AI assistant
HT Media Ltd — Interim / Quarterly Report 2021
Jul 28, 2020
61512_rns_2020-07-28_ee1c9bcd-608f-4074-801b-ae7595e04483.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer

Ref: HTML/CS/02/2020 28th July, 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: Intimation of outcome of the Board Meeting held on 28th July, 2020 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR")
This is to inform you that the Board of Directors of the Company at its meeting held today, i.e. 28th July, 2020 (which commenced at 12:00 Noon and concluded at 01:03 PM) has, inter-alia, transacted the following businesses:-
-
- Approved and taken on record the Un-audited (Standalone and Consolidated) Financial Results (UFRs) of the Company for the quarter ended on 30th June, 2020 pursuant to Regulation 33 of SEBI LODR (enclosed herewith as Annexure-A).
-
- Taken on record the Limited Review Report of M/s B S R and Associates, Chartered Accountants (Statutory Auditors) on the above UFRs (enclosed herewith as Annexure-A),
-
- On the recommendation of Nomination & Remuneration Committee, the Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR, have approved the appointment of Ms. Rashmi Verma (DIN: 01993918) as an Additional Director (Non-Executive Women Independent) w.e.f. 28th July, 2020, to hold office upto the date of ensuing Annual General Meeting of the Company. Ms. Rashmi Verma has also been appointed as an Independent Director (Additional Director) for a period of 5 consecutive years up to 31st March, 2025 (not liable to retire by rotation), subject to approval of the members.
Disclosure of information pursuant to Regulation 30 of SEBI LODR read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, is annexed herewith as Annexure-B.
This is for your information and records.
Thanking you,
Yours faithfully, For HT MEDIA LIMITED

(Dinesh Mittal) Group General Counsel & Company Secretary
Encl: As Above
Chartered Accountants
Building No. 10, 8th Floor. Tower-B DLF Cyber City. Phase· II Gurugram • 122 002, India
Telephone: +91 124 719 1000 Fax +91 124 235 8613
To Board of Directors of HT Media Limited
- I. We have reviewed the accompanying Statement of unaudited standalone financial results of HT Media Limited ('the Company') for the quarter ended 30 June 2020 ("the Statement'').
- 2. This Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"). prescribed under Section 133 of the Companies Act, 2013, and other accounting pri!1ciples generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to issue a report on the Statement based on our review.
- 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SR E) 241 0 "Review of Interim Financial lr1formation Petformed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moder.ite assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not perfonned an audit and accordingly. we do not express an audit opinion.
- 4. Attention is drawn to the fact that the figures for the 3 months ended 31 March 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
- 5. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the infonnation required to be disclosed in tenns of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. The Statement includes the interim financial results of HT Media Employee Welfare Trust which has not been reviewed/audited, whose interim financial results reflect total revenue (before consolidation adjustments) of Rs. Nil, total net profit after tax (before consoli dation adjustments) of Rs. Nil and total comprehensive income (beforeconso/idation adjustments)ofRs. 9.70 lakhs for the quarter ended 30 June 2020 as considered in the Statement. According to the information and explanations given to us by the management, these interim financial results are not material to the Company.
Our conclusion on the Statement is not modified in respect of the above matter.
