hindustan media ventures ltd Directors report

Dear Members,

Your Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2022.

FINANCIAL RESULTS

Your Companys performance during the financial year ended on March 31, 2022, along with previous years figures is summarized below:

(R in Lacs)

Particulars	Standalone	Consolidated
	2021-22	2020-21	2021-22	2020-21
Total Income	74,881	66,428	74,686	66,307
Earnings before finance costs, tax, depreciation and amortization expense (EBITDA)	8,927	12,571	8,654	12,412
Less: Exceptional Items	351	-	-	-
Less: Depreciation	2,856	3,044	2,983	3,044
Less: Finance cost	938	870	938	870
Profit before tax	4,782	8,657	4,733	8,498
Less: Tax Expense
- Current Tax	567	1,571	567	1,571
- Deferred tax charge/ (Credit)	(141)	(379)	(141)	(379)
Total tax expense	426	1,192	426	1,192
Profit for the year after tax before share ofjoint venture	4,356	7,465	4,307	7,306
Add: Share of loss of joint venture (net of tax, accounted			(248)	(362)
for using equity method)
Profit for the year	4,356	7,465	4,059	6,944
Add: Other comprehensive income (net of tax)
- Items that will not to be reclassified to profit or loss	(3,665)	(128)	(3,665)	(128)
- Items that will be reclassified to profit or loss	89	235	89	235
Total Comprehensive income for the year (Net of tax)	780	7,572	483	7,051
Opening Balance in retained earnings	1,20,427	1,13,090	1,19,639	1,12,823
Add: Profit/(loss) for the year	4,356	7,465	4,059	6,944
Less: Item of other comprehensive income recognized
directly in retained earnings
- Re-measurement of post-employment benefit	131	128	131	128
obligation (net of tax)
Less: Dividend paid		-		-
Less: Tax on Dividend		-		-
Total Retained Earning	1,24,652	1,20,427	1,23,567	1,19,639

DIVIDEND

The country witnessed nationwide lockdowns and restrictions due to the pandemic, which adversely impacted the economy. Consequently, your Companys printing and publishing business witnessed a significant decline in revenue and resultant cash burn during FY-22. In view of the economic uncertainty, the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2022.

The Dividend Distribution Policy framed pursuant to the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at http://www.hmvl.in/ pdf/dividend distribution policy.pdf.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook is appearing in Management Discussion and Analysis section which forms part of the Annual Report.

RISK MANAGEMENT

Your Company has a robust risk management framework to identify, evaluate and mitigate business risks. A detailed statement indicating development and implementation of the risk management policy, including identification of various elements of risk is appearing in the Management Discussion and Analysis Report. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of managements response to significant risks. Whereas, the detail of Risk Management Committee is enumerated in the Corporate Governance Report, which forms part of this Annual Report.

SUBSIDIARY AND ASSOCIATE COMPANY

During the year under review and as at the end of the reporting period, your Company has one wholly-owned subsidiary company namely, HT Noida (Company) Limited (HTNL) and a Limited Liability Partnership namely, HT Content Studio LLP (HTCS). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"), during the year under review.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTNL and HTCS for the financial year ended on March 31, 2022 are available at the Companys website at www.hmvl.in

A report on the performance and financial position of HTNL and HTCS, in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, is not reproduced here. The Policy for determining Material Subsidiary(ies), is available on the Companys website at http://www.hmvl.in/pdf/Policy for determining material subsidiaries.pdf.

The contribution of HTNL and HTCS to the overall performance of your Company is outlined in Note no. 44 of the Consolidated Financial Statements for the financial year ended March 31, 2022.

No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2022.

EMPLOYEE STOCK OPTION SCHEME

The Parent Companys HT Group Companies - Employee Stock Option Rules for Listed Companies whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Companys shares, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and there was no change in the same during FY-22. During the year under review, no options were granted under these Rules.

Voting rights on the shares of the Company held by HT Group Companies - Employee Stock Options Trust were not exercised during FY-22. The information required to be disclosed pursuant to the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Companys website at https://www.hmvl.in/ pdf/HMVL ESOP Disclosure on Website 31 Mar 22.pdf. Certificate dated May 26, 2022 issued by Secretarial Auditor in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available for inspection by members, and any member desirous to inspect the same may send a request to the said effect from his/her registered email ID to investor@hindustantimes.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review, the Board of Directors, on the recommendation of Nomination & Remuneration Committee, re-appointed Ms. Savitri Kunadi as an Independent Director of the Company for the second term w.e.f. April 1, 2022 till March 31, 2025, which was further approved by the members at the Annual General Meeting held on September 24, 2021. Further, Shri Ajay Relan, Director of the Company passed away on October 01, 2021. The Board placed on record its gratitude and profound appreciation for the valuable contribution, support and guidance given by Mr. Relan during his tenure as Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors on December 28, 2021 appointed Shri Sameer Singh (DIN: 08138465) as an

Additional Director (Independent) of the Company, not liable to retire by rotation, for a period effective December 28, 2021 till November 30, 2026. As an Additional Director he holds office up to the date of the ensuing AGM of the Company. The Company has received notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director. The Board is of the opinion that Shri Sameer Singh possesses the requisite integrity, knowledge, experience, expertise and proficiency to contribute to the growth of the Company.

