-
	232,748,314	4,655
	-	-
	232,748,314	4,655

Reconciliation of the equity shares outstanding at the beginning and at the end of the year :

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of shares	Amount (JLacs)	Number of shares	Amount (JLacs)
Shares outstanding at the beginning of the year Shares Issued during the year Shares outstanding at the end of the year Elimination on account of Equity Shares held by HT Media Employee Welfare Trust (Refer note 45) Shares net of elimination on account of HT Media Employee Welfare Trust	232,748,314	4,655	232,748,314	4,655
	-	-	-	-
	232,748,314	4,655	232,748,314	4,655
	2,178,290	44	2,178,290	44
	230,570,024	4,611	230,570,024	4,611

Shares held by Holding/ Ultimate Holding Company and/ or their Subsidiaries/ Associates

Out of equity shares issued by the Company, shares held by its Holding Company, Subsidiary of Holding Company are as below:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
The Hindustan Times Limited, the Holding Company 1,618 lacs(previousyear 1,618 lacs)equityshares ofH2 each fully paid		3,235
	3,235

Details of shareholders holding more than 5% shares in the Company

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of shares (Lacs)	% holding in the No in class	Number of shares	% holding in the No in class
Equity shares ofH2 each fully paid The Hindustan Times Limited,the HoldingCompany			1,618	70.17%
	1,618	70.17%

As per records of the Parent Company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Shares reserved for issue under employee stock options

For details of equity shares reserved for the issue under employee stock options (ESOP) of the Group refer note 36

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Note 14 : Other Equity

Note 14 : Other Equity
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Securities Premium Capital Redemption Reserve Capital Reserve General Reserve Retained Earnings Foreign Currency Translation Reserve Cash flow Hedging Reserve Cost of Hedging Reserve Share-based Payment Reserve (SBP Reserve) FVTOCI Reserve Total	49,357	49,231 2,045 8,839 7,631 179,929 42 (148) (1,046) 14 -
	2,045
	8,903
	7,631
	143,202
	105
	(231)
	(107)
	72
	(103)
	210,874	246,537

Securities Premium

Securities Premium
	(HLacs)
Particulars	Amount
At April 1, 2018 Add/(Less) : Adjustment on account of Equity shares held by HT Media Employee Welfare Trust (Refer note 45) At March 31, 2019 Add/ (Less): Adjustment on account of Equity Shares held by HT Media Employee Welfare Trust (Refer note 45) At March 31, 2020	49,231
	-
	49,231
	126
	49,357

Capital Redemption Reserve

Capital Redemption Reserve
	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	2,045
	-
	2,045
	-
	2,045

(i) During the year 2006-07, amount of H 2,000 lacs have been transferred from profit and loss account to Capital Redemption Reserve on account of redemption of 2,000,000 1% Non-cumulative Redeemable preference shares of H 100/- each on September 16, 2006.

(ii) The Board of Directors at their meeting held on May 14, 2013, approved buy-back of fully paid-up equity shares of the Company having a face value of H 2/- , from the existing shareholders / beneficial owners, other than the promoters/persons who are in control of the Company, from the open market through stock exchanges, at a price not exceeding H 110/- per equity share payable in cash, for an aggregate amount not exceeding H 2,500 lacs. The Buy back Scheme envisaged the Buy Back of Shares of minimum of 5,68,182 equity shares and a maximum of 22,72,727 equity shares. Pursuant to above, during the year ended

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Note 14 : Other Equity (Contd..)

March 31, 2014, the Company has bought and extinguished 22,72,727 equity shares of H 2/- each. The shares extinguished had been bought for an aggregate consideration of H 1,881 lacs. The excess of aggregate consideration paid for Buy-Back over the face value of shares so bought back and extinguished, amounting to H 1,835 lacs, was adjusted against the Share Premium Account. Further an amount of H 45 lacs (equivalent to nominal value of shares bought back) had been transferred to Capital Redemption Reserve from General Reserves.

Capital Reserve

Capital Reserve
	(HLacs)
Particulars	Amount
At April 1, 2018^ Changes during the year At March 31, 2019 Changes during the year At March 31, 2020*	8,839
	-
	8,839
	64
	8,903

^ Origination of H 6,995 lacs is in relation to common control acquisition and H 1,427 lacs is in relation to demerger of business and H 417 lacs on account of redemption of preference shares.

Pertaining to past business acquisition transferred from Goodwill (refer note 5).

General reserve

General reserve
	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	7,631
	-
	7,631
	-
	7,631

Share-based Payment Reserve (SBP Reserve) (Refer Note 36 )

	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020	15
	(1)
	14
	58
	72

The Group has share option schemes under which options to subscribe for the Group’s shares have been granted to certain executives and senior employees.

The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration.

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Note 14 : Other Equity (Contd..)

Retained Earnings @

Retained Earnings @
	(HLacs)
Particulars	Amount
At April 1, 2018 Adjustment pursuant to scheme of arrangement (Refer note 48C) Net Profit for the year Items of other comprehensive income (OCI) recognised directly in retained earnings - Remeasurement on defined benefit plans, net of tax Dividend Paid Tax on Proposed Dividend expense At March 31, 2019 Adjustment relating to previous years (refer note 53) Net Profit for the year Items of other comprehensive income recognised directly in retained earnings - Remeasurement on defined benefit plans, net of tax Dividend Paid Tax on Proposed Dividend expense Adjustment for change in non controlling interest in HMVL pursuant to scheme of arrangement (Refer note 48C) At March 31, 2020	1,81,954
	319 (1,205) (26) 922 191
	1,79,929
	(956) (34,585) (215) 922 191 142
	1,43,202
Foreign Currency Translation Reserve [refer note 2.3(e)] @	(HLacs)
Particulars	Amount
At April 1, 2018 (Charge)/ Credit for the year At March 31, 2019 (Charge)/ Credit for the year At March 31, 2020	50
	(8)
	42
	63
	105
Cash flow Hedging Reserve ( Also refer note 40) @ #	(HLacs)
Particulars	Amount *
At April 1, 2018 Changes in intrinsic value of foreign currency options Changes in fair value of interest rate swaps Tax impact Amounts reclassified to profit or loss At March 31, 2019 Changes in intrinsic value of foreign currency options Changes in fair value of interest rate swaps Tax impact Amounts reclassified to profit or loss At March 31, 2020	-
	141 (239) 91 (141)
	(148)
	716 (127) 44 (716)
	(231)

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Note 14 : Other Equity (Contd..)

Cost of Hedging Reserve (Also refer note 40) @

Cost of Hedging Reserve (Also refer note 40) @
	(HLacs)
Particulars	Amount *
At April 1, 2018 Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts (refer note 38) Amount reclassified from cost of hedging reserve to profit or loss Tax impact At March 31, 2019 Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts (refer note 38) Amount reclassified from cost of hedging reserve to profit or loss Tax impact At March 31, 2020	-
	(1,890) 254 590
	(1,046)
	404 1,041 (506)
	(107)

Net of non controlling interest and tax impact

@ The disaggregation of changes in OCI by each type of reserves in equity is disclosed in Note 32.

The effective portion of gains and loss on hedging instruments in a cash flow hedge

FVTOCI reserve	(HLacs)
Particulars	Amount
At April 1, 2018 Changes during the year At March 31, 2019 Changes during the year At March 31, 2020*	-
	-
	-
	(103)
	(103)

*In relation to fair value movement of investment in fellow subsidiary Digicontent Limited.

Note 15 : Distribution made and proposed

Note 15 : Distribution made and proposed
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Cash dividend on equity shares declared and paid: Final dividend for the year ended on March 31, 2019 :H0.40 per share ( March 31, 2018 :H0.40 per share) Dividend Distribution Tax on final dividend Proposed dividends on Equity shares: Dividend proposed for the year ended on March 31, 2020: Nil per share (March 31, 2019:H0.40 per share) Dividend Distribution Tax on proposed dividend Total		931 56
	931
	56
	987	987
		931 191
	-
	-
	-	1,122

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Note 16A : Borrowings

Note 16A : Borrowings
				(HLacs)
Particulars	Effective Interest Rate	Maturity	March 31, 2020	March 31, 2019
Non- current Borrowings From Banks Secured FCNR from bank ECB from Bank Term loan from banks Total Non- current Borrowings Current Borrowings From Banks Secured FCNR from bank Cash credit/ Overdraft from banks Term loan from banks ECB from Bank Unsecured Buyer's credit from Bank Term loan from banks Overdraft from Bank Commercial Papers from Bank Less : Amount clubbed under "other current financial liabilities" Net Current Borrowings Aggregate Secured Loans Aggregate Unsecured Loans	Refer Note I Refer Note II Refer Note VI Refer Note I Refer Note III Refer Note VI Refer Note II Refer Note IV 9.25% Refer Note V 7.00%	Refer Note I Refer Note II Refer Note VI Refer Note I Refer Note III Refer Note VI Refer Note II Refer Note IV 2-Apr-20 Refer Note V May 8, 2020 - May 18, 2020		23,279 6,051 -


			12,462
			4,722
			814
			17,998	29,330
				605 - - 864 9,435 - 1,012 69,002


			12,463
			3,614
			10,626
			1,889

			14,095
			39
			-
			17,694
			60,420	80,918 1,469
			15,979
			44,441	79,449
			46,590	30,799 79,449
			31,828

Note I - Foreign Currency Non- Repatriable (FCNR) Loan from Banks (secured)

FCNR Loan of Euro 300 lacs from Bank carries interest @ 6 month Euribor + 2.16% spread p.a. The loan is repayable in 4 semi annual equal instalments of Euro 75 lacs starting from August 06, 2020. The loan is secured by Pledge of Debt Mutual Funds investment of Company.

Note II - External Commercial Borrowing from Bank (secured)

External commercial borrowing of USD 100 lacs from Bank carries interest @USD 3 months Libor + 0.65% spread p.a. The loan is repayable in 8 semi annual equal installments of USD 12.50 lacs starting from November 29, 2019. The loan is secured by Pledge of Debt Mutual Funds investment of Company. Refer Note 40 for further details.

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Note 16A : Borrowings (Contd..)

Note III- Cash credit/ Overdraft from banks (secured)

Outstanding Cash credit/ overdraft from bank was drawn @ Mibor+170 bps p.a./6.83%-6.86% p.a./1 year MCLR plus 1.4% p.a. and Cash credit/ overdraft is payable on demand. The cash credit/ overdraft from banks are secured by pledge on investments in mutual funds and lien on bank deposits.

Note IV- Buyer's credit from Bank (Unsecured)

Outstanding Buyer's Credit loan from Bank was drawn in various tranches from July 17, 2019 till March 27, 2020 @ average Interest Rate of 2-87%-2.95%% p.a. (Applicable LIBOR+Margin from time to time) and are due for repayment respective due dates starting from April 9, 2020 till December 16, 2020.

Note V- Cash Credit/ Overdraft from Banks (Unsecured)

Outstanding Cash Credit/ Overdraft from Bank was drawn @ 9.80% p.a. and payable on demand.

Note VI- Term loan from banks (secured)

Outstanding term loan from bank was drawn @ Mibor +175 bps p.a./ 9.90% p.a. and is due for repayment by April 07, 2020 - September 19, 2021. The loan is secured by pledge on mutual funds units/ first exclusive charge on property, plant and equipment both present and future and first exclusive charge on current assets both present and future.

Debt reconciliation:

(H Lacs)

Particulars	Current Borrowings (including Current Portion of Long- term Borrowings and excluding Bank Overdraft classified as part of Cash and Cash Equivalent) Non Current Borrowings	Total
As at April 1, 2018 Cash Flows: -Drawdowns -Repayments Non-Cash movements: -Foreign exchange adjustments -Re-classification of Long-term Borrowing As at March 31, 2019 Cash Flows: -Drawdowns -Repayments Non-Cash movements: -Foreign exchange adjustments -Re-classification of Long-term Borrowing -Acquisition of subsidiary (Refer Note 47) As at March 31, 2020	117,644 570	118,214
	829,357 31,289 (868,256) - (308) (1,060) 1,469 (1,469)	860,646 (868,256) (1,368) -
	79,906 29,330	109,236
	475,389 - (518,579) - 944 2,299 15,792 (15,792) 3,354 2,161	475,389 (518,579) 3,243 - 5,515
	56,806 17,998	74,804

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Note 16B : Trade Payables

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Trade Payable - total outstanding dues of micro enterprises and small enterprises - total outstanding due to related parties (Refer Note 38A) - total outstanding dues other than of micro enterprises and small enterprises Total Current		172 4,492 28,457
	327
	2,997
	25,827
	29,151	33,121
	29,151	33,121

Note 16 C : Other financial liabilities

Note 16 C : Other financial liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Financial liabilities at fair value through profit or loss (i) Derivatives - Derivative Liability Designated as Hedge (Refer note 40) - Derivative contract not Designated as Hedge Total financial liabilities at fair value through profit or loss Other financial liabilities at amortised cost Current maturity of long term loans (refer note 16A) Sundry deposits Interest accrued but not due on borrowings and others Unclaimed dividend Book overdraft Liability-Premium Call Option Payable to fellow subsidiary Employee related payables Others Total other financial liabilities at amortised cost Total other financial liabilities Current Non- Current Amountpayable to Investor Education and Protection Fund		259 29

	152
	275
	427	288
		1,469 37,994 423 10 - 2,438 1,720 7,003 1,281
	15,979
	27,656
	468
	10
	404
	1,483
	-
	9,044
	(1,651)
	53,393	52,338
	53,820	52,626
	53,044	51,247
	776	1,379
	Nil	Nil

Break up of financial liabilities carried at amortised cost

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Borrowings (non-current) [Note 16A] Borrowings (current) [Note 16A] Current maturity of long term loans (Note 16C)	17,998	29,330 79,449 1,469
	44,441
	15,979

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Note 16 C : Other financial liabilities (Contd..)

Note 16 C : Other financial liabilities (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Book Overdraft (Note 16C) Sundry deposits (Note 16C) Interest accrued but not due on borrowings and others (Note 16C) Unclaimed dividend (Note 16C) Liability-Premium Call Option (Note 16C) Payable to fellow subsidiary (Note 16C) Employee related payables (Note 16C) Others (Note 16C) Trade payables (Note 16B) Total financial liabilities carried at amortised cost	404	- 37,994 423 10 2,438 1,720 7,003 1,281 33,121
	27,656
	468
	10
	1,483
	-
	9,044
	(1,651)
	29,151
	1,44,983	1,94,238

Note 17 : Income Tax

The major components of income tax expense for the year ended March 31, 2020 and March 31, 2019 are :

Statement of Profit and Loss :

Profit or loss section

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Current income tax : Current income tax charge Adjustments in respect of current income tax of previous year Deferred tax : Relating to origination and reversal of temporary differences Adjustments in respect of Deferred tax charge/ (credit) of previous year Income tax expense reported in the Statement of Profit and Loss		2,459 (853) (2,937) (3,868)
	3,757
	38

	(4,811)
	834
	(182)	(5,199)

OCI section :

Deferred tax related to items recognised in OCI during the year :

(H Lacs)

Deferred tax related to items recognised in OCI during the year :		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Income tax (charge)/credit on remeasurements of defined benefit plans Income tax (charge)/credit on cash flow hedges Income tax (charge)/credit on cost of hedge Income tax charged to OCI	172	19 90 591
	59
	(510)
	(279)	700

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Note 17 : Income Tax (Contd..)

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2020 and March 31, 2019:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Accounting profit before income tax At India's statutory income tax rate of 34.944% (Previous year: 34.608%) Adjustments in respect of current income tax of previous years Adjustments in respect of deferred income tax of previous years Adjustment in respect to change in tax rate for subsequent financial years Adjustments related to business losses set off against capital gain Non-Taxable Income for tax purposes: Income from Investments & Sale of Investment property Non-deductible expenses for tax purposes: Difference in Tax Base and Book Base of Investments Loss/Provision on Investments Other non-deductible expenses Other Adjustments: Income Tax at Lower rate Adjustments in respect of change in tax rate Net losses of subsidiaries on which deferred tax asset have not been recognised (net of intragroup eliminations & consolidation adjustments) Deferred tax recognised on brought forward business losses and unabsorbed depreciation Deferred tax recognised on temporary differences pertaining to previous years At the effective income tax rate Income tax expense reported in the Statement of Profit and Loss	(34,367)	(3,610)
	(12,009)	(1,261) (853) (3,868) 8 - (3,772) 624 2,486 710 (558) - 2,388 (953) (150)
	38
	834
	2
	677

	(3,596)

	488
	6,596
	384

	69
	1,305
	5,030
	-
	-
	(182)	(5,199)
	(182)	(5,199)

Deferred tax

Deferred tax relates to the following:

Deferred tax Deferred tax relates to the following:
			(HLacs)
Particulars	March 31, 2020	March 31, 2019	Movement during theyear
Deferred tax liabilities Differences in depreciation in block of fixed assets as per tax books and financial books Difference between tax base and book base on Investments Others Gross deferred tax liabilities Deferred tax assets Effect of expenditure debited to the Statement of Profit and Loss in the current year/earlier years but allowed for tax purposes in following years Allowance for doubtful debts and advances		10,361 1,822 80	(3,908) (488) (80)
	6,453
	2,310
	-
	8,763	12,263	(3,500)
		2,236 2,297	(533) (552)
	1,703
	1,745

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Note 17 : Income Tax (Contd..)