For B S R and Associates Chartered Accountants Firm's Registration No.- 12890 I W
Rajesh Arora Partner Membership No. 076124 UDIN: 20076124AAAACZ4209
Place: Gurugram Date: 28 July 2020
Blmrr HT Media limited CIN:-L22121DL2002PLC117874 Registered Office: Hindustan Times House, 2nd floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001, India Tel:- +91 11 66561608 Fax:- +91 11 66561445
Website:- www.htmedia.in E-mail:[email protected]
Un-audited Standalone Financ:ai ·Results for the quarter ended June 30, 2020
Statement of Un-audited Standalone Financial Results for the quarter ended June 30, 2020
| (INR in Lakhs except earnings per share data) | |||||
|---|---|---|---|---|---|
| Quarter Ended | Year Ended | ||||
| SI. | Particulars | June 30, 2020 | March 31, 2020 | June 30, 2019 | March 31, 2020 |
| No. | Un-audited | Audited* | Un-audited | Audited | |
| 1 | Income | ||||
| a) Revenue from operations | 7,248 | 27,430 | 30,741 | 124,333 | |
| b) Other income | 2,369 | 2,624 | 2,720 | 12,661 | |
| Total Income | 9,617 | 30,054 | 33,461 | 136,954 | |
| 2 | Expenses | ||||
| a) Cost of materials consumed | 1,339 | 6,248 | 7,768 | 28,638 | |
| b) Changes in inventories of finished goods, stock-intrade and work-in-progress | 165 | (121) | (49) | (175) | |
| c) Employee benefits expense | 5,096 | 6,139 | 6,741 | 27,220 | |
| d) Finance costs | 1,282 | 2,02:: | 2,930 | 10,345 | |
| e) Depreciation and amortization expense | 2,709 | 2,823 | 2,564 | 11,345 | |
| ij Other expenses | 7,151 | 13,007 | 14,819 | 58,131 | |
| Total Expenses | 17,742 | 30,119 | 34,773 | 135,504 | |
| 3 | Profit/(loss) before exceptional items {1-2) | (8,125) | (65) | (1,312) | 1,490 |
| 4 | Profit/(loss) before finance costs, tax, depreciation andamortization expense (EBITDA) and exceptional items (3+2d+2e) | (4,134) | 4,781 | 4,182 | 23,180 |
| 5 | Exceptional Items (loss) | - | (7,931) | (14,694) | (27,078) |
| 6 | Loss before tax (3+5) | (8,125) | (7,996) | {16,006) | (25,588) |
| 7 | Tax expense | ||||
| a) Current tax | - | 49 | - | 570 | |
| b) Deferred tax charge/ (credit) | (2,930) | 579 | (1,758) | 421 | |
| Total tax expense/ (credit) | (2,930) | 628 | (1,758) | 991 | |
| 8 | Loss for the period (6-7) | (5,195) | (8,624) | (14,248) | (26,579) |
| 9 | Other comprehensive income (net of taxes)a) Items that will not be reclassified subsequentlyto profit or loss | 45 | 88 | (5) | 37 |
| b) Items that will be reclassified subsequently toprofit or loss | (88) | 840 | (106) | 915 | |
| 10 Total Comprehensive loss (8+9) | (5,238) | (7,696) | (14,359) | (25,627) | |
| 11 | Paid-up Equity Share Capital ••(Face value - INR 2 per share) | 4,655 | 4,655 | 4,655 | 4,655 |
| 12 | Other equity excluding revaluation reserves as per the auditedbalance sheet | 131,150 | |||
| 13 Loss per share | Not Annualized | Not Annualized | Not Annualized | ||
| (of INR 2 each) | |||||
| Basic & Diluted | (2.25) | (3.,4) | (6.18) | (11.53) |
• Refer Note 6
•• Includes equity shares of INR 44 Lakhs held by HT Media Employee Welfare Trust.
- ,�otes:
- 1 The above un-audited standalone financial results for the quarter ended June 30, 2020 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on July 28, 2020. The Statutory Auditors of HT Media Limited ('the Company') have carried out a "Limited Review" of the above results pursuant to Regulation 33 of the: Securities and Exchange Board of India {Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified opinion.
- 2 The standalone financial results have been prepared in accordance with the recognition and measurement principles of the Indian Accounting Standards {Ind-AS) specified under Section 133 of the Companies Act, 2013 {the "accounting principles generally accepted in India").
- 3 Employee Stock Option details of the Company for the quarter ended June 30, 2020 are as follows:
- i) Plan A No options were granted, vested, exercised, forfeited or expired.
- ii) Plan B No options were granted, vested, exercised, forfeited or expired.
- ii) Plan C No options were granted, vested, exercised, forfeited or expired.
- 4 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 Education Services Private Limited {IESPL) and Topmovies Entertainment Limited {TMEL) with HT Mobile Solutions Limited {HTMS) ("Scheme"), has been approved by the respective Board of Directors of the companies at their meetings held on March 18, 2020. The application for sanction of the Scheme has been filed before the Hon'ble National Company Law Tribunal, New Delhi Bench on July 14, 2020. Pending requisite approval{s), impact of the proposed Scheme has not been considered in the above results.
