Dear Members,
Your Directors are pleased to present their Sixth Report together with
the Audited Financial Statements (Standalone & Consolidated) for the financial year
ended on March 31, 2023.
FINANCIAL RESULTS
Your Company's performance during the financial year ended on
March 31, 2023, along with previous year's figures is summarized below: (H in Lacs)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
248 |
243 |
35,476 |
33,299 |
Earnings /(Loss) before
interest, tax, depreciation and amortization (EBITDA) from continuing operations |
(272) |
(322) |
2,056 |
6,182 |
| Less: Depreciation |
1 |
4 |
1,729 |
1,638 |
| Less: Finance cost |
1,161 |
1,137 |
1,564 |
1,185 |
Profit/(Loss) before tax from continuing
operations |
(1,434) |
(1,463) |
(1,237) |
3,359 |
| Less: Tax Expense |
|
|
|
|
| • Current tax |
- |
- |
154 |
276 |
| • Deferred tax charge/(credit) |
- |
- |
(108) |
978 |
Adjustments in respect of
current tax credit of previous year |
- |
- |
(6) |
- |
Adjustments in respect of
deferred tax charge of previous year |
- |
- |
8 |
- |
Total tax expense |
- |
- |
48 |
1,254 |
Profit/(Loss) for the year from continuing
operations |
(1,434) |
(1,463) |
(1,285) |
2,105 |
Profit/(Loss) for the year |
(1,434) |
(1,463) |
(1,285) |
2,105 |
| Add: Other Comprehensive Income (net of tax) |
|
|
|
|
| a) Items that will not to be reclassified to
Profit /(Loss) |
4 |
(1) |
133 |
(190) |
| b) Items that will be reclassified to Profit
/(Loss) |
- |
- |
- |
- |
Total Comprehensive
Income/(Loss) for the year (net of tax) |
(1,430) |
(1,464) |
(1,152) |
1,915 |
| Opening balance in Retained Earnings |
(4,742) |
(3,277) |
(7,548) |
(9,462) |
| Add: Profit/(Loss) for the year |
(1,434) |
(1,463) |
(1,285) |
2,105 |
Less: Items of other
Comprehensive Income recognized directly in Retained Earnings |
|
|
|
|
• Re-measurements of
post-employment benefit obligation (net of tax) |
5 |
(2) |
134 |
(191) |
Total Retained Earnings |
(6,171) |
(4,742) |
(8,699) |
(7,548) |
DIVIDEND
The Board of Directors did not recommend any dividend on the Equity
Shares of the Company for the financial year ended on March 31, 2023.
COMPANY PERFORMANCE AND FUTURE OUTLOOK
A detailed analysis and insight into the financial performance &
operations of your Company for the year under review and future outlook is appearing under
the Management Discussion and Analysis Report, which forms part of the Annual Report.
RISK MANAGEMENT
Your Company has an established risk management framework to identify,
evaluate and mitigate business risks. The identified risks and appropriateness of
management's response to significant risks are reviewed periodically by the Audit
Committee. 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 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 material subsidiary company namely, HT Digital Streams
Limited (HTDSL). 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 HTDSL for the financial year ended on March 31, 2023 are available
on the Company's website viz.
https://www.digicontent.co.in/wp-content/uploads/2023/08/
HTDSL_Financial_Statement_31.03.2023.pdf
A report on the performance and financial position of HTDSL in the
prescribed Form AOC-1, is annexed to the Consolidated Financial Statements of the Company
and hence, not reproduced here. The ‘Policy for determining Material
Subsidiary(ies)' is available on the Company's website viz.
https://www.digicontent.co.in/wp-content/uploads/2019/07/
Policy-for-detrmining-Material-Subsidiary.pdf#toolbar=0.
During the year under review, HTDSL bought back 23,05,476 nos. fully
paid-up equity shares of H 10/- each at a buy-back price of H 86.75 per equity
share aggregating to H 20,00,00,043/-.