Note 17 : Income Tax (Contd..)
			(HLacs)
Particulars	March 31, 2020	March 31, 2019	Movement during theyear
Carry forward of unabsorbed depreciation and losses Unutilized MAT Credit Differences in depreciation/ impairment in block of fixed assets as per tax books and financial books Others Gross deferred tax assets Deferred tax assets(net)	2,679	3,706 11,689 27 28	(1,027) (1,115) 53 95
	10,574
	80
	123
	16,904	19,983	(3,079)
	(8,141)	(7,720)	(421)

Disclosed in the Balance Sheet as follows:

Disclosed in the Balance Sheet as follows:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Deferred tax assets Deferred tax liabilities Deferred tax assets(net)	9,778	7,720 -
	(1,637)
	8,141	7,720

Reconciliation of deferred tax assets (net):

Reconciliation of deferred tax assets (net):
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Opening balance Adjustment (refer note 53) Tax income/(expense) during the period recognised in profit or loss Tax income/(expense) during the period recognised in OCl Less: Deferred tax liability arising on acquisition of Next Mediaworks Limited and Next Radio Limited (Refer Note 47) Closing balance	7,720	215 - 6,805 700 -
	204
	3,977
	(274)
	(3,486)
	8,141	7,720

Deductible temporary differences, unused tax losses, and unused tax credits for which no deferred tax asset is recognised in the Balance Sheet as on March 31, 2020 are as below:

in the Balance Sheet as on March 31, 2020 are as below:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Deferred tax Assets on Carry forward business loss (Available for 8 Assessment Year, majority of these losses will expire by March 31, 2027) on Carry forward business loss (Available for infinite period) on unabsorbed depreciation (Available for infinite period) on other temporary difference Total Deferred tax Assets Deferred tax Liability on WDV of property, plant and equipment and investment property Total Deferred tax Liability Net Deferredtax Assets		3,917 134 3,999 217
	4,252
	172
	4,331
	248
	9,003	8,267
		1,301
	1,223
	1,223	1,301
	7,780	6,967

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Note 18 : Other current and non-current liabilities

Note 18 : Other current and non-current liabilities
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Advances from Customers Government Grant Customer credit balances Statutory dues Total Current Non- current*	242	33 1,327 1,527 1,259
	1,208
	1,330
	1,174
	3,954	4,146
	2,865	2,938
	1,089	1,208

* Government Grant

(H Lacs)

* Government Grant		(HLacs)
Particulars	March 31, 2020	March 31, 2019
At April 1 Released to Statement of Profit and Loss At March 31 Current Non- current	1,327	1,446
	(119)	(119)
	1,208	1,327
	119	119 1,208
	1,089

towards purchase of certain items of property, plant and equipment.

Note 19 : Contract liabilities

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Advance from Customers Deferred revenue Total Current Non-Current	436	8,034 3,830
	10,854
	11,290	11,864
	10,854	11,126
	436	738

Reconciliation

Opening Balance as at April 1, 2019	11,864
Add: Acquisition of Subsidiary (Refer Note 47)	679
Add: Accrued during the year	5,374
Add: Exchange Fluctuation	63
Less: Revenue recognised from opening contract liability	(6,690)
Closing Balance as at March 31, 2020	11,290

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Note 20 : Provisions

(H Lacs)

Note 20 : Provisions		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Provision for employee benefits Provision for Leave Benefits (refer note 35) Provision for Gratuity (refer note 35) Others Provision for litigations (refer note 37) Total Current Non- Current		350 605 -
	377
	1,576

	113
	2,066	955
	1,654	720
	412	235

Note 21 : Income tax liability (net)

(H Lacs)

Note 21 : Income tax liability (net)		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Current tax liability Total	222	-
	222	-

Note 22 : Revenue from operations

Revenue from contracts with customers

(H Lacs)

Revenue from contracts with customers		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Sale of products - Sale of newspaper and publications - Sale of newsprint Sale of services - Advertisement revenue - Airtime sales - Income from digital services - Job work revenue and commission income - Fees Income Other operating revenues - Sale of scrap, waste papers and old publication - Forfeiture of security deposits - Others Total		27,275 648 1,57,658 19,217 6,646 3,454 2,386 2,003 500 100
	26,109
	-

	1,37,996
	19,932
	7,865
	3,717
	1,792

	1,393
	9,386
	70
	2,08,260	2,19,887

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Note 22 : Revenue from operations (Contd..)

Reconciliation of revenue recognised with the contracted price is as follows:

Reconciliation of revenue recognised with the contracted price is as follows:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Contract price Adjustments to the contract price Revenue recognised	213,235	224,108 (4,221)
	(4,975)
	208,260	219,887

The reduction towards variable consideration comprises of volume discounts, returns, credits etc.

Note 23 : Other Income

Note 23 : Other Income
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Interest income on EIR basis on - Bank deposits - Loan to fellow subsidiary/Joint Venture - Others Dividend income on - Investment in Mutual Funds Other non - operating income Finance income from debt instruments at FVTPL Fair value gain on derivative contracts@ Profit on sale of investments Profit on sale of investment properties Income from Government Grant Income on assets given on financial lease (refer note 31) Unclaimed balances/liabilities written back (net) Foreign Exchange Fluctuation Income (Net) Rental income Unwinding of discount on security deposit Net gain on disposal of property, plant and equipment Miscellaneous Income Total*		2,057 904 246 - 15,219 - 274 14 621 139 215 666 2,715 275 53 186
	486
	1,006
	304

	2

	16,010
	245
	-
	9
	119
	134
	1,247
	-
	2,450
	299
	-
	395
	22,706	23,584

Gain on account of fair value movement (refer note 2.3 (t) Debt instruments at FVTPL).

@ Gain on account of fair value movement in mark to market of derivative instruments at FVTPL

** Includes Government grants of H 119 lacs towards purchase of certain items of property, plant and equipment (Previous year: H 119 lacs) and H Nil towards Electricity duty exemption (Previous year : H 502 lacs).

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Note 24 : Cost of materials consumed

Note 24 : Cost of materials consumed
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Consumption of raw material Inventory at the beginning of the year Add: Purchase during the year Less : Sale of damaged newsprint Less: Inventory at the end of the year Total		10,023 81,658 465
	13,597
	54,544
	276
	67,865	91,216
	11,168	13,597
	56,697	77,619

Note 25 : (Increase)/ decrease in inventories

Note 25 : (Increase)/ decrease in inventories
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Inventory at the beginning of the year - Finished Goods - Work -in- progress - Scrap and waste papers Inventory at the end of the year - Finished Goods - Work -in- progress - Scrap and waste papers (Increase)/ decrease in inventories - Finished Goods - Work -in- progress - Scrap and waste papers Total		- 5 57 1 38 63 (1) (33) (6)
	1
	38
	63

	88
	132
	133

	(87)
	(94)
	(70)
	(251)	(40)

Note 26 : Employee benefits expense

Note 26 : Employee benefits expense
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Salaries, wages and bonus Contribution to provident and other funds Employee Stock Option Scheme Gratuity expense (Refer Note 35) Workmen and Staff welfare expenses Total	38,316	35,736 1,459 (1) 388 617
	1,673
	63
	468
	670
	41,190	38,199

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Note 27 : Finance costs

Note 27 : Finance costs
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Interest on debts and borrowings Interest on lease liabilities Exchange difference regarded as an adjustment to borrowing costs Bank charges Total	8,231	10,708 - 399 243
	1,238
	235
	209
	9,913	11,350

Note 28 : Depreciation and amortization expense

Note 28 : Depreciation and amortization expense
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Depreciation of tangible assets (Refer Note 3) Amortization of intangible assets (Refer Note 5) Depreciation on Investment Properties (Refer Note 4) Depreciation expense of Right - of - use assets (Refer Note 31) Total	6,313	6,470 3,967 339 -
	6,718
	385
	4,805
	18,221	10,776

Note 29 : Other expenses

Note 29 : Other expenses
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Consumption of stores and spares Printing and service charges News service and despatches Service Charges on Ad Revenue Services for mobile content and media buying Visiting Lecturer fees Power and fuel Advertising and sales promotion Freight and Forwarding charges Rent (Refer Note 31) Rates and taxes Insurance Repairs and maintenance: Plant and machinery Building Others Travelling and conveyance Communication costs	4,404	5,154 5,836 2,367 1,091 205 1,305 3,983 16,180 2,898 5,849 849 621 2,930 350 237 6,723 939
	5,508
	2,299
	1,109
	1,938
	955
	3,569
	13,610
	2,786
	1,792
	159
	523

	3,190
	261
	368
	6,653
	1,203

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Note 29 : Other expenses (Contd..)

Note 29 : Other expenses (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Legal and professional fees Payment to auditors Director's sitting fees Exchange differences (net) Loss allowance for bad and doubtful debts (includes bad debts written off) Loss on disposal/ impairment of property, plant and equipment and intangible assets Fair value of financial instruments through profit and loss Content Sourcing Fees License fees Loss on sale of investments Impairment of investment properties (refer note 4) Donations Miscellaneous expenses Total*	7,720	7,343 162 48 - 2,081 128 5,704 19,197 2,132 923 4,604 420 4,807
	195
	137
	2,561
	3,101
	125
	4,822
	17,165
	3,527
	377
	1,323
	308
	4,653
	96,341	1,05,066

Loss on account of fair value movement in relation to investment in equity/preference/debt instruments classified at FVTPL category

Note 30 : Exceptional items Gain/ (Loss)

Note 30 : Exceptional items Gain/ (Loss)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Provision for litigation Impairment of goodwill @ Business closure expenses^ Impairment of intangible assets # Total*	-	(3,300) (180) - -
	(18,881)
	(851)
	(23,490)
	(43,222)	(3,480)

Based on Business Purchase Agreement dated October 1, 2004 , a dispute between The Hindustan Times Ltd (HTL) and certain section of its ex workers, who were part of the business transferred to the Company, the Company had made a provision of H 3,300 lacs (Net of GST) during the year ended March 31, 2019 and out of this provision H 2,030 lacs (Net of TDS) was reimbursed to HTL during the year ended March 31, 2019 towards in tern disbursement to the workers. The Supreme court has accepted the Special Leave Petition (SLP) of HTL.
@ Pertains to impairment of goodwill which was recognised on acquisition of Subsidiaries [India Education Services Private Limited (IESPL), HT Learning Centres Limited (HTLC), Next Mediaworks Limited (NMWL) and Next Radio Limited (NRL)] (Refer note 6).
^ Pertains to business closure expenditure pursuant to announcement of restructuring of the study mate business of a wholly owned subsidiary (HTLC).
The Group after considering the current economic environment has performed an impairment assessment of intangible assets. As the recoverable amount of certain Cash Generating Unit (“CGU”) [H 34,012 lacs] is lower than the carrying amount of assets, the Group has recognised an impairment loss of H 23,490 lacs towards Intangible Assets as an exceptional item. The recoverable amount of CGU is based on its value in use using discount rate in range of 14%-16%. The same is being compared with the carrying amount of Intangible Assets forming part of CGU as at 31 March, 2020 to assess impairment. For this purpose, each Radio license has been considered as a separate CGU.

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Note 31: Leases (refer note 2.2(n) of accounting policies)

Leases as Lessee

The Company has taken various residential, office and godown premises under lease arrangements.

i) The details of the right-of-use asset held by the Company is as follows:

(H Lacs)

				(HLacs)
Particulars	Leasehold Land	Vehicle	Buildings	Total
Balance at April 1, 2019 Reclassification from prepaid rent Depreciation charge for the year Additions to right-of-use assets Derecognition of right-of-use assets Balance at March 31, 2020*	4,993	- - (3) 50 - 47	13,221	18,214 1,187 (4,805) 7,359 (1,716) 20,239
	- (76) - (98)		1,187 (4,726) 7,309 (1,618)
	4,819		15,373

inclusive of right-of-use asset in relation to subsidiary acquisition of H 2,423 lacs. (Refer note 47)

ii) Set out below are the carrying amounts of lease liabilities and the movements during the period:

	(HLacs)
Particulars	Amount
Balance at April 1, 2019 # Additions Accretion of interest Payments- Principal Payments- Interest Balance at March 31, 2020 Current Non- current	13,221 5,255 1,238 (4,235) (1,238)
	14,241
	4,477
	9,764

The maturity analysis of lease liabilities are disclosed in Note 42.

inclusive of lease liability in relation to subsidiary acquisition of H 2,279 lacs. (Refer note 47)

iii) Amounts recognised in profit or loss:

Amounts recognised in profit or loss:
	(HLacs)
Particulars	Amount
Interest on lease liabilities Depreciation expense of right-of-use assets Expenses relatingto short-term leases	1,238 (4,805) 1,792
Amounts recognised in Statement of Cash Flow:	(HLacs)
Particulars	Amount
Total cash outflow for leases	4,235

iv) Amounts recognised in Statement of Cash Flow:

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Note 31: Leases (refer note 2.2(n) of accounting policies) (Contd..)

Leases as lessor

i) Finance lease

The Company has entered into a finance lease arrangement with its Holding Company.

For the year ended March 31, 2020 :

During 2019-20, the Company recognised interest income on lease receivables of H 134 lacs

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date-

The following table sets out a maturity analysis of lease receivables, showing the undiscounted received after the reporting date-	lease payments to be
	(HLacs)
Particulars	Amount
Less than one year One to two years Two to three years Three to four years Four to five years More than five years Total undiscounted lease receivable Unearned finance income Net investment inthe lease	230 230 259 265 265 957
	2,206
	679
	1,527

For the year ended March 31, 2019 :

Future minimum lease receivables under finance lease together with the present value of the minimum lease receivables are as follows :

are as follows :
		(Amount inHLacs)
Particulars	Minimum lease receivables	Present value of lease receivables
Less than one year After one year but not more than five years More than fiveyears	225 983 1,221	208 743 666

ii) Operating lease

The Company has entered into operating leases on its investment property.

Rental income recognised by the Company during 2019-20 is H 112 lacs (Previous year : H 88 lacs)

For the year ended March 31, 2020 :

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date-

received after the reporting date-
	(HLacs)
Particulars	Amount
Less than one year One to two years Two to three years	120 66 31

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Note 31: Leases (refer note 2.2(n) of accounting policies) (Contd..)

te 31: Leases (refer note 2.2(n) of accounting policies) (Contd..)
	(HLacs)
Particulars	Amount
Three to four years Four to five years More than five years Total	- - -
	217

For the year ended March 31, 2019 :

The Parent Company has entered into operating leases on its investment property. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

Note 32 : Other Comprehensive Income

The disaggregation of changes to OCI by each type of reserve in equity (net of non controlling interests) is shown below:

During the year ended March 31, 2020 :-

During the year ended March 31, 2020 :-
						(HLacs) Total 63 (215) (103) (83) 939 601
Particulars	Retained earnings	Foreign Currency translation reserve	FVTOCI Reserve	Cash flow hedging reserve	Cost of hedging reserve
Exchange differences on translation of foreign operation Re- measurement on defined benefit plans (net of non controlling interest and income tax effect) Change in fair value of investments Cash flow Hedging Reserve (net of non controlling interest and income tax effect) Cost of Hedging Reserve (net of non controlling interest and income tax effect) Total	-	63	-	-	-
	(215)	-	-	-	-
	-	-	(103)	-	-
	-	-	-	(83)	-
	-	-	-	-	939
	(215)	63	(103)	(83)	939

During the year ended March 31, 2019 :-

During the year ended March 31, 2019 :-
						(HLacs)
Particulars	Retained earnings	Foreign Currency translation reserve	Change in fair value of investments	Cash flow hedging reserve	Cost of hedging reserve	Total
Exchange differences on translation of foreign operation Re- measurement on defined benefit plans (net of non controlling interest and income tax effect)	- (26)	(8) -	- -	- -	- -	(8) (26)

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Note 32 : Other Comprehensive Income (Contd..)

						(HLacs)
Particulars	Retained earnings	Foreign Currency translation reserve	Change in fair value of investments	Cash flow hedging reserve	Cost of hedging reserve	Total
Cash flow Hedging Reserve (net of non controlling interest and income tax effect) Cost of Hedging Reserve (net of non controlling interest and income tax effect) Total	- -	- -	- -	(148) -	- (1,046)	(148) (1,046)
	(26)	(8)	-	(148)	(1,046)	(1,228)

Note 33 : Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Loss attributable to equity holders (HLacs) Weighted average number of Equity shares for basic EPS (Lacs) Weighted average number of Equity shares for diluted EPS (Lacs) Basic EPS Diluted EPS**	(34,585)	(1,205)
	2,306	2,306
	2,306	2,306
	(15.00)	(0.52) (0.52)
	(15.00)

Net off equity shares of 22 lacs held by HT Media Employee Welfare Trust. These are not included in calculation of diluted earning per share because these are anti diluted.

