H T Media Ltd Directors Report.

Dear Members,

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

FINANCIAL RESULTS (STANDALONE)

Your Companys performance during the financial year ended on March 31, 2020, along with previous years figures is summarized below:

Particuars 2019-20 2018-19
Total Income 1,36,994 1,44,683
Earnings before finance costs, tax, depreciation and amortization expense 23,180 12,123
(EBITDA) and exceptional items
Add: Exceptional items loss (27,078) (11,211)
Less: Depreciation and amortization expense 11,345 8,269
Less: Finance costs 10,345 9,844
Loss before tax (25,588) (17,201)
Less: Tax Expense
• Current tax 570 426
• Deferred tax charge/(credit) 421 (3,733)
Total tax expense 991 (3,307)
Loss after tax for the year (26,579) (13,894)
Add: Other Comprehensive Income (net of tax)
a) Items that will not be reclassified to profit or loss 37 (29)
b) Items that will be reclassified to profit or loss 915 (982)
Total Comprehensive Income for the year (net of tax) (25,627) (14,905)
Opening balance in Retained Earnings 1,12,888 1,33,283
Add: Profit/ (Loss) for the year (26,579) (13,894)
Less: Items of other Comprehensive Income recognized directly in Retained Earnings:
- Re-measurements of post-employment benefit obligation (net of tax) (140) 29
Less : Amounts reclassified from FVTOCI - 5,493
Less: Dividend paid 931@ 931
Less: Tax on Dividend 57 57
Add: Adjustment of accumulated surplus of HT Media Employee Welfare Trust 9 9
Total Retained Earnings 85,470 1,12,888

@ 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 Companys printing and publishing 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 Companys website viz. www.htmedia.in.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

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

SCHEME OF ARRANGEMENT

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 Honble 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 on June 18, 2019.

Consequent upon effectiveness of the Scheme and allotment of the Equity Shares, 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 NMWs 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.

RISK MANAGEMENT

Your Company has a robust 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 managements 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 SEBIs circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 ("SEBI ESOP Regulations") is available on the Companys 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 RS 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 Honble 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 RS 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 RS 334 Crore divided into 334 Crore equity shares of Re. 1/- each, to RS 34 Crore divided into 34 Crore equity shares of Re. 1/- each. Honble 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 RS 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, HT Digital Media Holdings Limited, HT Education Limited, HT Learning Centers Limited, India Education Services Private Limited and Topmovies Entertainment Limited (collectively referred to as Transferor Companies) and HT Mobile Solutions Limited (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. The said scheme is subject to approval of Honble 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, representing 8.48% of the paid-up 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.

Shine HR Tech Limited was incorporated as a wholly owned subsidiary on November 26, 2019.

During the year under review, HT Global Education Private Limited, a wholly owned subsidiary company filed an application with Registrar of Companies, NCT Delhi & Haryana to strike-off its name from the register of companies, as it could not commence operations. The application is awaiting approval.

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 Companys 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 Companys 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, 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.

(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.

The Board commends the appointment of Shri Shamit Bhartia as Non-executive 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 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 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 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 Report of BSR on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2020, is an unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed Shri 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 Audit Report does not contain any qualification, reservation or adverse remarks and the same is annexed herewith as "Annexure - B".

During the year under review, Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013 and rules made thereunder, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

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.

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 Companys ‘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 Companys 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 Companys 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 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, 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 that such internal financial controls were adequate and operating effectively; and

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

DISCLOSURES UNDER THE COMPANIES ACT, 2013

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

Particuars 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 Companys 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 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 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 Companys website viz. www.htmedia.in.

Particuars 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 Boards 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 Companys 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".

BUSINESS RESPONSIBILITY REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations, the 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 Companys 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:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

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.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern status and Companys 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.

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
(Shobhana Bhartia)
Place: New Delhi Chairperson & Editorial Director
Date: June 26, 2020 DIN: 00020648