The contribution of HTDSL to the overall performance of your Company is
outlined in Note no. 34 of the Consolidated Financial Statements of the Company for the
financial year ended March 31, 2023.
No subsidiary, associate or joint venture has been acquired /ceased/
sold/ liquidated during the financial year ended on March 31, 2023.
DEPOSITORY SYSTEM
The Company's equity shares are compulsorily tradeable in
electronic form. As on March 31, 2023, 99.999% of the Company's total paid-up capital
representing 5,81,86,721 equity shares is in dematerialized form. In view of the benefits
offered by the depository system, members holding shares in physical mode are advised, in
their own interest, to avail demat facility.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year under review, Mr. Dinesh Mittal (DIN: 00105769)
Non-Executive Director, resigned from the directorship of the Company w.e.f. May 31, 2022.
Based on the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors:
(a) appointed Mr. Lloyd Mathias (DIN: 02879668) as an Additional
Director (Independent) of the Company, not liable to retire by rotation, for a period
effective from December 28, 2021 till November 30, 2026, which was approved by the members
at the Annual General Meeting (AGM) held on August 30, 2022; and
(b) appointed Mr. Samudra Bhattacharya (DIN: 02797819) as an Additional
Director (Non-Executive) of the Company, liable to retire by rotation, w.e.f. June 01,
2022, which was approved by the members at the AGM held on August 30, 2022.
The Board of Directors based on the recommendation of the NRC and after
considering the knowledge, acumen, expertise, experience, positive attributes, substantial
contribution and performance evaluation during her current tenure, accorded its approval
for the re-appointment of Ms. Suchitra Rajendra (DIN: 07962214) as an Independent
Director, not liable to retire by rotation, for second term w.e.f. April 01, 2024 till
March 31, 2029. The present tenure of Ms. Rajendra will come to end on March 31,
2024.
The Company has received notice in writing under Section 160 of the Act
from a member proposing her candidature for the office of Independent Director.
Your Directors commend the re-appointment of Ms. Suchitra Rajendra, as
an Independent Director, for approval of members, at the ensuing AGM.
In accordance with the applicable provisions of the Act, Mr.
Priyavrat Bhartia (DIN: 00020603), Director liable to retire by rotation at the ensuing
AGM, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment
of Mr. Priyavrat 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 SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘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 the Act and
SEBI Listing Regulations; b) abide by the code of Independent Directors as provided in the
Schedule IV of the Act; and c) have registered themselves on the databank of Independent
Directors maintained by the Indian Institute of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
All the Directors have confirmed adherence to the Company's
‘Code of Conduct'.
Your Company recognizes that Board diversity is a pre-requisite 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, the Board of Directors on the
recommendation of Nomination & Remuneration Committee, appointed Mr. Arjit Gupta as
Company Secretary & Compliance Officer (KMP) of the Company w.e.f. May 23, 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 & the Chairman.
Nomination & Remuneration Committee framed questionnaires for
evaluation of performance of the Board as a whole, Board Committees, Directors and the
Chairman.
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 Independent Directors, 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 other directors of the Company; and
• 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 [Firm Registration
No. 128901W] (‘BSR') were appointed as Statutory Auditor of the Company, for a
term of 5 (five) consecutive years, at the Annual General Meeting held on August 25, 2020.
The reports of BSR on Annual Financial Statements (Standalone and
Consolidated) for the financial year ended on March 31, 2023, 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 RMG & Associates, Company Secretaries
(‘RMG') (Firm Reg. No. P2001DE16100) as Secretarial Auditor, to conduct
Secretarial Audit for the financial year ended March 31, 2023 and their report is annexed
herewith as "Annexure - A". The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or disclaimer.
Further, Secretarial Audit of the material unlisted subsidiary Company
viz. HT Digital Streams Limited for the financial year ended March 31, 2023, as required
under Regulation 24A of SEBI Listing Regulations, has been conducted by Mr. N.C. Khanna,
Company Secretaries (C.P. No. 5143). The said Secretarial Audit Report is annexed herewith
as "Annexure - B" and it does not contain any qualification,
reservation, adverse remark or disclaimer.