Note 33A : Group information

Information about subsidiaries

The consolidated financial statements of the Company includes subsidiaries listed in the table below :

Name	Principal activities	Country of incorporation	% equity interest	% equity interest
			March 31, 2020	March 31, 2019
Hindustan Media Ventures Limited HT Music & Entertainment Company Limited HT Digital Media Holdings Limited	Printing and Publication of Newspapers and Periodicals Radio broadcasting activities Business of providing payroll processing services and consultancy services	India India India	74.40	74.30 100.00 100.00
			100.00
			100.00

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Note 33A : Group information (Contd..)

Name	Principal activities	Country of incorporation	% equity interest	% equity interest
			March 31, 2020	March 31, 2019
Firefly e-Ventures Limited HT Mobile Solutions Limited HT Overseas Pte Ltd HT Education Limited HT Learning Centers Limited HT Global Education Private Limited (Formerly HT Global Education) @# Topmovies Entertainment Limited India Education Services Private Limited Next Mediaworks Limited (w.e.f. April 15, 2019) Next Radio Limited (w.e.f. April 15, 2019) ^ Syngience Broadcast Ahmedabad Limited (w.e.f. April 15, 2019) ^ ^ Shine HR Tech Limited (w.e.f November 26, 2019) HT Noida (Company) Limited (w.e.f. February11,2020)^^^	Internet related business for providing educational services Mobile marketing, social media marketing, advertising, mobile CRM and loyalty campaigns, mobile music content and ring tones and integrates with other media campaigns and strategies Business and management consultancy services Education Business of conducting coaching/ tutorial classes, set up training centers, activities incidental and ancillary thereto Operate and manage schools, colleges, universities, institutes Internet related business for providing movie reviews and ratings Providing higher education through its business school BRIDGE School of Management Radio broadcasting activities Radio broadcasting activities Radio broadcasting activities Business relating to internet To invest in properties and carrying out the business of rentingofproperties	India India Singapore India India India India India India India India India India	99.99	99.99 99.16 100.00 100.00 100.00 100.00 100.00 99.00 - - - - -
			99.16
			100.00
			100.00
			100.00
			100.00
			100.00
			99.00
			51.00
			99.60
			100.00
			100.00
			100.00

Footnote

These Companies are subsidiary of HT Media Limited through its wholly owned subsidiary HT Digital Media Holdings Limited.
@ The name of the Company has been changed from HT Global Education to HT Global Education Private Limited with effect from January 22, 2019 due to surrender of license for carrying non-profit activities under section 8 of the Companies Act, 2013.
As on March 31, 2020, the Company is "Under Process of Striking off".
^ Subsidiary of HT Media Limited through Next Mediaworks Limited. [Effective holding is 74.81% (HT Media Limited holds 48.60% equity stake in the Company directly and 51.40% equity stake is held directly by Next Media Works Limited)]
^^ Subsidiary of HT Media Limited through Next Radio Limited. [Effective holding is 74.81% [Next Radio Limited holds 100% equity stake in the Company]
^^^ Subsidiary of HT Media Limited through Hindustan Media Ventures Limited. [Effective holding is 74.40%]

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Note 33A : Group information (Contd..)

The Holding Company

Refer note 38 for details of Holding Company and Ultimate Holding Company.

Parties having direct or indirect control over the Company (Holding Company)

Earthstone Holding (Two) Private Limited (formerly known as Earthstone Holding (Two) Limited) is the holding Company of The Hindustan Times Limited.

Joint arrangement in which the Company is a joint venturer

a) The Company has 50.5% share in Sports Asia Pte Ltd through HT Overseas Pte Ltd(Previous Year : 50.5%) both incorporated and operating in Singapore
b) The Company has 99.99% share in HT Content Studio LLP through Hindustan Media Ventures Limited. The Joint Venture was created on August 21, 2019 (Effective interest in the JV is 74.40%) and is incorporated and operating in India.

Note 34 : Material partly owned subsidiaries

Financial information of subsidiaries that have material non-controlling interests is provided below:

Proportion of equity interest held by non-controlling interests:

			%
Name	Country of Incorporation	March 31, 2020	March 31, 2019
Hindustan Media Ventures Limited	India	25.60	25.70

Information regarding non-controlling interest

Information regarding non-controlling interest
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Accumulated balances of material non-controlling interest Profit/(loss)allocated to material non-controllinginterest	38,768	36,328 2,712
	2,850

The summarised financial information (consolidated) of the subsidiary are provided below. This information is based on amounts before inter-company eliminations.

Summarised Statement of Profit and Loss for the year ended March 31, 2020 and March 31, 2019:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Revenue (including other incomes) Cost of raw material and components consumed Changes in inventories of finished goods, Stock in trade and work-in-progress Employee benefits expense Other expenses Depreciation and amortization expense Finance costs Profit/ (loss) for the year before tax	90,455	95,599 40,234 (14) 11,165 30,733 2,122 1,759
	28,248
	(77)
	12,555
	28,929
	3,066
	949
	16,785	9,600

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Note 34 : Material partly owned subsidiaries (Contd..)

Note 34 : Material partly owned subsidiaries (Contd..)
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Income tax Profit/ (loss) for the year after tax Share of profit / (loss) of Joint Venture Net profit after taxes and share of profit/ (loss) of Associate Other Comprehensive Income Total comprehensive income Attributable to non-controlling interests Dividendspaid to non-controllinginterests	4,888	(1,241)
	11,897	10,841
	(267)	-
	11,630	10,841
	(538)	(289)
	11,092	10,552
	2,850	2,712 (273)
	(273)

Summarised Balance Sheet as at March 31, 2020 and March 31, 2019 :

Summarised Balance Sheet as at March 31, 2020 and March 31, 2019 :
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Current assets, including cash and cash equivalents Non-current assets Current liabilities, including tax payable Non-current liabilities, including deferred tax liabilities Total equity Attributable to: Equity holders of parent Non-controllinginterest	60,978	82,649 90,628 25,466 6,441
	131,161
	32,698
	8,025
	151,416	141,370
		105,042 36,328
	112,648
	38,768

Note 34A : Interest in joint venture

A) Joint Venture- Sports Asia Pte. Ltd.

The Group has a 50.5 % interest in Sports Asia Pte Ltd, a joint venture which owns a website "90 min.in'. The Group’s interest in Sports Asia Pte Ltd is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the joint venture, based on its Ind-AS financial statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:

Summarised Balance Sheet as at March 31, 2020 and March 31, 2019:

Summarised Balance Sheet as at March 31, 2020 and March 31, 2019:
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Current liabilities, including tax payable Non-current liabilities, including deferred tax liabilities Equity Proportion of the Group’s ownership Carrying amount of the investment*	315	315 192
	192
	(507)	(507)
	50.50%	50.50%
	(256)	(256)

The Group has accounted for net liability under equity method of accounting

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Note 34A : Interest in joint venture (Contd..)

Summarised Statement of Profit and Loss of Sports Asia Pte Ltd :

Summarised Statement of Profit and Loss of Sports Asia Pte Ltd :
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Profit for the year Other Comprehensive Income Total comprehensive income for the year Group’s share ofprofit fortheyear	-	-
	-	-
	-	-
	-	-

The group had no contingent liabilities or capital commitments relating to its interest in Sports Asia Pte Ltd as at March 31, 2020 and March 31, 2019. The joint venture had no contingent liabilities or capital commitments as at March 31, 2020 and March 31, 2019. Sports Asia Pte Ltd cannot distribute its profits until it obtains the consent from the two venture partners.

B) Joint Venture- HT Content Studio LLP

The Group has made capital contribution in HT Content Studio LLP in the current year. The Group has 99.99% share in HT Content Studio LLP through Hindustan Media Ventures Limited (Effective interest in the JV is 74.40%). The Joint Venture was created on August 21, 2019 . The Group’s interest in HT Content Studio LLP is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the joint venture, based on its Ind-AS financial statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:

Summarised Balance Sheet as at March 31, 2020:

	(HLacs)
Particulars	March 31, 2020
Current assets, including cash and cash equivalents Non-current assets Current liabilities, including tax payable Equity Proportion of the Group’s ownership (Effective interest in the JV is 74.40%) Carrying amount of the investment	194
	13
	150
	57
	99.99%
	57

Summarised Statement of Profit and Loss:

Summarised Statement of Profit and Loss:
	(HLacs)
Particulars	March 31, 2020
Revenue Depreciation & amortization Employee benefit Other expense Loss before tax Income tax expense Loss for the year Other Comprehensive Income Total comprehensive income for the year Share of loss for the year (excluding Non Controlling Interest) Non Controlling Interest inthe loss fortheyear oftheJV	-
	1
	232
	34
	(267)
	-
	(267)
	-
	(267)
	(199)
	(68)

The group had capital commitments of H 76 lacs relating to its interest in HT Content Studio LLP as at March 31, 2020 . The joint venture had no contingent liabilities or capital commitments as at March 31, 2020 . HT Content Studio LLP cannot distribute its profits until it obtains the consent from the two venture partners.

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Note 35 : Employee Benefits

A. Defined Benefit Plan : Gratuity

Defined Benefit Plan : Gratuity
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Defined benefit gratuity plan Total Current Non- Current	1,576	605
	1,576	605
	1,185	370
	391	235

HT Media Group has a defined benefit 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. HT Media Ltd and Hindustan Media Ventures limited has formed separate Gratuity Trust/Fund to which contribution is made based on actuarial valuation done by independent valuer.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. The Group has purchased an insurance policy through its' Gratuity Trust, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Group is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in increase in liability without corresponding increase in the asset).

The following table summarizes the components of net benefit expenses recognized in the Consolidated Profit & Loss Account and the funded status and amount recognized in the Consolidated Balance Sheet for respective plans:

Defined Benefit gratuity Plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2020 :

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
	Present value of Obligation	Present value of Obligation
Opening Balance Acquisition of subsidiary (refer note 47) Current Service Cost Interest Expense or cost Re-measurement (or Actuarial) (gain) / loss arising from: - change in demographic assumptions - change in financial assumptions - experience variance (i.e. Actual experience vs assumptions) Past Service Cost Benefits Paid Acquisition Adjustment Total	3,474	3,562 - 351 285 - 66 (118) - (672) -
	203
	411
	285

	(4)
	310
	233
	-
	(648)
	-
	4,264	3,474

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Note 35 : Employee Benefits (Contd..)

	March 31, 2020 Fair Value of Plan Assets 2,869 96 228 70 (603) 28	(HLacs)
Particulars		March 31, 2019
		Fair Value of Plan Assets
Opening Balance Acquisition of subsidiary (refer note 47) Investment Income Employer's contribution Benefits Paid Return on plan assets, excluding amount recognised in net interest expenses Total		3,099 - 248 234 (614) (98)
	2,688	2,869

The major categories of plan assets of the fair value of the total plan assets are as follows:


Intangible assets	Indiagrat	uity Plan
	March 31, 2020	March 31, 2019
Investment in Funds managed bytrust	100%	100%
Particulars March 31, 2020 March 31, 2019 % % Discount Rate 6.85% to 8.00% 7.75% to 8.00% Salary Growth Rate 5% to 7.5% 5% to 10% Withdrawal Rate Up to 30 years 3% 3% 31 - 44 years 2% 2% Above 44years 1% 1% The principal assumptions used in determining gratuity obligation for the Company’s plans are shown below:
Particulars		March 31, 2019
		%
Discount Rate Salary Growth Rate Withdrawal Rate Up to 30 years 31 - 44 years Above 44years		7.75% to 8.00% 5% to 10% 3% 2% 1%

A quantitative sensitivity analysis for significant assumption as at March 31, 2020 is as shown below:

India gratuity plan:

	March 31, 2020 4,264	(HLacs)
Particulars		March 31, 2019
Defined Benefit Obligation(Base)		3,474

Impact on defined benefit obligation

			(HLacs)	(HLacs)
Particulars	March 31, 2020		March 31, 2019
	1% decrease	1% increase	1% decrease	1% increase (253) 290 31
Discount Rate Salary Growth Rate Withdrawal Rate	2,951	(2,483)	296 (256) (29)
	(2,487)	2,947
	(2,531)	2,574

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Note 35 : Employee Benefits (Contd..)

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The following payments are expected contributions to the defined benefit plan in future years:

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Within the next one year (next annual reporting period) More than one year and upto five years More than five years and upto ten years More than ten years Total expectedpayments	262	202 1,344 2,418 3,798
	1,469
	2,736
	4,354
	8,821	7,762

Average duration of the defined benefit plan obligation is 7 years to 18 years (Previous year- 7 years to 21 years)

B. Defined Contribution Plan

Defined Contribution Plan
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Contribution to Provident and Other funds Charged to Statement of Profit and Loss		1,459
	1,673

C. Leave Encashment (unfunded)

The Company recognises the leave encashment expenses in the Statement of Profit & Loss based on actuarial valuation.

The expenses recognised in the Statement of Profit & Loss and the Leave encashment liability at the beginning and at the end of the year :

of the year :
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Liability at the beginning of the year Acquisition of subsidiary (refer note 47) Paid during the year Provided during the year Liability at the end of theyear	350	540 - (187) (3)
	29
	(100)
	98
	377	350

Note 36 : Share-based payments

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind-AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Group Companies and the Parent Company. To have an understanding of the scheme, relevant disclosures are given below.

As approved by the shareholders at their Extra-ordinary General Meeting held on October 21, 2005, during an earlier year, the Parent Company has given interest-free loan of H 2,174 lacs (As on March 31, 2020 H 2,004 lacs) to HT Media Employee Welfare Trust which in turn purchased 468,044 Equity Shares of H 10/- each of HT Media Limited (as on date equivalent to 2,340,220 Equity Shares of H 2/- each) from the open market [average cost per share – H 92.91 based on Equity Share of H 2/- each], for the purpose

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Note 36 : Share-based payments (Contd..)

of granting Options under the ‘HTML Employee Stock Option Scheme’ (the Scheme), to eligible employees. The foresaid loan to HT Media Employee Welfare Trust has been eliminated on consolidation of the trust (Refer Note 45)

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 relevant details of the Scheme are as under.

	Plan A	Plan B	Plan C
Dates of Grant	09.01.2006	25.09.2007	08.10.2009
	05.12.2006	20.05.2009
			24.10.2019
	23.01.2007	31.05.2011
Date of Board approval	20.09.2005	12.10.2007	30.09.2009
Date of Shareholder’s approval	21.10.2005	30.11.2007	03.10.2009
Number of options granted	889,760*	773,765	486,932
	99,980* 228,490	453,982 83,955	1,519,665
Method of Settlement	Equity	Equity	Equity
Vesting Period (see table below)	12 to 48 months	12 to 48 months	12 to 24 months
Fair Value on the date of Grant (InH)	50.05	114.92	68.9
	85.15	50.62
			9.04
	95.49	113.7
Exercise Period	10 years after the scheduled vesting date of the last tranche of
	the Options, as per the Scheme
Vesting Conditions	Employee remaining in the employment of the Company during
		the vesting period

*Adjusted for face value of H 2/- after stock split

Note: Approvals obtained from the Board of Directors and Shareholders of HTML for the ‘Plan B’ were with retrospective effect from September 15, 2007.

Details of the vesting period are:

Vesting Period from the Grant date		Vesting Schedule
	Plan A	Plan B Plan C
On completion of 12 months On completion of 24 months On completion of 36 months On completion of 48 months	25% 25% 25% 25%	25% 75% 25% 25% 25% - 25% -

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Note 36 : Share-based payments (Contd..)

The details of activity under Plan A, Plan B and Plan C of the Scheme have been summarized below:-

Plan A

Plan A
Particulars	March 31, 2020		March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	363,260	92.30 - - - 92.3 - -
	-
	-
	-
	363,260
	-
	-
		-
	N/A

Plan B

Plan B
Particulars	March 31, 2020		March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	83,264	92.30 - - - - 92.30 92.30
	-
	-
	-
	-
	83,264
	83,264
	3.14
	N/A

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N O T E S T O R E V I S E D C O N S O L I D A T E D F I N A N C I A L S TA T E M E N T S

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Note 36 : Share-based payments (Contd..)

Plan C

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted average fair value of options granted duringtheyear	212,101	117.55
	1,519,665	19.80
	-	-
	-	-
	-	-
	1,731,766	31.77
	212,101	117.55
	10.34
	9.04

The details of exercise price for stock options outstanding at the end of the year ended March 31, 2020 are:-

Range of exercise prices	Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J)
Plan A HNil Plan B H92.30 Plan C H19.80-H117.50
	-	-	-

	83,264	3.14	92.30

	1,731,766	10.34	31.77

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Note 36 : Share-based payments (Contd..)

The details of exercise price for stock options outstanding at the end of the previous year ended March 31, 2019 are:-

Range of exercise prices Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J) 92.3 92.3 117.55
Plan A H92.30 363,260 Plan B H92.30 83,264 Plan C H117.55 212,101	0.78 4.14 2.53

HTML has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options have been measured at intrinsic value.