- 5 As per Ind AS 108 Operating Segments, the Company has three reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals, Radio Broadcast and Entertainment & Digital. The financial information of these segments are appearing in Consolidated Financial Results prepared as per Ind AS 108.
- 6 The figures of the quarter ended March 31, 2020 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto December 31, 2019, being the end of the third quarter of the previous financial year, which were subjected to limited review.
- 7 The certificate of CEO and CFO in terms of Regulation 33 of SEBI {LODR), in respect of the above results has been placed before the Board of Directors.
- 8 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operational and financial results of the Company for the quarter ended June 30, 2020. The Company has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Company's financial information will be continuously made and provided for as required.
- 9 Previous period's figures have been re-grouped/re-classified wherever necessary, to·-:orrespond with those of the current period's classification.
For and on behalf of the Board of Directors
�
Shobhana Bhartia Chairperson and Editorial Director
New Delhi July 28, 2020
Chartered Accountants
Building No. 10, 8th Floor, Tower-B DLF Cyber City, Phase • 11 Gurugram -122 002. India
Telephone: +91 124 719 1000 Fax· +91 124 235 8613
To Board of Directors of HT Media Limited
- I. We have reviewed the accompanying Statement of unaudited consolidated financial results of HT Media Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"). and its share of the net loss after tax and total comprehensive loss of its joint ventures for the quarter ended 30 June 2020 ("the Statement"). being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. as amended ('Listing Regulations').
- 2. TI1is Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors. has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
- 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly. we do not express an audit opinion.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations. to the extent upplicable.
4. The Statement includes the results of the following entities:
Parent Company:
HT Media Limited
Subsidiaries:
-
i. Hindustan Media Ventures Limited
-
ii. HT Music and Entertainment Company Limited
-
iii. HT Digital Media Holdings Limited
-
iv. Firefly e-Ventures Limited
-
v. HT l\lobile Solutions Limited
-
vi. HT Overseas Pte. Limited
-
vii. HT Leaming Centers Limited
-
viii.HT Education Limited
-
ix. HT Global Education Private limited
-
x. Topmovics Entertainment Limited
-
xi. India Education Services Private Limited
-
xii.Next Mediaworks Limited (w.e.f. 15 April 2019)
-
xiii. Next Radio Limited (w.e.f. 15 April 2019)
-
xiv. Syngienct: Broadcast Ahmedabad Limited (w.e.f. 15 April 2019)
-
xv. Shine HR Tech Limited (w.e.f. 26 November 2019)
-
xvi. HT Noida (Company) Limited (w.e.f. 11 February 2020)
Joint Ventures
- i. Sports Asia Pte Limited. Singapore
- ii. HT Content Studio LLP (w.e.f. 21 August 2019)
- 5. Attention is drawn to the fact that the figures for the 3 months ended 31 March 2020 as reported in these financial results are the balancing figures between audited figures in respect or the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
- 6. Based on our review conducted and procedures performed as stated in paragraph 3 above. nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the infonnation required to be disclosed in tenns of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
- 7. We did not review the interim financial results of eight subsidiaries included in the Statement, whose interim financial results reflect total revenues (before consolidation adj11Stmen1s) of Rs. l 00.93 lakhs. total net loss after tax (before consolidation adjustments) of Rs. 126.67 lakhs and total comprehensive loss (before consolidation adjustments) of Rs. 107.17 lakhs for the quarter ended 30 June 2020, as considered in the Statement. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the management and our conclusion on the Statement., in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
One subsidiary is located outside India whose interim financial results have been prepared in accordance with intcmational financial reporting standards and which have been reviewed by other auditor under international standards on review engagements. These interim financial results have been translated by the management as per the recognition and measurement principles laid down in Ind AS and reviewed by us and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.