Your Directors commend the appointment of Shri Sameer Singh as an Independent Director, for approval of members, at the ensuing AGM.

During the year under review, tenure of Shri Shamit Bhartia (DIN: 00020623) as a Managing Director expired on February 3, 2022 However, he continues to be a Non- Executive Director, liable to retire by rotation.

In accordance with the applicable provisions of the Act, Smt. Shobhana Bhartia (DIN: 00020648), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered herself for re-appointment. Your Directors commend re-appointment of Smt. Shobhana Bhartia, for approval of the Members, at the ensuing AGM.

The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of ensuing AGM, forming part of the Annual Report.

The Independent Directors of the Company have confirmed that they:

a. meet the criteria of independence as prescribed under both, the Act and SEBI Listing Regulations; and

b. have registered themselves on the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

All the Directors have confirmed adherence to the Companys Code of Conduct.

Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever-evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company even has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.

Key Managerial Personnel

During the year under review Shri Tridib Barat resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. close of business hours of November 30, 2021. Further, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors appointed Shri Pumit Kumar Chellaramani as the Company Secretary and Compliance Officer of the Company w.e.f. April 4, 2022.

PERFORMANCE EVALUATION

In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees & Directors.

Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairperson, on the basis of various criteria outlined in the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017

The Directors were evaluated on various parameters such as value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of Companys business / activities, amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and Board of Directors meetings respectively. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

A separate meeting of Independent Directors was also held to review:

• Performance of the Non - Independent Directors and the Board as a whole.

• Performance of the Chairman of the Company considering the views of the Directors of the Company.

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS

Statutory Auditor

B S R and Associates, Chartered Accountants ("BSR") [Firm Registration No. 128901W] were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 19, 2019.

The report of BSR on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2022, does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed M/s. RMG & Associates, Company Secretaries ("RMG") (Firm Reg. No. P2001DE16100) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2022 and their report is annexed herewith as "Annexure-A". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company had entered into Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, with HT Digital Streams Limited, a fellow subsidiary Company. These transactions were in the Ordinary Course of Business and at Arms Length Basis, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed herewith as "Annexure-B".

The Policy on Materiality of and dealing with Related Party Transactions is available on Companys website at http:// www.hmvl.in/pdf/policy materiality dealing related party transactions_2019.pdf

Reference of Members is invited to Note nos. 34 and 34A of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company, during the year under review. The CSR Policy is available on the Companys website at http://www.hmvl.in/pdf/HMVL CSR POLICY and CSR Schedule.pdf and there was no change in the same during the year under review.

The Annual Report on CSR for FY-22 is annexed herewith as "Annexure-C".

DIRECTORS? RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year ended on March 31, 2022, the applicable Accounting Standards have been followed and there are no material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made; that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022, and of the profit of the Company for the year ended on March 31, 2022;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

vi. systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in Note no. 6A, 6B and 45 of the Standalone Financial Statements.

Board Meetings: A yearly calendar of Board meeting is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2022, the Board met nine times on May 17, 2021, June 17, 2021, August 3, 2021, October 24, 2021, October 28, 2021, November 19, 2021, December 28, 2021, January 27, 2022 and March 28, 2022. For further details regarding these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, six standing committees of the Board are in place viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment & Banking Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the Committees, meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website at http:// www.hmvl.in/pdf/Remuneration Policy.pdf. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors,

KMPs, Senior Management Personnel and other employees, their remuneration structure, and disclosure(s) in relation thereto. There was no change in the Remuneration Policy, during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations is addressed in the Companys "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 Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companys website at http://www. hmvl.in/pdf/Whistle Blower Policy HMVL.pdf.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investor@hindustantimes.com

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-D".

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-22 is available on the website of the Company at https://www. hmvl.in/pdf/HMVL Annual Return MGT 7 2022.pdf

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as "Annexure-E".

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Regulation 34 of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by RMG & Associates, Company Secretaries is annexed herewith as "Annexure-F".

BUSINESS RESPONSIBILITY REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations, the Business Responsibility Report for financial year ended on March 31, 2022 outlining the initiatives taken by the Company from environmental, social and governance perspective is annexed herewith as "Annexure-G".

SECRETARIAL STANDARDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys policy in this regard, is available on the employees intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.

INTERNAL FINANCIAL CONTROLS

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has in place an online compliance management tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act.

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

5. The Company has not transferred any amount to the General Reserve.

6. No material changes/commitments of the Company have occurred after the end of the financial year 2021-22 and till the date of this report, which affect the financial position of your Company.

7. No significant or material order was passed by any Regulator, Court or Tribunal which impact the going concern status and Companys operations in future.

8. There was no change in the nature of business of the Company.

9. The Company is not required to maintain cost records as per Section 148(1) the Act.

10. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

11. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, readers, advertisers, customers, shareholders, investors, banks, vendors and suppliers. Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight this pandemic.

	For and on behalf of the Board
	(Shobhana Bhartia)
Place: New Delhi	Chairperson
Date: May 26, 2022	DIN: 00020648