The employee compensation cost (accounting charge for the year) calculated using the fair value* of stock options is H 46 lacs (March 31, 2019: H Nil)

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is H Nil (March 31, 2019: H Nil)

*Fair value is calculated as per the Black Scholes Options Pricing Model

Particulars
Risk free interest Rate Expected life Expected volatility** Dividend yield Price of the underlining share in market at the time of option grant (H) Exercise price (H) Fair value(H)	6.64% 6.225 Years 37.29% 1.01% 19.80 19.80 9.04

** Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the BlackScholes option-pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time.

II. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to “HT Group company's – Employee Stock Option Trust” which in turn has purchased Equity Shares of H 10/- each of the Company for the purpose of granting Options under the ‘HT Group company's –Employee Stock Option Rules’ (“HT ESOP”), to eligible employees of the group.

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N O T E S T O R E V I S E D C O N S O L I D A T E D F I N A N C I A L S TA T E M E N T S

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Note 36 : Share-based payments (Contd..)

The Parent Company has given loan of H 243 lacs [As on March 31, 2020 H 97 lacs, net of payable to the trust (refer note 7C)] to “HT Group Companies – Employee Stock Option Trust” which in turn has purchased 37,338 Equity Shares of H 10/- each of Hindustan Media Venture 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.

A. Details of Options granted as on March 31, 2020 are given below:

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Fair Weighted
Number
Value on average
Type of of Method of
Date of Grant the date Vesting conditions remaining
Arrangement options Settlement
of Grant contractual
granted
(In J ) life (in years)
Employee September 15, 2007 193,782 16.07 ¼ of the shares vest each 1.46 Equity
Stock Option year over a period of four
years starting from one year
after the date of grant
Employee May 20, 2009 11,936 14.39 ¼ of the shares vest each 3.14 Equity
Stock Option year over a period of four
years starting from one year
after the date of grant
Employee February 4, 2010 150,729 87.01 50% on the date of grant 3.14 Equity
Stock Option and 25% vest each year over
a period of 2 years starting
from the date of grant
Employee March 8, 2010 17,510 56.38 ¼ of the shares vest each 3.94 Equity
Stock Option year over a period of four
years starting from one year
after the date of grant
Employee April 1, 2010 4,545 53.87 ¼ of the shares vest each 4.01 Equity
Stock Option year over a period of four
years starting from one year
after the date of grant
Employee October 25, 2019 220,376 34.80 ¼ of the shares vest each 13.58 Equity
Stock Option year over a period of four
years starting from one year
after the date of grant
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Weighted average fair value of the options outstanding is H 35.72 per option (Previous Year H 56.38 per option).

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Note 36 : Share-based payments (Contd..)

B. Summary of activity under the plans is given below :

	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life (in years) Weighted Average fair value optiongranted	9,810	59.99 72.20 - - - 71.68 59.99
	220,376
	-
	-
	-
	230,186
	9,810
	13.17
	34.8

C. The details of exercise price for stock options outstanding at the end of the year ended March 31, 2020 are:

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

	Range of exercise prices	Number of options outstanding	Weighted average remaining contractual life of options (inyears)	Weighted average exercise price (J)
2019-20 2018-19	H1.35 toH72.20	230,186	13.17	71.68
	H1.35 toH60	9,810	4.94	59.99

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

HMVL has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. HMVL has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value.

The employee compensation cost (accounting charge for the year) calculated using the fair value* of stock options is H 17 lacs (March 31, 2019: H NIL)

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is H Nil (March 31, 2019: H Nil)

*Fair value is calculated as per the Black Scholes Options Pricing Model

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Particulars
Risk free interest Rate Expected life Expected volatility** Dividend yield Price of the underlining share in market at the time of option grant (H) Exercise price (H) Fair value(H)	6.85% 8.25 Years 32.85% 0.93% 72.20 72.20 34.80

III. One of the subsidiary Company, Firefly e-Ventures Limited (FEVL), has granted Employee Stock Options (ESOPs) to its own employees and to the employees of its Ultimate Holding Company “HT Media Limited” and to the employees of its Fellow subsidiaries “Hindustan Media Ventures Limited” under the Scheme.

The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Company in accordance with Ind AS 102 (Share based payments).

The relevant details of the scheme and the grant are as below.

Details of Options granted as on March 31, 2020 are given below:

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Fair Weighted
Number Value on average
Type of Date of Method of
of options the date Vesting conditions remaining
Arrangement Grant Settlement
granted of Grant contractual
(In J ) life (in years)
Employee Stock 16-Oct-09 9,869,800 4.82 25% - 12 Month from the date of Grant, 3.55 Equity
Option (Plan A) 25% - 24 Month from the date of Grant,
25% - 36 Month from the date of Grant,
25% - 48 Month from the date of Grant.
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C. Summary of activity under the plans is given below : - Plan A

	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year	6,168,025	10	6,760,249 - 592,224 -	10 - 10 -
	-	-
	-	-
	-	-

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Note 36 : Share-based payments (Contd..)

	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Number of options	Weighted Average Exercise Price (J)	Number of options	Weighted Average Exercise Price (J)
Expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contractual life(inyears)	-	- 10 10
	6,168,025
	6,168,025
	3.55

As no stock options have been granted during the current year and previous year, the disclosures regarding estimated fair value are not provided.

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

FEVL has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. FEVL has elected to avail this exemption and accordingly, vested options have been measured at intrinsic value.

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is H Nil (March 31, 2019: H Nil)

Note 37 : Commitments and contingencies

(a) Commitments

Commitments
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
A. Capital Commitments Estimated amount of contracts remaining to be executed on capital account and notprovided for(net of capital advances)		619
	4,329

B. Other Commitments

Commitment under EPCG Scheme

The Parent Company has obtained licenses under the Export Promotion Capital Goods (‘EPCG’) Scheme for importing capital goods at a concessional rate of customs duty against submission of bonds in September, 2008.

However, due to oversight of the assessing officers of Customs at the time of clearance of the goods, unconditional concession from BCD of 5% prescribed vide Sr. No. 267A of the Notification No. 21/2002-Cus dated 01 March 2002 as also CVD of 8% under Sr. No. 12 of Notification No. 6/2006-CE dated 01 March 2006 was not provided/applied. As a result of the said omission,

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Note 37 : Commitments and contingencies (Contd..)

the duty foregone/ duty saved amount has been incorrectly computed and consequently, the export obligation also been incorrectly computed.

The duty saved amount under the EPCG Scheme is ascertained basis the actual import duty of capital goods effected by a license holder, such as the Petitioner (HT Media) in the present case. The Company filed a letter in March, 2019 with custom authorities for rectification in custom tariff rates used to compute ‘duty saved amount’ and for corresponding amendment in export obligation as mentioned above thereby reducing the actual export obligation. This letter was rejected by custom authorities in May 2019 against which the Company has filed a writ petition before Mumbai High Court in August 2019. The department has filed its reply to the Writ Petition. The matter came up for hearing on 27.04.2020 when Hon’ble High Court of Bombay has directed the Customs Department that no coercive action shall be taken against HT Media and adjourned the matter for 9th June, 2020. However due to Covid-19 and limited functioning of the High Court the matter has not come up for hearing till date and will be listed in due course. HT is protected as the stay is till the next date of hearing.

Basis management assessment, the balance export obligation as on March 31, 2020 is H Nil.

Commitment to invest in specific funds

Particulars	March 31, 2020	March 31, 2020	March 31, 2019	March 31, 2019
	Amount Invested	Future Commitment	Amount Invested	Future Commitment
Blume Ventures Fund IA Trifecta Venture Debt Fund-I Trifecta Venture Debt Fund-II Paragon Partners Growth Fund - I WaterBridge Ventures I Stellaris Venture Partners India I	H300 lacs	-	H300 lacs H2,000 lacs - H1352 lacs H376 lacs H505 lacs	- - - H648 lacs H125 lacs H495 lacs
	H2,000 lacs	-
	H844 lacs	H156 lacs
	H1950 lacs	H50 lacs
	H426 lacs	H75 lacs
	H655 lacs	H345 lacs
Fireside Ventures Investment Fund I	H436 lacs	H64 lacs	H368 lacs	H132 lacs

Other commitments

The Subsidiary Company, HT Overseas Pte Ltd has a commitment to pay SGD 221,245 to Columbia University in New York for the benefit of its Graduate School of Journalism to be paid in the future.

Letter of Support

In the previous year, the Parent Company had given letters of support to its subsidiaries (HT Learning Centers Limited and India Education Services Private Limited) to enable the said subsidiaries to continue its operations.

Guarantees

Guarantees
		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Bank Guarantee	4,789	2,332

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Note 37 : Commitments and contingencies (Contd..)

(b) Contingent Liabilities

Claims against the Company not acknowledged as debts

HT Media Limited (The Parent Company)

Legal claim contingency

(i) In respect of income tax demand under dispute H 880.98 lacs (previous year H 760.89 lacs) against the same the Company has paid tax under protest of H 824.55 lacs (previous year H 648.96 lacs). The tax demands are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act.
(ii) Service tax authorities have raised additional demands for H 61 lacs (Previous Year: H 61 lacs) for various financial years against the same the Company has paid tax under protest of H 61 lacs (previous year H 61 lacs).

(iii) During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from The Hindustan Times Limited (“HTL”). Ex-workmen of HTL challenged the transfer of business by way of a writ in Hon’ble Delhi High Court, which was dismissed on May 9, 2006. Thereafter, these workmen raised the industrial dispute before Industrial Tribunal-I, New Delhi (“Tribunal”). The case was decided by an award by Industrial Tribunal, on January 23, 2012, wherein the workmen were granted reinstatement and relief of treating them in continuity of services under terms and conditions of service as before their alleged termination w.e.f. October 3, 2004. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF of Industrial Dispute Act. The said notice - pay or compensation, if any, received by them, will have to be refunded to the Company.

The said award after publication came into operation w.e.f. April 1, 2012. The HTL issued several letters to the workmen, followed by the public notice seeking refund of the notice pay and retrenchment compensation so received, as directed by Industrial Tribunal without any results. The workmen also filed the Execution Proceeding for Back wages on April 2, 2012, Execution Court vide its order dated October 8, 2012, held that “No Back Wages” have been granted and decree in relation thereto cannot be executed”. The Execution Court vide its order dated January 04, 2013 directed the management to reinstate the workman without insisting for refund of notice pay and retrenchment compensation. The said order of the Ld. Execution Court was challenged before High Court of Delhi. Since HTL has no factory, it offered notional reinstatement & Salary w.e.f. April 18, 2013. HTL informed the High Court during the pendency of the petition that since HTL is currently engaged in non-industrial activities, it can offer non-industrial work to a maximum of 38 (thirty eight) workmen based on seniority. It was also submitted that HTL will accordingly exercise its rights and remedies as available under the Industrial Disputes Act, 1947 qua the remaining workmen. Accordingly, HTL issued letters of posting to 38 workmen on December 4, 2013 and paid compensation under Section 25FFF of the Industrial Dispute Act, 1947 to remaining 167 workmen. Single Bench of Delhi High Court on September 14, 2015 delivered the judgment wherein Court relied on the Judgment of Division Bench and held that the parties will be at liberty to pursue the logical corollary. The proceedings before the Execution Court re-started after judgment of Single Bench of Delhi High Court.

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Note 37 : Commitments and contingencies (Contd..)

before their termination on October 03, 2004. Single Judge further directed the Management to deposit the wages of all the workmen, who have not yet attained the age of superannuation for the period from January 01, 2014 till August 31, 2018 as per the Award with the Executing Court within one month from the date of order.

The Management of HTL filed two separate Special Leave Petitions (SLP’s) before the Hon’ble Supreme Court of India. First SLP against the orders dated August 27, 2018 read with order dated September 07, 2018 passed in Review Petition by the Single Judge of Delhi High Court, and the Second SLP challenging the Order dated October 16, 2018 passed by the Division Bench of Delhi High Court, seeking stay of the said judgments. One of the two SLPs was admitted by Apex Court by issueof ‘Notice’ to opposite parties without staying the execution proceeding. However, Hon’ble Supreme Court of India was pleased to direct that “consequential action will, naturally, be subject to the outcome of the Special Leave Petition”. The Second SLP is dismissed considering that the issue will be decided in the first SLP itself.

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Note 37 : Commitments and contingencies (Contd..)

Hindustan Media Ventures Limited

A. Claims against the Company not acknowledged as debts

(H Lacs)

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
a) The Company has filed a petition before the Hon’ble Patna High Court against an initial claim for additional contribution ofH73 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989- 90 to 1999-00. The Company has furnished a bank guarantee amounting toH13 lacs to ESIC. The Hon’ble High Court had initially stayed the matter and on July 18, 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. b) The Company has filed a petition before the Hon’ble Patna High Court against the demand ofH10 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon’ble High Court had initially stayed the matter and on July 18, 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no furtherprogress in the matter duringtheyear.	73	73 10
	10

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Note 37 : Commitments and contingencies (Contd..)

B. During the current year and as in the previous financial year, the management has received several claims substantially from employees in UP, Jharkhand and Bihar who are either retired or separated from the Company regarding the benefits of Majithia Wage Board recommendations. However, all such claims/ recovery order(s) issued by ALC/ DLC office are generally either stayed by the respective Hon’ble High Court(s) or are pending before ALC/ DLC.

Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2020.

C. Income- tax authorities have raised additional demands for H 669 lacs (Previous Year: H 293 lacs) for various financial years. The tax demand are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act. The Company is contesting the demands before the appropriate appellate authorities and the management believes that Company’s tax positions are likely to be upheld by such authorities. No tax expenses have been accrued in the financial statements for these tax demands.

Next Mediaworks Limited

Claims against the Company not acknowledged as debts

a) In respect of income tax demand under dispute H 193 lacs (previous year H 193 lacs) against the same the Company has paid tax under protest of H 98.41 lacs (previous year H 98.41 lacs).
Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2020.

Next Radio Limited

Claims against the Company not acknowledged as debts

a) In respect of Income tax demand under dispute H 39 lacs (Previous Year H 47 lacs).
b) In respect of Service tax demand under dispute H 25 lacs (Previous Year NIL).

Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2020.

HT Overseas Pte Ltd

A Joint Venture was incorporated on June 1, 2016 by HT Overseas Pte. Ltd. (HTOS), NBM Capital L.P. and Sportority Limited. The Joint Venture entered “License agreement” with Sportority Limited which provides Sportority Limited to render services to Joint Venture in consideration of fees payable on quarterly basis. The Joint Venture has not yet issued any shares to its shareholders and has never been capitalised. However, Sportority Limited has questioned over the payment of its service fee and served the legal notice to HTOS to fund Joint Venture in order to pay the fee. Presently, the correspondences are being done and no legal suit has been filed. At the reporting date, the parties are trying to reach an amicable settlement. HTOS has been advised by its legal counsel that, based on the discussion on collaboration between both the parties, in all likelihood, the matter will be settled in the range of US$ 1,00,000 to US$ 1,50,000. Accordingly, on a conservative basis, during the year, HTOS has recorded a provision of US$ 150,000 (approximately to H 113 lacs) in its financial statements. (refer note 20).

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Note 38 : Related party disclosures

Following are the Related Parties and transactions entered with related parties for the relevant financial year :

i) List of Related Parties and Relationships:-

Parties having direct or indirect	Earthstone Holding (Two) Private Limited * (Ultimate controlling party is the Promoter
control over the Company (Holding	Group)
Company)
Holding Company	The Hindustan Times Limited
Joint Ventures	Sports Asia Pte Ltd.
	HT Content Studio LLP (w.e.f August 21, 2019)
Fellow subsidiaries (with whom	Digicontent Limited
transactions have occurred during	HT Digital Streams Limited
the year)
Entities which are post employment	HT Media Limited Working Journalist Gratuity Fund
benefit plans	HT Media Limited Non Journalist & Other Employees Gratuity Fund
	HMVL Editorial Employees Gratuity Fund
	HMVL Non Editorial & Other Employees Gratuity Fund
Key Management Personnel	Mrs. Shobhana Bhartia (Chairperson & Editorial Director of Parent Company)
	Mr. Praveen Someshwar (Managing Director & CEO w.e.f. August 1, 2018)
	Mr.Priyavrat Bhartia (Non- Executive Director of Parent Company)
	Mr. Shamit Bhartia (Ceased to be Non- Executive Director of Parent Company w.e.f
	December 30, 2019 and re-appointed w.e.f March 31, 2020)
	Mr. Dinesh Mittal (ceased to be Whole Time Director w.e.f. August 8, 2018)
	Ms. Aruna Sundararajan (appointed as Non-executive Independent Director of Parent
	Company w.e.f March 31, 2020 and ceased to be Non-executive Independent Director
	of Parent Company w.e.f. June 15, 2020)
	Ms. Sindhushree Khullar (appointed as Non-executive Independent Director of Parent
	Company w.e.f May 10, 2019 and ceased to be Non-executive Independent Director of
	Parent Company w.e.f. September 30, 2019)
	Mr. K. N. Memani ( ceased to be Non-Executive Independent Director of Parent Company
	w.e.f April 1, 2019)
	Mr. Ajay Relan (Non-Executive Independent Director of Parent Company)
	Mr. Vivek Mehra ( Non-Executive Independent Director of Parent Company)
	Mr. Vikram Singh Mehta (Non-Executive Independent Director of Parent Company)
Relatives of Key Management	Mrs. Nutan Mittal (Relative of Mr. Dinesh Mittal who ceased to be Whole Time Director
Personnel (with whom transactions	w.e.f. August 8, 2018)
have occurred duringtheyear)	Mrs.Tripti Someshwar(Relative of Mr. Praveen Someshwar)

*Earthstone Holding (Two) Private Limited (formerly known as Earthstone Holding (Two) Limited) is the holding Company of The Hindustan Times Limited.