8. The Statement includes the interim financial results of two subsidiaries which have not been reviewed /audited. whose interim financial results reflect total revenue (before consolidation acfjustments) of Rs. 4.11 lakhs. total net profit after tax (before consolidation adjustments) of Rs. 1.44 lakhs and total comprehensive income (before consolidation adjustments) of Rs. 1.44 lakhs for the quarter ended 30 June 2020, as considered in the Statement. The Statement also includes the Group's share of net loss after tax of Rs. Nil and total comprehensive income of Rs. Nil for the quarter ended 30 June 2020. as considered in the consolidated unaudited financial results, in respect of one joint venture, based on its interim financial results which have not been reviewed / audited.
According to the information and explanations given to us by the management. these interim financial results are not material to the Group.
Our conclusion on the Statement is not modified in respect of the above matter.
9. The Statement includes the interim financial results of l-lT Media Employee Welfare Trust which has not been reviewed/audited, whose interim financial results reflect total revenue (before consolidation adjustments) of Rs. Nil, total net profit after tax (before consolidation adjustments) of Rs. Nil and total comprehensive income (before consolida1ion acfjmtmenls) of Rs. 9.70 lakhs for the quarter ended 30 June 2020 as considered in the Statement. According to the information and explanations given to us by the management, these interim financial results are not material to the Group.
Our conclusion on the Statement is not modified in respect of the above matter.
For BS R and Associates Chartered Accountants Firm's Registration No.- 12890 I W
'-fl
Rajesh Arora Partner Membership No. 076124 UDIN: 20076124AAAACY3743
Place: Gurugram Date: 28 July 2020
11m HT Media Limited
CIN:- L22121DL2002PLC117874
Registered Office: Hindustan Times House, 2nd floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110001, India
Tel:- +91 11 66561608 Fax:- +91 11 66561445
Website:- www.htmedia.in E-mail:-corporatedept@hindust;intimes.com
Un-audited Consolidated Fi11;;.nc:.:i Results for the Quarter ended June 30, 2020
| (INR in Lakhs except earnings per share data) | |||||
|---|---|---|---|---|---|
| Statement of Un-audited Consolidated Financial Results for the quarter ended June 30, 2020 | |||||
| Quarter Ended | Year Ended | ||||
| SI.No. | Particulars | June 30, 2020Un-audited | March 31, 2020Audited(Refer note 9) | June 30, 2019Un-audited(Refer note 4) | March 31, 2020Audited |
| 1 | Incomea) Revenue from operationsb) Other incomeTotal income | 16,6357,34923 984 | 46,6885,87552 563 | 54,0214,80658 827 | 2,10,47422,5532 33 027 |
| 2 | Expensesa) Cost of materials consumedb) Changes in inventories of finished goods, work-in-progress andstock-in-trade | 4,595258 | 12,188(183) | 15,991(108) | 56,697(251) |
| cl Employee benefits expensedl Finance costse) Depreciation and amortisation expensef) Other expenses | .-.9,2601,6113,91712,710 | 10,4272,0974,57321,317 | 10,5332,7924,10823,508 | 43,1729,91318,22195,755 | |
| Total expenses | 32 351 | so 419 | 56 824 | 2 23,507 | |
| 3 | Profit/(loss) before exceptional items and tax (1-2) | (8 367) | 2 144 | 2 003 | 9,520 |
| 4 | Profit/ (loss) before finance costs, tax, depreciation andamortisation expense (EBITDA) (3+2d+2e) and exceptionalitems | (2,839) | 8,814 | 8,903 | 37,654 |
| 5 | Exceptional items ( net loss) | - | (7,9:'2) | (17,628) | (26,208) |
| 6 | Loss before tax (3+5) | (8 367) | (S.828) | (15 625) | (16 688) |
| 7 | Tax expensea) Current taxb) Deferred tax charge/(credit) | 216(3,130) | 680(517) | 1,179(1,997) | 3,824963 |
| Total tax expense/(credit) | (2 914) | 163 | (818) | 4 787 | |
| 8 | Loss for the period (6-7) | (5 453) | (S.991' | (14 807) | (21 475) |
| 9 | Share of loss of joint ventures (accounted for using equity method) | (111) | (168) | - | (267) |
| 10 | Net loss after taxes and share of loss of joint ventures (8+9) | (5,564) | (6,159) | (14,807) | (21,742) |