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for the year ended March 31, 2020

Note 38 : Related party disclosures (Contd..)

ii) Transactions with related parties

Refer Note 38 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than Inter-corporate Deposit given). There have been no guarantees provided or received for any related party receivable or payables.

iv) Transactions with key management personnel

Refer Note 38 A

Note 38A : Transactions during the year with related parties (refer note A)

								(HLacs)
Transaction during the year ended		Holding Company	Fellow subsidiaries	Joint Venture	Key Management Personnel (KMP's) / Directors	Relatives of Key Management Personnel (KMP's) (refer note B)	Entities which are post employment benefit plans	Total
Revenue Transactions:
Income from Advertisement & Digital Services	31-Mar-20	5	178	-	-	-	-	183
	31-Mar-19	8	-	-	-	-	-	8
Interest received on finance lease arrangement	31-Mar-20	134	-	-	-	-	-	134
	31-Mar-19	139	-	-	-	-	-	139
Infrastructure Support Services (Seats) Given	31-Mar-20	-	2,117	-	-	-	-	2,117
	31-Mar-19	-	-	-	-	-	-	-
Income from treasury and management support services	31-Mar-20	-	87	-	-	-	-	87
	31-Mar-19	-	-	-	-	-	-	-
Interest earned on inter corporate deposit given	31-Mar-20	-	1,006	-	-	-	-	1,006
	31-Mar-19	-	-	-	-	-	-	-
Content procurement fees	31-Mar-20	-	16,871	-	-	-	-	16,871
	31-Mar-19	-	-	-	-	-	-	-
Service fee paid	31-Mar-20	-	1,384	-	-	-	-	1,384
	31-Mar-19	-	-	-	-	-	-	-
Advertisement Expenses *	31-Mar-20	-	323	-	-	-	-	323
	31-Mar-19	799	-	-	-	-	-	799

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Note 38A : Transactions during the year with related parties (refer note A) (Contd..)

								(HLacs)
Transaction during the year ended		Holding Company	Fellow subsidiaries	Joint Venture	Key Management Personnel (KMP's) / Directors	Relatives of Key Management Personnel (KMP's) (refer note B)	Entities which are post employment benefit plans	Total
Rent and maintenance charges *	31-Mar-20	3,046	-	-	-	-	-	3,046
	31-Mar-19	1,692	-	-	-	-	-	1,692
Share of revenue given on joint sales / revenue sharing	31-Mar-20	-	126	-	-	-	-	126
	31-Mar-19	-	-	-	-	-	-	-
Remuneration paid to Key Management Personnel (KMP's) / Directors	31-Mar-20	-	-	-	2,016	-	-	2,016
	31-Mar-19	-	-	-	2,088	-	-	2,088
Payment for Car Lease	31-Mar-20	-	-	-	-	20	-	20
	31-Mar-19	-	-	-	-	14	-	14
Others:
Reimbursement of expenses incurred on behalf of the companies in the Group by parties	31-Mar-20	530	19	-	-	-	-	549
	31-Mar-19	2,603	-	-	-	-	-	2,603
Reimbursement of expenses incurred on behalf of the parties by companies in the Group	31-Mar-20	-	126	-	-	-	-	126
	31-Mar-19	-	-	-	-	-	-	-
Dividend paid	31-Mar-20	647	-	-	-	-	-	647
	31-Mar-19	647	-	-	-	-	-	647
Non Executive Director's Sitting Fee	31-Mar-20	-	-	-	55	-	-	55
	31-Mar-19	-	-	-	64	-	-	64
Payment to Gratuity Trust	31-Mar-20	-	-	-	-	-	-	-
	31-Mar-19	-	-	-	-	-	234	234
Investment in form of capital contribution	31-Mar-20	-	-	324	-	-	-	324
	31-Mar-19	-	-	-	-	-	-	-
Balance Outstanding:
Investment in form of capital contribution	31-Mar-20	-	-	324	-	-	-	324
	31-Mar-19	-	-	-	-	-	-	-
Trade & Other Receivables (including advancesgiven)	31-Mar-20	2,161	4	-	-	-	-	2,165
	31-Mar-19	2,409	21	-	-	-	-	2,430

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Note 38A : Transactions during the year with related parties (refer note A) (Contd..)

								(HLacs)
Transaction during the year ended		Holding Company	Fellow subsidiaries	Joint Venture	Key Management Personnel (KMP's) / Directors	Relatives of Key Management Personnel (KMP's) (refer note B)	Entities which are post employment benefit plans	Total
Trade Payables including Other Payables	31-Mar-20	99	2,896	-	-	2	-	2,997
	31-Mar-19	865	5,347	-	-	-	-	6,212
Inter- Corporate Deposit & Interest accrued on it	31-Mar-20	-	9,916	-	-	-	-	9,916
	31-Mar-19	-	9,010	-	-	-	-	9,010
Security Deposit Given	31-Mar-20	3,435	-	-	-	-	-	3,435
	31-Mar-19	4,991	-	-	-	-	-	4,991

This also includes paid to the agent on behalf of the Company.

Note A - The transactions above does not include VAT, GST etc.

Note B - 'Key Management Personnel and Relatives of Promoters who are under the employment of the Company are entitled to post employment benefits and other long term employee benefits recognised as per Ind-AS 19 - ‘Employee Benefits’ in the financial statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above. Accordingly, the above mentioned payment is in the nature of short term employee benefits.

Note C - Refer note 37 for letter of support given for/on behalf of subsidiaries.

Note 39: Segment information

For management purposes, the Group is organised into business units based on its products and services and has three reportable segments, as follows:

Printing and Publication of Newspapers and Periodicals
Business of entertainment, radio broadcast and all other related activities through its Radio channels operating under brand name ‘Fever 104’, ‘Radio Nasha 107.2’ and 'Radio One' in India
Business of providing internet related services through 'Shine.com' (job portal).

No operating segments have been aggregated to form the above reportable operating segments.

The Chief Operating Decision Maker (CODM) of the Group monitors the operating results of above-mentioned business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Group's financing (including finance costs and finance income) and income taxes are managed on a Group basis and are not allocated to operating segments.

The geographical revenue is allocated based on the location of the customers. The Group primarily caters to the domestic market and hence it has been considered as to be operating in a single geographical location.

Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

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Note 39: Segment information (Contd..)

Note 39: Segment information (Contd..)
		(HLacs)
Particulars	March 31, 2020 *(Revised )**	March 31, 2019
1. Segment Revenue a) Printing and Publishing of Newspaper and Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total Less : Inter segment revenue Net sales/ Income from operations 2. Segment results profit/(loss) before tax and finance costs from each segment a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total Less : Finance cost (Refer note 27) Less : Exceptional items (Net) (Refer note 30) Add: Other Income (Refer note 23) Profit before tax 3. Segment Assets a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total Assets 4. Segment Liabilities a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total Liabilities		1,92,601 19,404 6,645 2,409
	1,78,990
	20,166
	7,865
	1,815
	2,08,836	2,21,059 1,172
	576
	2,08,260	2,19,887
		4,558 3,068 (1,927) (18,063)
	15,443
	(5,881)
	(1,471)
	(12,029)
	(3,938)	(12,364) 11,350 3,480 23,584
	9,913
	43,222
	22,706
	(34,367)	(3,610)
		1,39,317 46,330 1,961 3,11,376
	1,34,388
	38,985
	259
	2,60,720
	4,34,352	4,98,984
		96,355 2,747 6,624 1,05,765
	93,547
	8,696
	4,379
	68,244
	1,74,866	2,11,491
*Refer note 53

5. Other Disclosures

Other Disclosures
Amount of Investment in a Joint Venture accounted for under equity method	March 31, 2020	March 31, 2019
a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Multimedia Content Management e) Unallocated Total	-	- - - - (256)
	-
	-
	-
	(199)
	(199)	(256)

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Note 39: Segment information (Contd..)

te 39: Segment information (Contd..)
Capital Expenditure (excluding capital advances)	March 31, 2020	March 31, 2019
a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total	2,221	8,338 77 9 194
	627
	-
	6
	2,854	8,618

Depreciation	March 31, 2020	March 31, 2019
a) Printing and Publishing of Newspaper & Periodicals b) Radio Broadcast & Entertainment c) Digital d) Unallocated Total	9,707	6,468 3,532 83 693
	7,246
	400
	868
	18,221	10,776

Adjustments and eliminations

Finance income and costs, and fair value gains and losses on financial assets are not allocated to individual segments as the underlying instruments are managed on a group basis.

Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on a group basis.

Capital expenditure consists of additions of property, plant and equipment and intangible assets.

Information about major customers

No single customer represents 10% or more of the Group’s total revenue during the year ended March 31, 2020 and March 31, 2019.

Note 40 : Hedging activities and derivatives

Derivatives not designated as hedging instruments

The Group uses foreign exchange forward contracts, call spread option, interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts are not designated as cash flow hedges other than Euro 30 Million FCNR Loan and USD 100 lacs ECB Loan and are entered into for periods consistent with underlying transactions exposure.

Derivatives designated as hedging instruments

The Group has taken-

Euro 30 Million FCNR Loan and
USD 100 lacs ECB Loan

with floating rate of interest. The Group has taken Call Spread option to mitigate foreign currency risk in relation to repayment of principal amount of Euro 30 Million and USD 100 lacs ECB Loan and Interest Rate Swap (Floating to Fixed) to mitigate interest rate risk. The Group designates (Cash Flow Hedge):

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Note 40 : Hedging activities and derivatives

Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to FCNR Euro 30 Million Loan availed in Euro and USD 100 lacs ECB Loan availed in USD.
Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to FCNR Euro 30 Million Loan and USD 100 lacs ECB Loan.

For year ended March 31, 2020

Disclosure of effects of hedge accounting on financial position for year ended March 31, 2020:

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Nominal value Carrying amount of
(Notional amount hedging instrument Average
Type of Line item in Balance
being used Hedge strike rate
hedge and Sheet that includes Maturity
to calculate Assets Liabilities ratio of hedging
risks hedging instrument
payments made on in J lacs in J lacs instrument
hedge instrument)
Cash flow
hedge
Foreign
exchange
risk
Foreign Euro 30 Million 382 - - February 6, 2019 1:1 82.45
currency to February 4,
options 2022
Foreign USD 87.5 lacs 619 - Financial Asset at May 31, 2018 to 1:1 71.50
currency FVTOCI (Refer Note 8) May 31, 2023
options
Fixed
Interest
rate
Interest
rate risk
Interest rate Euro 30 Million - 141 Financial Liability at February 6, 2019 1:1 2.27%
swap FVTPL (Refer Note 16C) to February 4,
2022
Interest rate USD 87.5 lacs - 287 Financial Liability at May 31, 2018 to 1:1 3.66%
swap FVTPL (Refer Note 16C) May 31, 2023
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Note 40 : Hedging activities and derivatives (Contd..)

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(H Lacs)
Amount
Line item in Amount
Changes in reclassified Line item Line item
Statement of reclassified
fair value Hedge from affected in Cost of affected in
Profit and Loss from cost
of hedging ineffectiveness cash flow Statement of Hedging Statement of
Type of hedge and risks that includes of hedging
instrument recognised in hedging Profit and Loss recognised Profit and Loss
recognised reserve to
recognised profit or (loss) reserve to because of the in OCI because of the
hedge profit or
in OCI profit or reclassification reclassification
ineffectiveness loss
loss
Cash flow hedge
Foreign exchange risk
Foreign currency options 382 - - 382 Foreign 559 914 Finance Cost
(FCNR) Exchange Loss
Foreign currency options 449 90 Foreign 449 Foreign 140 171 Finance Cost
(ECB) Exchange Loss Exchange Loss
Interest rate risk
Interest rate swap (FCNR) 4 - - - - - - -
Interest rate swap (ECB) 165 - - - - - - -
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Disclosure of effects of hedge accounting on financial position for year ended March 31, 2019:

Type of hedge and risks	Nominal value (Notional amount being used to calculate payments made on hedge instrument)	Carrying amount of hedging instrument Line item in Balance Sheet that includes hedging instrument Maturity Hedge ratio Assets inJlacs Liabilities inJlacs - - - February 6, 2019 to February 4, 2022 1:1 170 - Financial Asset at FVTOCI (Refer Note 8) May 31, 2018 to May 31, 2023 1:1 - 137 Financial Liability at FVTPL (Refer Note 16C) February 6, 2019 to February 4, 2022 1:1 - 122 Financial Liability at FVTPL (Refer Note 16C) May 31, 2018 to May31,2023 1:1	Carrying amount of hedging instrument Line item in Balance Sheet that includes hedging instrument Maturity Hedge ratio Assets inJlacs Liabilities inJlacs - - - February 6, 2019 to February 4, 2022 1:1 170 - Financial Asset at FVTOCI (Refer Note 8) May 31, 2018 to May 31, 2023 1:1 - 137 Financial Liability at FVTPL (Refer Note 16C) February 6, 2019 to February 4, 2022 1:1 - 122 Financial Liability at FVTPL (Refer Note 16C) May 31, 2018 to May31,2023 1:1	Average strike rate of hedging instrument
		Assets inJlacs
Cash flow hedge Foreign exchange risk Foreign currency options Foreign currency options Interest rate risk Interest rate swap Interest rate swap	Euro 30 Million USD 100 lacs Euro 30 Million FCNR Loan USD 100 lacs ECB	- 170 - -	- - February 6, 2019 to February 4, 2022 1:1 - Financial Asset at FVTOCI (Refer Note 8) May 31, 2018 to May 31, 2023 1:1 137 Financial Liability at FVTPL (Refer Note 16C) February 6, 2019 to February 4, 2022 1:1 122 Financial Liability at FVTPL (Refer Note 16C) May 31, 2018 to May31,2023 1:1	79.71 68.30 Fixed Interest rate 2.27% 3.66%

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Note 40 : Hedging activities and derivatives (Contd..)

								(HLacs)
Type of hedge and risks	Changes in fair value of hedging instrument recognised in OCI	Hedge ineffectiveness recognised in profit or (loss)	Line item in Statement of Profit and Loss that includes recognised hedge ineffectiveness	Amount reclassified from cash flow hedging reserve to profit or loss	Line item affected in Statement of Profit and Loss because of the reclassification	Cost of Hedging recognised in OCI	Amount reclassified from cost of hedging reserve to profit or loss	Line item affected in Statement of Profit and Loss because of the reclassification
Cash flow hedge Foreign exchange risk Foreign currency options (FCNR) Foreign currency options (ECB) Interest rate risk Interest rate swap (FCNR) Interest rate swap(ECB)	- 170 137 122	1,264 - - -	Foreign Exchange Gain - - -	- 170 - -	- Foreign Exchange Loss - -	1,504 465 - -	132 146 - -	Finance Cost Finance Cost - -

Movements in cash flow hedging reserve and costs of hedging reserve

			(HLacs)
Risk category	Foreign currency risk	Interest rate risk	Total
Derivative instruments	Foreign currency options	Interest rate swaps
Cash flow hedging reserve As at April 1, 2018 Add: Changes in intrinsic value of foreign currency options Add: Changes in fair value of interest rate swaps Less: Amounts reclassified to profit or loss As at March 31, 2019 (before tax) Less: Deferred tax relating to FY 18-19 As at March 31, 2019 (after tax) Add: Changes in intrinsic value of foreign currency options Add: Changes in fair value of interest rate swaps Less: Amounts reclassified to profit or loss As at March 31, 2020 (before tax) Less: Deferred tax relating to FY 19-20 As at March 31, 2020(after tax)	- 170 - 170	- - (259) -	- 170 (259) 170
	-	(259)	(259)
	-	(91)	(91)
	-	(168)	(168)
	831 - (831)	- (169) -	831 (169) (831)
	-	(337)	(337)
	-	(59)	(59)
	-	(278)	(278)

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Note 40 : Hedging activities and derivatives (Contd..)

Note 40 : Hedging activities and derivatives (Contd..)
	(HLacs)
	Foreign currency risk
	Foreign currency options
Costs of hedging reserve As at April 1, 2018 Add: Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts Less: Amount reclassified from cost of hedging reserve to profit or loss As at March 31, 2019 (before tax) Less: Deferred tax relating to FY 18-19 As at March 31, 2019 (after tax) Add: Deferred costs of hedging-transaction related- Deferred time value of foreign currency option contracts Less: Amount reclassified from cost of hedging reserve to profit or loss As at March 31, 2020 (before tax) Less: Deferred tax relating to FY 19-20 As at March 31, 2020(after tax)	- (1,968) 278
	(1,690)
	(590)
	(1,100)
	372 1,085
	357
	511
	(154)

Hedge Effectiveness

Further, Since the USD as on March 31 , 2020 has gone above the upper limit defined in the range of Call Spread for certain installments of loan payable in future, the USD fluctuation has impacted income statement.

Note 41 : Fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:


Particulars	Carrying value	Fair value	Fair Value measurement hierarchy level
	March 31, 2020 March 31, 2019	March 31, 2020 March 31, 2019
	Jlacs Jlacs	Jlacs Jlacs
Financial assets measured at Fair Value through profit and loss (FVTPL) Investment in Mutual Funds valued at FVTPL - Quoted (Note 7B)	1,59,383 2,11,120	1,59,383 2,11,120	Level 1

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Note 41 : Fair values (Contd..)

Particulars	Carrying value	Carrying value	Fair value Fair Value measurement hierarchy level March 31, 2020 March 31, 2019 Jlacs Jlacs
	March 31, 2020	March 31, 2019
	Jlacs	Jlacs
Investment in equity instruments and warrants- Quoted (Refer Note 7B) Investment in venture capital funds- Unquoted (Refer Note 7B) Investment in equity instruments and warrants- Unquoted (Refer Note 7B) Investment in equity instruments and warrants- Unquoted (Refer Note 7B) Investment in preference shares- Unquoted (Refer Note 7B) Investment in preference shares- Unquoted (Refer Note 7B) Investment in debt instruments- Unquoted (Refer Note 7B) Investment in debt instruments- Unquoted (Refer Note 7B) Forex derivative contract (Note 8) Financial assets measured at Amortised Cost Investment in Bonds- Quoted (Note 7B) Investment in Bonds- Unquoted (Note 7B) Loans given (Note 7C) Margin money (held as security in form of fixed deposit) (Note 8) Financial assets measured at Fair Value through other comprehensive income Investment in equity instruments and warrants- Quoted (Note 7B) Forex derivative contract (Note 8) Total Financial liabilities measured at Fair Value through Profit and Loss (FVTPL) Derivative Liability Designated as Hedge (Note 16C) Derivative contract not Designated as Hedge (Note 16C) Financial liabilities measured at Amortised Cost FCNR and ECB Loan and Term Loan from Bank including current maturities of long term borrowing clubbed under "other current financial liabilities" (Note 16A) Liability-Premium Call Option (Note 16C) Total	1,364	3,251 5,855 2,891 4,119 1,149 81 149 930 - 400 2,500 14,213 262 - 394	1,364 3,251 Level 1 8,815 5,855 Level 2 1,085 2,891 Level 2 3,516 4,119 Level 3 1,392 1,149 Level 3 - 81 Level 2 - 149 Level 2 597 930 Level 3 245 - Level 2 - 433 Level 1 - 2,500 Level 2 12,491 14,213 Level 2 250 262 Level 2 19 - Level 1 1,001 394 Level 2 2,06,927 2,65,772 152 259 Level 2 275 29 Level 2 33,977 30,799 Level 2 1,483 2,438 Level 2 35,887 33,525
	8,815
	1,085
	3,516
	1,392
	-
	-
	597
	245

	-
	-
	12,491
	250

	19
	1,001
	2,06,927	2,65,739
		259 29 30,799 2,438
	152
	275

	33,977
	1,483
	35,887	33,525

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Note 41 : Fair values (Contd..)

The following methods and assumptions were used to estimate the fair values:

The fair values of Long term interest-bearing borrowings and loans are determined by using Discounted Cash Flow(DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period.
The fair values of the investment in unquoted equity shares/ debt instruments/ preference shares have been estimated using a Discounted Cash Flow (DCF) model and/or comparable investment price such as last round of funding made in the investee Company. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted investments.
Investments in quoted mutual funds being valued at Net Asset Value.
Investments in quoted equity shares are valued at closing price of stock on recognized stock exchange.
Investments in venture capital funds are valued using valuation techniques, which employs the use of market observables inputs and the assessment of Net Asset Value.
The Company enters into derivative financial instruments such as Interest rate swaps, Coupon only swap, Call Spread Options, foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The Company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.
The loans and investment in bonds are evaluated by the Company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counterparty. Based on this evaluation, allowances are taken into account for the expected losses.
Investment in quoted bonds and are recorded at amortised cost. Fair value of quoted bonds are determined basis the closing price of the bonds on recognised stock exchange.
Fixed bank deposits with more than 12 months maturity has been derived basis the interest accrued on fixed deposits upto the Balance Sheet date.

Particulars	Valuation technique	Significant unobservable inputs	Range (weighted average)	Impact of Increase to fair value (Jlacs)	Impact of Decrease to fair value (Jlacs)
Investment in unquoted debt/ equity/preference instruments at Level 3*	Discounted cash flow	Weighted Average Cost of Capital (+/- 1%)	20%- 40%	(30)	37

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Note 41 : Fair values (Contd..)

Significant unobservable inputs	Range (weighted average)	Impact of Increase to fair value (Jlacs)	Impact of Decrease to fair value (Jlacs)
Terminal growth rate (+/- 1%)	4%-5%	20	(16)
Volatility (+/- 5%)	41%- 51%	304	(302)
Discount for lack of marketability (+/- 5%)	10%-20%	(124)	125
Environment Risk (+/- 5%)	5%-20%	(211)	211
EV/Revenue Multiple (+/- 5%)	1.3X-15X	211	(201)

Description of significant unobservable inputs to valuation as at March 31, 2019:

Particulars Valuation technique Significant unobservable inputs	Range (weighted average) Impact of Increase to fair value (Jlacs)	Impact of Decrease to fair value (Jlacs)
Investment in unquoted debt/ equity/preference instruments at Level 3* Discounted cash flow Weighted Average Cost of Capital (+/- 1%) Terminal growth rate(+/- 1%)	17.50% (177) 5% 147	225 (113)

The sensitivity analysis disclosures for the previous year ended March 31, 2019, in relation to certain equity instruments and preference shares investments classified at FVTPL is not been disclosed since the management believes that there is no movement in the fair value on the reporting date.
** In relation to previous year, the investment was classified as level III under FVTOCI category. The sensitivity analysis disclosures in relation to certain equity shares investments classified at FVTOCI is not been disclosed since the management believes that there is no movement in the fair value on March 31, 2019.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

Reconciliation of fair value measurement of investment in unquoted equity shares/ preference shares/ debentures measured at FVTPL (Level III) :

Particulars	Total Jlacs
At April 1, 2018 Purchases Impact of Fair value movement	3,216 4,119 (1,137)

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Note 41 : Fair values (Contd..)

Particulars	Total Jlacs
As at March 31, 2019 Purchases Transfers# Sales Impact of Fair value movement As at March 31, 2020	6,198
	1,989 (1,042) - (1,638)
	5,507

During the year an Investment having book value of H 1,185 lacs (previous year Nil ) has been transferred from Level 3 to Level 2. Certain securities were valued basis Discounted Cash Flow (DCF) model (Level 3) during the previous year. The same has been valued during the current year basis observable data (Level 2).

Further, investment having a book value of H 143 lacs (previous year Nil) has been transferred from Level 2 to Level 3. Certain securities were valued basis observable data (Level 2) during the previous year. The same has been valued during the current year basis Discounted Cash Flow (DCF) model (Level 3).

Note 42: Financial risk management objectives and policies

The Group's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations and to support its operations. The Group's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Group also enters into foreign exchange derivative transactions.

The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the mitigation of these risks. The Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarised below:-

I Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk:

a) interest rate risk,
b) currency risk, and
c) equity price risk.

Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analyses in the following sections relate to the position as at March 31, 2020 and March 31, 2019.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations and provisions.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2020 and March 31, 2019.

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Note 42: Financial risk management objectives and policies (Contd..)

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations, viz, FCNR Loan and ECB with floating interest rates (refer note 40).

The Group manages interest rate risk by taking interest rate swap (floating to fixed). Refer Note 40 for details.

The Sensitivity Analysis for impact on OCI in relation to interest rate swap-

Particulars MTM Valuation	Impact on OCI (JLacs)
Interest rate swap 10% -10%	16 (16)

b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the companies operating activities (when revenue or expense is denominated in a foreign currency), investment & borrowing in foreign currency etc.

The Group manages its foreign currency risk by hedging foreign currency transactions with forward covers and option contracts. These transactions generally relates to purchase of imported newsprint, borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the underlying exposure.

Foreign currency sensitivity-Unhedged Foreign Currency Exposure

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities.

	Foreign Currency (in lacs)	Foreign Currency (in lacs)			(HLacs)	(HLacs)
	Outstanding Balances		Change in Foreign Currency Rate		Effect on profit before tax
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019 +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-) 1% +/(-)1%	March 31, 2020	March 31, 2019
Change in USD rate Trade payables Interest Payable (Buyers Credit) Borrowings (Buyers Credit) Trade Receivables Change in GBP rate Investments Change in SGD rate Investments Trade Receivables Change in CAD rate Investments Change in Euro rate Trade payables InterestPayable-FCNR EURO		39 3 115 6 2 141 - 1 - 1				27 2 79 5 2 72 - 1 - 1
	54		+/(-) 1%		41
	2		+/(-) 1%		2
	187		+/(-) 1%		141
	4		+/(-) 1%		3

	-		+/(-) 1%		-

	158		+/(-) 1%		83
	2		+/(-) 1%		1

	-		+/(-) 1%		-

	1		+/(-) 1%		1
	3		+/(-)1%		2

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Note 42: Financial risk management objectives and policies (Contd..)

c) Equity price risk

The Group invests in listed and non-listed equity securities which are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group's senior management on a regular basis. The Group's Investment Committee reviews and approves all equity investment decisions. (Refer note 41)

II Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and contract assets and unbilled receivables

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 12A and Note 8 . The Group does not hold collateral as security.

The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

III Liquidity risk

The Group monitors its risk of shortage of funds using a liquidity planning tool.

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of Bank overdrafts, Bank loans & Money Market Borrowing. Approximately 77% of the Group's borrowings will mature in less than one year at March 31, 2020 (March 31, 2019: 73%) based on the carrying value of borrowings reflected in the financial statements.

The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

For further details, refer Note 52.

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Note 42: Financial risk management objectives and policies (Contd..)

The table below summarises the maturity profile of the Group's financial liabilities:

			(HLacs)
	Within 1year	More than 1year	Total
As at March 31, 2020 Borrowings Lease Liabilities Trade and other payables Other financial liabilities As at March 31, 2019 Borrowings Trade and other payables Other financial liabilities	44,441 4,477 29,151 53,044 79,449 33,121 51,247	17,998 9,764 - 776 29,330 - 1,379	62,439 14,241 29,151 53,820 1,08,779 33,121 52,626

Collateral

The Group has pledged part of its Investment in Mutual Funds in order to fulfill the collateral requirements for Borrowing. At March 31, 2020 and March 31, 2019, the invested values of the Investment in Mutual Funds pledged were H 51,303 lacs and H 51,300 lacs respectively. The counterparties have an obligation to return the securities to the Company and the Company has an obligation to repay the borrowing to the counterparties upon maturity/ due date. There are no other significant terms and conditions associated with the use of collateral. Securities except pledge given against outstanding Bank facilities details is provided in borrowing note (note 16A).

Note 43: Capital management

For the purpose of the Group's capital management, capital includes issued equity capital, securities premium and all other equity reserves . The primary objective of the Group's capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, interest accrued on borrowings, less cash and cash equivalents.

		(HLacs)
Particulars	March 31, 2020 Jlacs	March 31, 2019 Jlacs
Borrowings including current maturity of long term borrowing (Note 16A) Interest accrued but not due on borrowings and others ( Refer Note 16C) Less: cash and cash equivalents (Note 12B) Less: Other bank balances (Note 12C) Net debt Equity attributable to equity holders of parent Total capital Capital and debt Gearing ratio	78,418	1,10,248 423 (15,817) (8,043)
	468
	(5,890)
	(4,139)
	68,857	86,811
	2,15,485	2,51,148
	2,15,485	2,51,148
	2,84,342	3,37,959
	24%	26%

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Note 43: Capital management (Contd..)

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

The Company has satisfied all financial debt covenants prescribed in the terms of bank loan for the year ended March 31, 2020 and March 31, 2019 except Total Debt to EBIDTA ratio for FCNR loan taken from Citibank in March 31, 2019. Required waiver approval dated April 15, 2019 had been obtained from Citibank to condone the non-compliance and non-adherence of the Total Debt to EBITDA Ratio for financial condition test till FCNR loan maturity.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2020 and March 31, 2019.

Note 44: Standards issued but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020.

Note 45:

The Parent Company has consolidated the financial statements of HT Media Employee Welfare Trust (“Trust”) in its standalone financial statements. Accordingly, the amount of loan of H 2,004 lacs (Previous Year H 2,004 lacs) outstanding in the name of Trust in the books of the Company at the year end has been eliminated against the amount of loan outstanding in the name of Company appearing in the books of Trust at the year end. The investment of H 1,896 lacs (previous year H 2,022 lacs) made by the Trust in the equity shares of the Company (through secondary market) has been shown as deduction from the Share Capital to the extent of face value of the shares [H 44 lacs (previous year H 44 lacs)] and Securities Premium Account to the extent of amount exceeding face value of equity shares [H 1,852 lacs (previous year H 1,978 lacs )]. The investment of H 19 lacs made by the Trust in the equity shares of Digicontent Limited has been shown as Investments at fair value through other comprehensive income . Further, the amount of dividend of H 9 lacs (previous year H 9 lacs) received by the Trust from the Company during the year end has been reduced from dividend paid during the year.

Note 46:

Capital Advances include H 119 lacs (Previous year H 119 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 & Phase III)

Note 47: Business Combination [Acquisition of Next Mediaworks Limited (NMW), Next Radio Limited (NRL, 51.40% Subsidiary of NMW) and Syngience Broadcast Ahmedabad Limited(SBAL, a wholly owned Subsidiary of NRL)

On April 9, 2019, HT Media Limited (HTML or “the Company”) acquired 14.18% of the fully diluted voting equity share capital of NMW pursuant to an open offer under the SEBI (SAST) Regulations and on April 15, 2019 acquired 36.82% of the fully diluted voting equity share capital of NMW from the promoters and members of the promoter group of NMW.

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Note 47: Business Combination [Acquisition of Next Mediaworks Limited (NMW), Next Radio Limited (NRL, 51.40% Subsidiary of NMW) and Syngience Broadcast Ahmedabad Limited(SBAL, a wholly owned Subsidiary of NRL) (Contd..)

Additionally, during the year HTML acquired 48.60% non controlling stake in NRL

Pursuant to above, Next Mediaworks Limited (NMW) and its subsidiaries have become subsidiaries of the Company effective April 15, 2019. NMW carries out business of “Radio Broadcast and Entertainment” through its subsidiary Next Radio Limited (NRL). The acquisition was carried out by the Company to enlarge business of “Radio Broadcast and Entertainment”.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Particulars	Amount (JLacs)
Cash paid till the date of acquisition Redemption liability recognised on the date of acquisition Total Purchase Consideration*	9,211 18,432
	27,643

*For acquiring stake from NCI in NRL for which risks and rewards of ownership have been transferred to the Company. The liability has been discharged during the year.

The assets and liabilities recognised as a result of the acquisition are as follows:

(H Lacs)

The assets and liabilities recognised as a result of the acquisition are as follows:	(HLacs)
Particulars	Fair Value recognised on Acquisition
Assets Property, plant and equipment Non-current asset held for sale Other intangible assets Right of use Asset Investments Loan Trade receivables Cash and cash equivalents Other bank balance Other financial assets Other assets Income tax assets Total Assets Liabilities Lease liability Borrowings Trade payables Other financial liabilities Other liabilities Contract liabilities Provisions Deferred tax liability Total Liabilities Net identifiable net assets/ (liabilities) at fairvalue*	322 200 23,541 2,423 55 238 2,784 152 78 33 326 532
	30,684 (2,279) (5,515) (2,124) (2,053) (256) (679) (155) (3,486)
	(16,547)
	14,137

Non current assets held for sale represents immovable property which was sold at H 200 lacs during the year ended March 31, 2020

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Note 47: Business Combination [Acquisition of Next Mediaworks Limited (NMW), Next Radio Limited (NRL, 51.40% Subsidiary of NMW) and Syngience Broadcast Ahmedabad Limited(SBAL, a wholly owned Subsidiary of NRL) (Contd..)

Calculation of Goodwill:

Calculation of Goodwill:
Particulars	Amount (JLacs)
Purchase consideration Non-controlling interest in the acquired entity Less: Net identifiable net assets/ (liabilities) acquired Goodwill	27,643 4,122 (14,137)
	17,628

The Company elected to recognise the non-controlling interests at its proportionate share of the acquired net identifiable assets.

The fair value of the trade receivables amounts to H 2,784 lacs. None of the trade receivables is credit impaired and it is expected that the full contractual amounts can be collected.