| Other comprehensive income (net of taxes)- Items that will not be reclassified subsequently to profit or loss | (86) | (199) | (5) | (442) | |
| Other comprehensive income (.net of taxes)- Items that will be reclassified subsequently to profit or loss | (29) | 727 | (188) | 900 | |
| 11 | Other comprehensive income for the period | (115) | 528 | (193) | 458 |
| 12 | Total comprehensive income (10+11) | (5,679) | (5,631) | (15,000) | (21,284) |
| Net loss attributable to :- Owners of the Company- Non-controlling interest | (5,486)(78) | (4,631)(1,528) | (15,509)702 | (21,762)20 | |
| Other comprehensive income attributable to :- Owners of the Company- Non-controlling interest | (93)(22) | 634(106) | (174)(19) | 602(144) | |
| Total comprehensive income attributable to :- Owners of the Company- Non-controlling interest | (5,579)(100) | (3,997)(1,634) | (15,683)683 | (21,160)(124) | |
| 13 | Paid-up equity share capital *(Face value - INR 2/- per share) | 4,655 | 4,655 | 4,655 | 4,655 |
| 14 | Other equity excluding revaluation reserve as shown in the auditedBalance Sheet | 2,24,653 | |||
| 15 | Loss per share | Not annualised | Not annualised | Not annualised | |
| (of INR 2/- each)Basic & Diluted | 12.38\ | 12.011 | /6.73) | /9.44) | |
* Includes Equity Shares of INR 44 Lakhs held by HT Media Employee 'Ne!f3re Trust
Notes: .
The financial results of following entities have been consolidated with the financial results of HT Media Limited (the Company), hereinafter referred to as "the Group": Subsidiaries
Hindustan Media Ventures Limited (HMVL) HT Music and Entertainment Company Limited (HT Music) HT Digital Media Holdings Limited (HT Digital) Firefly e-Ventures Limited (Firefly) HT Mobile Solutions Limited (HT Mobile) HT Overseas Pte. Ltd., Singapore (HT Overseas) HT Learning Centers Limited (HT Learning) HT Education Limited (HT Education) HT Global Education Private Limited (HT Global) * Topmovies Entertainment Limited (Top Movies) India Education Services Private Limited (JESPL) Next Mediaworks Limited (NMW) Next Radio Limited (NRL) Syngience Broadcast Ahmedabad Limited (SBAL) Shine HR Tech Limited (SHRT) HT Naida (Company) Limited (HTNL)
Joint Venture (JV)
Sports Asia Pte Limited (SAPL), Singapore HT Content Studio LLP (HTCS)
* As on June 30. 2020. the Comoanv is "Under Process of Strikina off".
- 2 The above un-audited consolidated financial results for the quarter ended June 30, 2020 were reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on July 28, 2020. The Statutory Auditors of the Group have conducted a "Limited Review" of these results in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR)] and have issued an unmodified review opinion.
- 3 The consolidated financial results have been prepared in accordance with the recognition and measurement principles of the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time.
- 4 Pursuant to a Scheme of Arrangement u/s 230 and 232 of the Companies Act, 2013 between HMVL [Resulting Company] and 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) business of Demerged Company along with its related assets and liabilities were transferred to Resulting Company.
Certified copy of the orders sanctioning the Scheme were filed with Registrar of Companies (RoC), Delhi and Bihar on November 19, 2019. Accordingly, the Scheme was given effect in accordance with Appendix C "Business combinations of entities under common control" of Ind AS 103 (Business Combinations). Consequently, the numbers related to the comparative period (i.e., quarter ended June 30, 2019) have been restated accordingly.
Pursuant to the Scheme, the Resulting Company had allotted its 2,77,778 equity shares of INR 10 each to the shareholders of Demerged Company on December 5, 2019 in the proportion of 10 equity shares of INR 10 each fully paid up of the Resulting Company for every 72 equity shares of JNR 10 each fully paid up of the Demerged Company. The Company got equity shares of INR 645 Lakhs in HMVL in lieu of investment in JESPL.