The goodwill comprises the value of expected synergies arising from the acquisition and customer list and customer contracts, that do not qualify for separate recognition. None of the goodwill recognised is expected to be deductible for income tax purposes.

Transaction costs were expensed and are included in other expenses (Refer note 29).

From the date of acquisition, NMW and its subsidiaries have contributed H 5,871 lacs of revenue and H 1,921 lacs of loss before tax to the Group for year ended March 31, 2020. If the acquisitions had occurred on April 1, 2019, revenue and profit/(loss) before tax for the year ended March 31, 2020 would be substantially same.

Particulars	Amount (JLacs)
Outflow of cash to acquire subsidiaries, net of cash acquired: Purchase consideration Net outflow of cash - investing activities	27,643
	27,643

Note 48 : Scheme of Arrangements

A. Reduction of equity share capital of HT Music and Entertainment Company Limited

The Board of Directors of HT Music & Entertainment Company Limited (HTME) [subsidiary of HT Media Limited (HTML)] at its meeting held on April 4, 2019 had approved an application for reduction of share capital of HTME from H 33,400 lacs to H 3,400 lacs. The proposal was approved by the equity shareholders of HTME on April 5, 2019, followed by sanction thereof by Hon’ble NCLT, Mumbai Bench (“NCLT”) on February 6, 2020 (order received on February 18, 2020). In terms of the order of NCLT, HTME returned H 30,000 lacs to it’s shareholder viz. HTML on February 27, 2020. Impact of capital reduction of HTME has been considered in HTME’s and HTML's standalone financial statements for FY 19-20.

The aforesaid scheme did not have any impact on the consolidated financial statements of the Group.

B. Scheme of amalgamation between Firefly e-Ventures Limited (FEVL), HT Digital Media Holdings Limited (HTDH), HT Education Limited (HTEL), HT Learning Centers Limited (HTLC), India Education Services Private Limited (IESPL), Topmovies Entertainment Limited (TMEL) with HT Mobile Solutions Limited (HTMSL)

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Note 48 : Scheme of Arrangements (Contd..)

Education Services Private Limited (IESPL) and Topmovies Entertainment Limited (TMEL) with HT Mobile Solutions Limited (HTMS) (“Scheme”), has been approved by the Board of Directors of respective companies at their meeting held on March 18, 2020. A joint application for sanction of the Scheme was filed before the Hon’ble National Company Law Tribunal, New Delhi Bench (NCLT) on July 14, 2020, and NCLT vide its order dated October 12, 2020 has directed to convene meetings of equity shareholders of FEVL, HTDMH, IESPL and HTMS and unsecured creditors of HTMS on December 7, 2020, while dispensing the requirement to convene meeting(s) of shareholders/creditors of other companies, having received consent therefor from the respective shareholders and creditors. Pending requisite approval(s), impact of the proposed Scheme has not been considered in the above results.

C. Transfer of Business to Consumer (B2C) business to Hindustan Media Ventures Limited by India Education services Private Limited

Pursuant to a Scheme of Arrangement u/s 230 and 232 of the Companies Act, 2013 between Hindustan Media Ventures Limited [HMVL, a subsidiary of HT Media Limited, Resulting Company] and a fellow subsidiary company viz. India Education Services Private Limited (IESPL) [Demerged Company], and their respective shareholders (Scheme), sanctioned by Hon’ble National Company Law Tribunal, Kolkata Bench and New Delhi Bench vide their respective orders dated August 5, 2019 (amended vide order dated August 28, 2019) (certified copy received on November 08, 2019) and October 22, 2019 (certified copy received on November 11, 2019) respectively, the Business to Consumer (B2C) Education business of Demerged Company along with its related assets and liabilities have been transferred to Resulting Company.

Certified copy of the orders sanctioning the Scheme have been filed with Registrar of Companies (RoC), Delhi and Bihar on November 19, 2019. Accordingly, the Scheme has been given effect in accordance with Appendix C ""Business combinations of entities under common control"" of Ind AS 103 (Business Combinations) i.e. at the beginning of the comparative period (April 1, 2018). Consequently, the numbers related to the comparative period (i.e., FY 2018-19) have been restated accordingly.

Pursuant to the Scheme, the Resulting Company has allotted its 2,77,778 equity shares of H 10 each to the shareholders of Demerged Company on December 5, 2019 in the proportion of 10 equity shares of H 10 each fully paid up of the Resulting Company for every 72 equity shares of H 10 each fully paid up of the Demerged Company.

Consequent to the above, HT Media Limited has received additional 2,75,000 equity shares of HMVL, thereby reducing the non controlling interest in HMVL to 25.604% from the existing 25.697%. Accordingly, the non controlling interest in HMVL has reduced by H 142 lacs during the year and a corresponding increase of H 142 lacs has been recorded in the owners equity in the Group.

Further, non controlling interest in net liability of B2C business of IESPL as on April 1, 2018 has increased by H 319 lacs, thereby increasing the other equity.

D. The subsidiary companies viz. Syngience Broadcast Ahmedabad Limited (SBAL) and Next Radio Limited (NRL) filed a joint application before Hon’ble National Company Law Tribunal, Mumbai Bench (NCLT) on 21st May, 2020 for recall of NCLT’s earlier order dated October 5, 2017 sanctioning the Scheme of Arrangement between NRL & SBAL and their respective shareholders & creditors (Scheme) for transfer of Ahmedabad FM Radio Broadcasting business of NRL into SBAL; and reverse all actions that may have been taken on the basis of said NCLT’s order including any corporate actions, changes to issued capital, filing with any regulatory authority etc. The said joint application was filed as NRL did not receive approval of Ministry of Information & Broadcasting (MIB) for transfer of Ahmedabad FM Radio license from NRL to SBAL pursuant to the Scheme, as a result of which the Scheme did not come into effect. The application was allowed by NCLT vide order passed on September 22, 2020. Accordingly, the allotment of 1,82,10,000 equity shares of H 10/- each by SBAL to NRL on November 27, 2017 pursuant to the Scheme was void ab-initio, and the paid-up share capital of SBAL was reduced to H 1,55,00,000 comprising of 15,50,000 equity shares of H 10 each. The same has also been updated on MCA portal on November 6, 2020. Impact of the NCLT order has not been considered in March 2020 results since it does not relate to conditions existing on the Balance sheet date

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Note 49 :

Additional information as required under Schedule III of the Companies Act, 2013, of the enterprises consolidated as subsidiaries/ joint ventures.

Particulars	Net assets i.e. total assets minus total liabilities	Net assets i.e. total assets minus total liabilities	Share in Profit or Loss	Share in Profit or Loss	Share in other Comprehensive income	Share in total Comprehensive income
	As % of consolidated net assets	Amount (JLacs)	As % of consolidated profit or loss	Amount (JLacs)	As % of consolidated other comprehensive income Amount (JLacs)	As % of total comprehensive income Amount (JLacs)
Current Year : As on March 31, 2020 I. Parent : HT Media Limited II. Subsidiaries : a) Indian Hindustan Media Ventures Limited HT Music and Entertainment Company Limited Firefly e-ventures Limited HT Mobile Solutions Limited HT Digital Media Holdings Limited HT Learning Centers Limited HT Education Limited HT Global Education Private Limited (Formerly HT Global Education) Topmovies Entertainment Limited India Education Services Pvt. Ltd Shine HR Tech Limited Next Mediaworks Limited Next Radio Limited Syngience Broadcast Ahmedabad Private Limited HT Noida Company Limited	46.65% 64.09% 0.50% 0.06% 0.70% 0.03% 0.25% 0.00% 0.00% 0.06% 0.00% 0.00% 0.12% 5.95% 0.00% 0.00%	1,00,529 1,38,105 1,067 121 1,511 75 528 2 - 124 10 4 254 12,817 4 5	98.32 % (39.66)% 4.42 % 0.00 % (0.47)% 0.09 % 5.73 % 0.00 % 0.01 % (0.08)% 0.05 % 0.00 % 0.40 % 18.90 % 0.02 % 0.00 %	(34,004) 13,718 (1,528) - 163 (32) (1,983) (1) (2) 26 (16) (1) (138) (6,537) (6) -	158.31 % 953 (89.20)% (537) 0.17 % 1 0.00 % - 0.00 % - 0.00 % - 0.17 % 1 0.00 % - 0.00 % - 0.00 % - 0.00 % - 0.00 % - 0.33 % 2 (4.15)% (25) 0.00 % - 0.00 % -	97.26 % (33,051) (38.79)% 13,181 4.49 % (1,527) 0.00 % - (0.48)% 163 0.09 % (32) 5.83 % (1,982) 0.00 % (1) 0.01 % (2) (0.08)% 26 0.05 % (16) 0.00 % (1) 0.40 % (136) 19.31 % (6,562) 0.02 % (6) 0.00 % -

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for the year ended March 31, 2020

Note 49 : (Contd..)

Particulars	Net assets i.e. total assets minus total liabilities	Net assets i.e. total assets minus total liabilities	Share in Profit or Loss	Share in Profit or Loss	Share in other Comprehensive income	Share in total Comprehensive income
	As % of consolidated net assets	Amount (JLacs)	As % of consolidated profit or loss	Amount (JLacs)	As % of consolidated other comprehensive income Amount (JLacs)	As % of total comprehensive income Amount (JLacs)
b) Foreign HT Overseas Pte Ltd. III. Non- controlling interest in all subsidiaries IV. Joint Venture (Investment as per Equity Method) a) Indian HT Content Studio LLP b) Foreign Sports Asia Pte. Ltd. Total Previous Year : As on March 31, 2019 I. Parent : HT Media Limited II. Subsidiaries : a) Indian Hindustan Media Ventures Limited HT Music and Entertainment Company Limited Firefly e-ventures Limited HT Mobile Solutions Limited HT Digital Media Holdings Limited HT Learning Centers Limited HT Education Limited HT Global Education Private Limited (Formerly HT Global Education) Topmovies Entertainment Limited India Education Services Pvt. Ltd	0.27% (18.58)% 0.03 % (0.12)%	575 (40,047) 57 (256)	11.11 % 0.38 % 0.77 % 0.00 %	(3,844) (133) (267) - (34,585) (9,409) 12,312 1,157 (3) 820 109 (1,176) (1) - 2 (445)	10.47 % 63 23.92 % 144 0.00 % - 0.00 % -	11.13 % (3,781) (0.03)% 11 0.79 % (267) 0.00 % - 100.00% (33,983) 428.23 % (10,423) (493.96)% 12,023 (47.62)% 1,159 0.12 % (3) (33.77)% 822 (4.48)% 109 48.32 % (1,176) 0.04 % (1) 0.00 % - (0.08)% 2 18.12 % (441)
	100.00%	2,15,485	100.00%		100.00% 602
	56.28 % 53.68 % 1.22 % 0.06 % 0.72 % 0.09 % 0.09 % 0.00 % 0.00 % 0.26 % 0.36 %	1,41,337 1,34,821 3,067 148 1,814 219 220 3 2 659 898	780.83 % (1021.74)% (96.02)% 0.25 % (68.05)% (9.05)% 97.59 % 0.08 % 0.00 % (0.17)% 36.93 %		82.51 % (1,014) 23.52 % (289) (0.16)% 2 0.00 % - (0.16)% 2 0.00 % - 0.00 % - 0.00 % - 0.00 % - 0.00 % - (0.33)% 4

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Note 49 : (Contd..)

Particulars	Net assets i.e. total assets minus total liabilities	Net assets i.e. total assets minus total liabilities	Share in Profit or Loss	Share in Profit or Loss	Share in other Comprehensive income	Share in total Comprehensive income
	As % of consolidated net assets	Amount (JLacs)	As % of consolidated profit or loss	Amount (JLacs)	As % of consolidated other comprehensive income Amount (JLacs)	As % of total comprehensive income Amount (JLacs)
b) Foreign HT Overseas Pte Ltd. III. Non- controlling interest in all subsidiaries IV. Joint Venture (Investment as per Equity Method) a) Foreign Sports Asia Pte. Ltd. Total	1.82 % (14.47)% (0.10)%	4,561 (36,345) (256) 2,51,148	147.47 % 231.87 % 0.00 %	(1,777) (2,794) -	0.73 % (9) (6.10)% 75 0.00 % - 100.00% (1,229)	73.38 % (1,786) 111.71 % (2,719) 0.00 % -
	100.00%		100.00%	(1,205)		100.00% (2,434)

Note 50: Capitalized expenditure

During the previous year, the Company has capitalized the following expenses of revenue nature to the cost of property, plant and equipment/capital work in progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

		(HLacs)
Particulars	March 31, 2020	March 31, 2019
Raw Material Consumption Travelling and conveyance Miscellaneous Expenses Total	-	11 31 15
	-
	-
	-	57

Note 51: Management has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amount of property, plant and equipment, intangible assets, investment properties, inventories, receivables, other financial and non-financial assets of the Group. In developing the assumptions relating to the possible future uncertainties because of this pandemic, the Group, as at the date of adoption of these consolidated financial statements has used internal and external sources of information. The Group has performed sensitivity analysis on the assumptions used, to the extent applicable and based on current factors estimated that the carrying amount of above mentioned assets as at March 31, 2020 will be recovered after recording impairment loss on intangible assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Group’s financial statements will be continuously made and provided for as required (refer note 30).

Note 52: The Group has incurred losses in current year, which has resulted in partial erosion of the net worth of the Group as at March 31, 2020. Further, the Group’s current liabilities exceed its current assets as at March 31, 2020. Based on projections, which

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for the year ended March 31, 2020

Note 52: (Contd..)

considers appropriate changes to its business strategies, the Group expects to earn cash inflow from operating activities, which can be used to settle liabilities in the near future. The Group believes such anticipated internally generated funds from operations in future, along with its fully available revolving undrawn credit facilities as at March 31, 2020 and certain other current assets (financial and non-financial) as at March 31, 2020 will enable it to meet its future known obligations due in next year, in the ordinary course of business. The Group also has investment in debt mutual funds, which are liquid and not under lien, and which presently are classified as non current financial assets and can be monetized, if required.

The Group has considered the impact of COVID-19 pandemic in the projections. Further, the Group believes that obligation falling due beyond one year from the reporting date can also be met from various internal and external sources, in the ordinary course of business.

Note 53: Note on Revision of Financials

The Company received a whistleblower complaint (“WB Complaint”) in August 2020 from a named employee of the radio business on his last working day. The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business of the Group. The Company, in accordance with its whistleblower policy, and as confirmed by respective Audit Committees appointed an independent law firm which worked closely with two independent accounting firms for an in-depth comprehensive review. The said investigation brought out practices indicating the following deficiencies and lapses during financial years 2017-18, 2018-19, 2019-20 and 2020-21:

Practice of pre-billing (i.e. billing and booking revenue for services yet to be consumed/ delivered) resulting in reporting of higher revenue in financial statements. Such billing remained unconsumed/ undelivered.
Potential manipulation of debtor ageing by issuance of inappropriate credit notes and additional invoices to avoid higher provisioning for bad debts.
Circulating improper balance confirmation requests (by including invoices without delivery/ requests for advertisement) to customers (with such balances either remaining unconfirmed or disputed) resulting in reporting higher revenue.
Potentially improper credit approvals including forced/ credit approval under protest at the instructions of senior management of the Radio business.

Further, based on a very detailed investigation performed, the investigating team and the management concluded that the above mentioned findings were confined to a stream of revenue (‘pure money’) of radio business of the above mentioned subsidiary only and were not pervasive across other financial statement captions. The said investigation did not reveal existence of any personal profiteering or siphoning of funds or embezzlement or misappropriation of funds.

The final findings of the investigation have been presented to the Audit Committees and Board of Directors of the Company, including multiple status update briefings in the interim. The Audit Committees have considered the report. The management has also placed before the Audit Committees an action plan for (a) strengthening internal financial controls and systems; (b) centralizing the revenue assurance function; (c) a plan for integration of IT systems used in the radio business; and (d) recommendations from Chief HR Officer to bring about changes in HR policies and practices with emphasis on adoption of better ethical codes and practices. The Audit Committees have also made their recommendations for action against the employees involved in the wrongdoings to the respective Board of Directors for their consideration. The Board of Directors have considered and accepted the said investigation report and are in the process of taking appropriate steps in the best interest of the Group and its various stakeholders.

As an outcome of said investigation, the Group has revised its consolidated financial statements for the year ended 31 March 2020 which were earlier approved by the Board of Directors on June 26, 2020.

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Note 53: Note on Revision of Financials (Contd..)

These deficiencies, along with their consequential impact, have led to identification that the Group needs to further strengthen its internal control environment, in order to minimize the instances of overriding of certain internal controls by senior management officials. The Group is taking necessary action to address these material weaknesses including tightening of internal controls.

The findings of the investigation have direct (as quantified in the investigation report) and consequential impact on certain other financial statement captions.