- 5 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 Education Services Private Limited (JESPL) and Topmovies Entertainment Limited (TMEL) with HT Mobile Solutions Limited (HTMS) (''Scheme''), has been approved by the respective Board of Directors of the comp��ies at their meetings held on Ma:-ch 18, 2020. The application for sanction of the Scheme has been filed before the Hon'ble National Company Law Tribunal, New Delhi Bench on July 14, 2020. Pending requisite approval(s), impact of the proposed Scheme has not been considered in the above results.
- 6 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operational and financial results of the Group for the quarter ended June 30, 2020. The Group has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Group's financial information will be continuously made and provided for as required.
- 7 The un-audited standalone financial results of the Company for the quarter ended June 30, 2020 have been filed with BSE and NSE and are also available on Company's website "www.htmedia.in". The key standalone financial information for the quarter ended June 30, 2020 are as under:
| (INR in Lakhs) | ||||
|---|---|---|---|---|
| Quarter Ended | ||||
| June 30, 2020 | June 30, 2019 | March 31, 2020 | ||
| Particulars | Un-audited | Audited(Refer note 9) | Un-audited | Audited |
| Revenue from Operations | 7,248 | 27,430 | 30,741 | 1,24,333 |
| Loss Before Tax | (8,125) | (7,996) | (16,006) | (25,588) |
| Loss After Tax | (5,195) | (8,624) | (14,248) | (26,579) |
| Total Comprehensive Loss | (5,238) | (7,696) | (14,359) | (25,627) |
8 Details of Employee Stock Option for the quarter ended June 30, 2020 are as follows :
a) For the Company:- Plan A :- No options were granted, vested, exercised, forfeited or expired.
Plan B :- No options were granted, vested, exercised, forfeited or expired.
Plan C :- No options were granted, vested, exercised, forfeited or expired.
b) For Firefly :- Under Employee Stock Option Plan - 2009 :- No options were granted, vested, exercised, forfeited or expired.
c) For HMVL:- Under the HT Group Companies - Employee Stock Option Trust Scheme of the Holding Company - No options were granted, vested, exercised, forfeited or expired.
9 The figures for the quarter ended March 31, 2020 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2020 and the published year to date figures upto December 31, 2019, being the end of the third quarter of the previous financial year, which were subjected to limited review.
10 The certificate of CEO and CFO in terms of Regulation 33 of SEBI (LODR), in respect of the above res•dts has been placed before the Board of Directors.
11 Previous period's figures have been re-grouped/re-classified wherever necessary, to correspond with those of the current period's classification.
12 Statement of segment information for the quarter ended June 30, 2020
,,..
| (INR in Lakhsl | ||||
|---|---|---|---|---|
| Quarter Ended | Year Ended | |||
| Particulars | June 30, 2020 | March 31, 2020 | June 30, 2019 | March 31, 2020 |
| Un-audited | Audited(Refer note 9) | Un-audited | Audited | |
| 1 Segment revenue | ||||
| a) Printing & publishing of newspapers & periodicals | 14,417 | 40,266 | 45,357 | 1,78,990 |
| b) Radio broadcast & entertainment | 799 | 4,197 | 6,446 | 22,380 |
| c) Digital | 1,437 | 1,980 | 2,054 | 7,865 |
| d) Unallocated | - | 456 | 383 | 1,815 |
| Total | 16,653 | 46,899 | 54,240 | 2,11,050 |
| Inter segment revenue | (18) | (211) | (219) | (576) |
| Net revenue from operations | 16,635 | 46,688 | 54,021 | 2,10,474 |
| 2 Segment results: profit/(loss) before tax and finance cost from each segment | ||||
| a) Printing & publishing of newspapers & periodicals | (8,439) | 2,470 | 3,474 | 13,733 |
| b) Radio broadcast & entertainment | (4,499) | (2,285) | (168) | (3,353) |
| c) Digital | (407) | (473) | (289) | (1,471) |
| d) Unallocated | (760) | (1,346) | (3,028) | (12,029) |
| Total (A) | (14,105) | (1,634) | (11) | (3,120) |
| Less: i) Finance cost (B) | 1,611 | 2,097 | 2,792 | 9,913 |
| ii) Exceptional items (net loss) (C) | - | 7,972 | 17,628 | 26,208 |
| Add: Other income (D) | 7,349 | 5,875 | 4,806 | 22,553 |
| Loss before taxation (A-B-C+D) | (8,367) | (5,828) | {15,625) | {16,688) |
| 3 Segment assets | ||||
| a) Printing & publishing of newspapers & periodicals | 1,29,717 | 1,34,388 | 1,47,345 | 1,34,388 |
| b) Radio broadcast & entertainment | 56,767 | 59,960 | 74,013 | 59,960 |
| c) Digital | 19 | 259 | 1,368 | 259 |
| Total segment assets | 1,86,503 | 1,94,607 | 2,22,726 | 1,94,607 |
| Unallocated* | 2,56,237 | 2,55,530 | 2,94,918 | 2,55,530 |
| Total assets* | 4,42,740 | 4,50,137 | 5,17,644 | 4,50,137 |
| ' | ||||
| 4Segment liabilities | ||||
| a) Printing & publishing of newspapers & periodicals | 92,777 | 95,257 | 90,277 | 95,257 |
| b) Radio broadcast & entertainment | 14,035 | 11,982 | 11,530 | 11,982 |
| c) Digital | 4,590 | 4,379 | 5,947 | 4,379 |
| Total segment liabilities | 1,11,402 | 1,11,618 | 1,07,754 | 1,11,618 |
| Unallocated* | 67,796 | 69,321 | 1,33,289 | 69,321 |
| Total liabilities* | 1,79,198 | 1,80,939 | 2,41,043 | 1,80,939 |
* Refer Note 4
Note: Unallocated figures relates to segments which do not meet criteria of Reportable Segment as per Ind AS 108- Operating Segments.
For and on behalf of the Board of Directors
Shobhana Bhartia Chairperson & Editorial Director
New Delhi July 28, 2020
Disclosure of information u/r 30 of SEBI LODR r/w SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9.9. 2015
Ms. Rashmi Verma
| S.No. | Particulars | Information |
|---|---|---|
| 1 | Reason for change viz.,appointment,resignation,removal,death or otherwise; | Ms. Rashmi Verma has been appointed Independent Director(Additional Director). |
| 2 | Date ofappointment/cessation &term of appointment | Appointed Additional Director w.e.f. 28th July, 2020 to holdoffice upto the date of ensuing Annual General Meeting of theCompany. She has been appointed Independent Director, for aperiod of 5 consecutive years up to 31st March, 2025, subject toapproval of the members at the ensuing AGM. |
| 3 | Brief Profile (in case ofappointment) | Ms. Rashmi Verma, IAS (Retd.) has a rich experience ofworking in various sectors in her career spanning more than 36years.She did her MBA (Project based) from University of Hull, UK.Her last posting before superannuation on 30th November, 2018was Secretary, Ministry of Tourism, Govt. of India. She hadearlier worked as Principal Secretary Tourism, Bihar cum CMD,Bihar State Tourism Corporation and before that as AdditionalDirector General (Tourism), Govt. of India. She was associatedwith 'Incredible India' campaign as Additional DG, Tourism andwith Incredible India 2.0 as Secretary Tourism. She has acquiredspecial expertise in development of selected tourist sites byensuring all round infrastructure development andbetterconnectivity necessary for a world class destination. Prior to herposting as Secretary, Tourism, Ms. Verma worked as Secretary,Ministry of Textiles, Govt. of India. She acquired deepknowledge of Goods and Services Tax (GST) and other relatedmatters in her capacity as Additional Secretary, Department ofRevenue, Govt. of India. While working in Department ofDefence Production, Ministry of Defence, Ms. Verma oversawthe working of Ordnance Factories and took initiatives for theirmodernisation and capacity expansion.Ms. Verma also worked as Director / Joint Secretary PrimeMinister's Office during 1998-2002. Currently, she is anindependent director on the Board of Indian Institute forInsolvency Professionals of India. |
| 4 | DisclosureofrelationshipsbetweenDirectors(incaseofappointmentofadirector) | None |