The impact of the anomalies recorded in the revised consolidated financial statements and also affirmed by the aforesaid investigation is as below:

In Statement of Profit and Loss Account

In Statement of Profit and Loss Account
			(HLacs)
Financial statement caption	Original	Revision on account of investigation	Revised
	Year ended March 31, 2020
Revenue from operations	2,10,474	(2,271)	2,08,203

Further, the revised consolidated financial statements have also recognised the impact of adjusting events occurring after the reporting period (including the period after the date of approval of pre-revised financial result (June 26, 2020) till date of approval of the revised consolidated financial statements i.e. November 27, 2020), which are significantly impacted by present economic and market conditions including COVID-19. These adjustments are as follows:

In Statement of Profit and Loss Account

				(HLacs)
Financial statement caption	Original issued financial statements	Revision on account of investigation as mentioned above	Consequential and other impact	Revised financial statements
		Year ended March 31, 2020
Total Revenue Total Expenses Exceptional items loss Loss before tax Tax expense	2,33,027	(2,271) 210		2,30,966
	2,23,507	- (1,396)		2,22,111
	(26,208)	- (17,014)		(43,222)
	(16,688)	(2,271) (15,408)		(34,367)
	4,787	- (4,969)		(182)
Loss after tax	(21,475)	(2,271) (10,439)		(34,185)

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Note 53: Note on Revision of Financials (Contd..)

In Balance Sheet

In Balance Sheet
			(HLacs)
Financial statement caption	Original issued financial statements	Revision Impact	Revised financial statements
		As at March 31, 2020
Property, plant and equipment Intangible Assets Deferred tax assets (net) Income tax assets (net) Trade receivables Cash and cash equivalents Other current financial assets Other current assets Net Impact on Assets Other equity Non Controlling Interest Deferred tax liabilities (net) Trade payable Other financial liabilities Contract liabilities	45,931	174 46,105 (17,188) 31,656 5,161 9,778 29 5,033 (4,108) 40,081 (275) 5,890 3 1,419 419 11,109 (15,785) (13,779) 2,10,874 113 40,047 12 1,637 (107) 28,824 (1,982) 53,044 (42) 10,854
	48,844
	4,617
	5,004
	44,189
	6,165
	1,416
	10,690

	2,24,653
	39,934
	1,625
	28,931
	55,026
	10,896
Net Impact on Liabilities		(15,785)

Since the impact of the anomalies pertaining to periods on or before March 31, 2019, as disclosed below, is not material in relation to the operations of the Group, the impact relating to earlier years (i.e. financial years 2017-18 and 2018-19) has been recognised in the retained earnings as at April 1, 2019.

Adjustments in Retained earnings as at April 1, 2019 :

Particulars	Amount (JLacs)
Decrease in revenue from operations Increase in other expenses Deferred tax credit Total decrease	(1,115) (45) (204)
	(956)

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for the year ended March 31, 2020

Note 54: The Board of Directors of the Company at its meeting held on July 28, 2020 has approved investment to acquire 100% stake in ‘Mosaic Media Ventures Private Limited’. The Company has entered into Share Purchase Agreement (SPA) dated November 9, 2020 with existing shareholders of ‘Mosaic Media Ventures Private Limited’ to acquire 100% stake. Pending completion of the transaction which shall be post the satisfactory completion of conditions precedent as per the the SPA, the impact of the acquisition has not been considered in the financial statements.

In terms of our revised report of even date attached

For B S R and Associates Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora Partner Membership No. 076124

Place: Gurugram Date: November 27, 2020

For and on behalf of the Board of Directors of HT Media Limited

Piyush Gupta

Dinesh Mittal

Group Chief Financial Officer

Group General Counsel & Company Secretary

Shobhana Bhartia Chairperson & Editorial Director (DIN: 00020648)

Praveen Someshwar Managing Director & Chief Executive Officer (DIN: 01802656)

Place: New Delhi Date: November 27, 2020

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(Except information for number of shares - Amount in lacs)
Sr. No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
Name of the Subsidiary Company
Hindustan
Media
Ventures
Limited
HT Music and
Entertainment
Company
Limited
HT Digital
Media
Holdings
Limited
Firefly
e-Ventures
Limited
(Refer Note a)
HT Mobile
Solutions
Limited
(Refer Note a)
HT Overseas Pte. Ltd
(Refer Note b)
HT
Education
Limited
HT
Learning
Centers
Limited
HT Global Education
Private Limited (Formerly
HT Global Education)
(Refer Note c) #
Topmovies
Entertainment
Limited
India
Education
Services
Private
Limited
Next
Mediaworks
Limited
Next Radio
Limited
(Refer Note d)
Syngience
Broadcast
Ahmedabad
Private Limited
(Refer Note e)
Shine
HR Tech
Limited
HT Noida
(Company)
Limited
(Refer Note f)
Date since when subsidiary was acquired
1-Jul-03
28-Oct-05
26-Sep-07
11-Jun-07
19-Feb-09
19-Aug-10
1-Apr-11
5-Feb-10
13-May-11
24-May-13
18-Jul-17
15-Apr-19
15-Apr-19
15-Apr-19
26-Nov-19
11-Feb-20
Reporting period for the subsidiary
concerned, if different from the holding
company's reporting period.
Not
Applicable
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
Not
Applicable
Not Applicable
Reporting currency and Exchange rate as on
the last date of the relevant Financial year in
the case of foreign subsidiaries
Not
Applicable
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
SGD,
1 SGD =
J52.98
INR
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
Not
Applicable
Not
Applicable
Not Applicable
Not Applicable
Not
Applicable
Not Applicable
a)
Share Capital
7,367
3,400
2,607
12
3,546
155
7,794
2,922
8,807
15
1,150
200
6,689
7,574
1,976
5
5
b)
Reserves and surplus
144,316
405
1,229
(24)
(1,533)
(149)
(7,519)
(2,921)
(12,325)
(15)
(574)
(190)
(6,036)
(7,207)
(6)
(1)
-
c)
Total Assets
192,406
4,450
3,840
199
3,235
25
1,323
3
1,184
-
581
43
2,460
15,150
2,004
5
5
d)
Total Liabilities
40,723
645
4
211
1,222
20
1,048
3
4,702
-
5
33
1,807
14,783
33
1
-
e)
Investments
118,553
-
71
-
60
22
1,176
-
-
-
80
-
2,231
1,976
-
-
-
f)
Turnover @
90,455
2,765
11
20
2,347
22
1,115
-
1,914
-
33
-
229
5,742
17
-
-
g)
Profit / (Loss) before Taxation ^
16,785
1,042
473
-
219
(83)
(4,267)
(537)
(2,467)
(2)
30
(16)
(2,094)
(5,042)
12
(1)
-
h)
Provision for Tax Expenses/(benefits)
4,888
320
27
-
70
-
-
-
-
-
-
-
-
-
4
-
-
i)
Profit / (Loss) after Taxation
11,897
722
446
-
149
(83)
(4,267)
(537)
(2,467)
(2)
30
(16)
(2,094)
(5,042)
8
(1)
-
j)
Proposed Dividend (includes Dividend
Distribution Tax)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Extent of shareholding (%)
74.40%
100.00%
100.00%
99.99%
99.16%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.00%
51.00%
99.60%
99.60%
100.00%
100.00%

a. Indirect subsidiaries of HT Media Limited. Shares held through HT Digital Media Holdings Limited.
b. HT Overseas Pte Ltd is a foreign subsidiary and Financial Statements are denominated in Singapore Dollars. Share capital, Reserves & Surplus, Total Assets, Total Liabilities and Investments are translated at
year end exchange rate : Singapore Dollar =H52.98 and Turnover, Profit before taxation, Provision for taxation and Profit after taxation are translated at annual average exchange rate of Singapore Dollar =
H51.66.
c. The name of the Company was changed from HT Global Education to HT Global Education Private Limited with effect from January 22, 2019 due to surrender of license for carrying non-profit activities under
section 8 of the Companies Act, 2013.
d. Indirect subsidiary of HT Media Limited. Shares held through Next Mediaworks Limited.
e. Indirect subsidiary of HT Media Limited. Shares held through Next Radio Limited.
f. Indirect subsidiary of HT Media Limited. Shares held through Hindustan Media Ventures Limited.
# As on March 31, 2020, the Company is "Under Process of Striking off".
@ Includes Other Income.
^ Includes Exceptional items

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PART “ B” : ASSOCIATES AND JOINT VENTURES

Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 related to Associate Companies and Joint ventures

Name of the Associates/ Joint Ventures	Sports Asia Pte Limited	HT Content Studio LLP
Relationship with the Parent Company (HT Media Limited) 1. Latest audited Balance Sheet Date 2. Date on which Joint Venture was associated or acquired 3. Shares of Joint Ventures held at the year end Equity shares Number ( In lacs) Amount of Investment in Joint Venture (Hin lacs) Extend of Holding % 4. Description of how there is significant influence 5. Reason why the Joint venture is not consolidated 6. Networth attributable to Shareholding as per latest audited Balance Sheet (Jin lacs) 7. Profit /( Loss) for the year (Jin lacs) i. Considered in Consolidation ii. Not Considered in Consolidation	Joint venture March 31, 2020 June 9, 2016 - - 50.50% Joint Venture Agreement Not Applicable (256) - -	Joint venture March 31, 2020 August 21, 2019 NA 324 99.99% % Holding through Capital Contribution Not Applicable 57 (267) -

For and on behalf of the Board of Directors of HT Media Limited

Rajesh Arora Partner Membership No. 076124

Place: New Delhi Date: November 27, 2020

Piyush Gupta

Group Chief Financial Officer

Praveen Someshwar

Managing Director & Chief Executive Officer (DIN: 01802656)

Dinesh Mittal

Group General Counsel & Company Secretary

Shobhana Bhartia

Chairperson & Editorial Director (DIN: 00020648)

Trusted Voice of Evolving India 325

Statement on Impact of Audit Qualifications submitted alongwith Annual Audited Consolidated Financial Results

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2020 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

I.	Sl. No.	Particulars	Beginning of Comparative period (Jin lacs)	Beginning of Comparative period (Jin lacs)	Comparative period (FY 2018-19) (Jin lacs)	Comparative period (FY 2018-19) (Jin lacs)
			Audited Figures (as reported before adjusting forqualifications)	Adjusted Figures (audited figures after adjusting for qualifications)	Audited Figures (as reported before adjusting forqualifications)	Adjusted Figures (audited figures after adjusting for qualifications)
1. 2. 3. 4. 5. 6. 7. 8. 9.		Turnover / Total income Total Expenditure (including exceptional item) Net Profit/(Loss) before tax Net Profit/(Loss) after tax Earnings Per Share Total Assets Total Liabilities Net Worth Any other financial item(s) (as felt appropriate by the management)	- - - - - 4,94,388 2,05,794 2,88,594 Nil	- - - - - 4,93,827 2,05,804 2,88,023 Nil	2,43,471 2,47,081 (3,610) 1,589 (0.52) 4,98,984 2,11,491 2,87,493 Nil	2,42,875 2,47,074 (4,199) 1,204 (0.69) 4,98,056 2,11,519 2,86,537 Nil

II. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: As discussed in Note 10 to the revised consolidated annual financial results pursuant to a whistleblower complaint received, an investigation was conducted which brought out certain deficiencies in the Radio business and instances of reporting higher revenue, incorrect debtors, contractual liabilities and trade payables with consequential impact on provision for doubtful debts and taxes etc. relating to a significant stream of revenue of the radio business in the Holding Company and its subsidiary company, NRL. Further, as brought out by the investigation, such practices were continuing since last few years.

As mentioned in the note, the Group has identified an amount of H 1,115 lacs, which pertains to deficiencies in revenue recognised for financial years 2017-18 and 2018-19 in the Radio business. After adjusting the increase in other expenses and the deferred tax credit, the total decrease in the opening retained earnings is H 956 lacs. The Group has accounted for such adjustment in the retained earnings as at April 1, 2019 instead of restating the corresponding figures for the year ended March 31, 2019. This constitutes a departure from the applicable Ind AS prescribed under section 133 of the Act, thereby resulting in the non-adjustment in the amounts reported for corresponding year ended March 31, 2019 with respect to revenue from operations, expenses and taxes as well as trade receivables and other items of the balance sheet. However, this does not have any impact on the loss for the year ended March 31, 2020 or on total equity as at March 31, 2020.

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N O T E S T O R E V I S E D C O N S O L I D A T E D F I N A N C I A L S TA T E M E N T S

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b. Type of Audit Qualification : Qualified Opinion
c. Frequency of qualification: Appeared first time
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: The Group has taken cognizance of the certain anomalies alleged by the whistleblower, which have been affirmed by the investigation conducted by a reputed law firm who in turn also appointed leading accounting firms. The anomalies affirmed are restricted to the pure money transaction segment of radio business inthe Holding Company and its subsidiary company, NRL.

Accordingly, to reflect true and fair view of the Group’s financials, the financial statements for the year ended 2019-20 have been revised. In respect of anomalies pertaining to periods on or before March 31, 2019, financial impact has been assessed and adjusted against the retained earnings as on April 1, 2019 on ground of materiality instead of restating comparative period.

e. For Audit Qualification(s) where the impact is not quantified by the auditor: Not Applicable
(i) Management's estimation on the impact of audit qualification: Not Applicable
(ii) If management is unable to estimate the impact, reasons for the same: Not Applicable
(iii) Auditors' Comments on (i) or (ii) above: Not Applicable

For B S R and Associates

For and on behalf of HT Media Limited

Chartered Accountants (Firm Registration Number: 128901W)

Rajesh Arora

Partner Membership No. 076124 Place: Gurugram Date: December 01, 2020

Piyush Gupta

Group Chief Financial Officer Place: New Delhi Date: December 01, 2020

Praveen Someshwar

Managing Director & Chief Executive Officer Place: New Delhi Date: December 01, 2020

Vivek Mehra

Audit Committee Chairman Place: Mukteshwar Date: December 01, 2020

Trusted Voice of Evolving India 327

Notes

READERSHIP OF MORE THAN 56 MILLION +

INDIA’S LEADING INDIA'S LEADING ENGLISH DAILY HINDI NEWS DAILY

AN EXCLUSIVE LIFESTYLE SUNDAY MAGAZINE

INDIA’S NO. 2 BUSINESS NEWS DAILY

NETWORK REACH OF 31 MILLION +

IT'S ALL ABOUT THE MUSIC

INDIA'S COOLEST RETRO STATION

INDIA'S ONLY INTERNATIONAL NETWORK

36 MILLION + REGISTERED JOB SEEKERS

2[ND] LARGEST JOB PORTAL

HT: IRS Q4, 2019; HH: IRS Q4, 2019; Radio: RAM for the week ending March 14, 2020; Mint: IRS Q4, 2019; Shine: Shine.com; Brunch: IRS Q4, 2019;

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Hindustan Times House, 2[nd] Floor 18-20, Kasturba Gandhi Marg New Delhi - 110 001, India Email: [email protected] Website: www.htmedia.in

AI assistant

HT Media Ltd — AGM Information 2020

61512_rns_2020-12-06_857c5162-5cbd-4b95-a5c9-9ec165c49088.pdf

Ref: HTML/CS/02/2020

Sub: Notice of Annual General Meeting (AGM) and Annual Report for FY-20

HT Media Limited

NOTICE OF 18[TH] ANNUAL GENERAL MEETING

ORDINARY BUSINESS

ITEM NO. 1

ITEM NO. 2

SPECIAL BUSINESS

ITEM NO. 3

ITEM NO. 4

To appoint Shri Shamit Bhartia (DIN: 00020623) as Non-executive Director liable to retire by rotation, and in this regard, pass the following resolution(s) as ORDINARY RESOLUTION:

ITEM NO. 5

To appoint Smt. Rashmi Verma (DIN: 01993918) as Independent Director, not liable to retire by rotation, and in this regard pass the following resolution(s) as ORDINARY RESOLUTION:

NOTES:

24. The remote e-voting facility will be available during following period:

PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING AT THE AGM (“INSTAPOLL”)

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM:

STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 3

ITEM NO. 4

ITEM NO. 5

Details of the Directors pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) - Regulations, 2015 and Secretarial Standard on General Meeting (SS 2) issued by the Institute of Company Secretaries of India, as applicable

Board of Directors

Statutory Auditor

Registered office

Registrar and Share Transfer Agent

Group Chief Financial Officer

Group General Counsel & Company Secretary

17-81 Revised Statutory Reports

82-327 Revised Financial Statements

Cautionary statements

HT Group is today one of India’s leading conglomerates operating in the Media & Entertainment industry.

Key Brands

Print

Hindustan Times

2

1

1

2

Hindustan

1

1

1

2

Mint

2

Radio

Digital

1 In listenership in Delhi, Mumbai & Bengaluru (non-Kannada)

2

Our revenue generation framework

Advertising

Circulation

Job Portal

Our stakeholders

Customers

Investors

Communities

Employees

Dear Shareholders,

Dear Readers,

Sector-wise Performance

Print

Radio

Shine

New initiatives

Podcast

Others

COVID-19 and the road ahead

Hindustan Times Leadership Summit (HTLS)

Hindustan Shikhar Samagam

HT Palate Fest

HT Most Stylish Awards

HT GIFA

Mint Visionaries

Mint Annual Banking Conclave

Mint India Investment Summit

HT Media Ltd AGM Information 2020