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 statement, with HT
Media Limited, a fellow subsidiary Company. These transactions were in the ordinary course
of business of the Company and on arms' length terms, 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 - C".
During the year under review, the Board of Directors amended the
‘Policy on materiality of and dealing with related party transactions' in
compliance with the provisions of Regulation 23 of SEBI Listing Regulations.
The amended ‘Policy on materiality of and dealing with Related
Party Transactions' is available on the Company's website viz.
https://www.digicontent.co.in/wp-content/ uploads/2020/04/RPT-Policy.pdf.
Reference of Members is invited to Note nos. 29 and 30 of the
Standalone Financial Statements, which set out the related party disclosures as per IND
AS-24.
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, 2023, 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,
2023 and of the loss of the Company for the year ended on March 31, 2023;
(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 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 investment made and loans/guarantee/ security given:
The details of investments made and loans/ guarantees/security given, as applicable, are
given in note no. 6 of the Standalone Financial Statements.
Board Meetings: A yearly calendar of Board meetings is prepared and
circulated in advance to the Directors. During the financial year ended March 31, 2023,
the Board met four times on May 23, 2022, August 01, 2022, October 31, 2022 and February
09, 2023. For further details regarding these meetings, Members may please refer the
Report on Corporate Governance which forms part of the Annual Report.
Committees of the Board: At present, four standing committees of
the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration
Committee, Stakeholders' Relationship Committee and Banking & Finance 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 and 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 (KMPs) & Senior
Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is
available on the Company's website viz. https://www.
digicontent.co.in/wp-content/uploads/2019/08/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 disclosures in
relation thereto. There was no change in the Remuneration Policy during the year under
review.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act &
rules made thereunder and SEBI Listing Regulations, is addressed in the Company's
"Whistle Blower Policy". In terms of the Policy,
directors/employees/stakeholders of the Company may report concerns about unethical
behaviour, actual or suspected fraud or any violation of the Company's Code of
Conduct. The Policy provides for adequate safeguards against victimization of the Whistle
Blower. The Policy is available on the Company's website viz.
https://www.digicontent.co.in/wp-content/uploads/2023/05/ Whistle_Blower_Policy.pdf.
Particulars of employees and related disclosures: In accordance
with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of
employee's 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@digicontent.co.in.
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-23, is available on the
Company's website viz. https://www.digicontent.co.in/wp-content/uploads/2023/08/
Form_MGT_7_31.03.2023.pdf
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company is in the business of Entertainment and Digital Innovation,
which does not involve any manufacturing process. Accordingly, most of the information
required under Section 134(3)(m) of the Act are not applicable. However, the information,
as applicable, is outlined as under:
Conservation of Energy
The Company has taken necessary steps in order to conserve energy
wherever possible. There is a heightened effort undertaken to ensure that the available
resources are put into optimal utilization and also ensure that energy is conserved at the
different locations in which the Company operates. Some of these initiatives are as under:
• Use of energy efficient electronic devices to curtail energy
consumption, as much as possible;
• Installation of star rated energy efficient air conditioners;
and
• Replacement of conventional lighting system with LED lighting.
Technology Absorption
During the year under review, the Company has not invested in any
specific technology apart from the normal end user devices. Also, the Company takes
adequate measures at the time of disposing of the device(s) at the end of life of the
particular asset.
Foreign exchange earnings and outgo
- Foreign Exchange earned in terms of actual inflows during the year:
Nil
- Foreign Exchange outgo in terms of actual outflows during the year:
Nil
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.
CORPORATE GOVERNANCE
The report on Corporate Governance in terms of SEBI Listing
Regulations, forms part of this Annual Report. The certificate dated July 24, 2023 issued
by RMG & Associates, Company Secretaries is annexed herewith as "Annexure
– E".
INTERNAL FINANCIAL CONTROL
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 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. The provision related to Corporate Social Responsibility (CSR),
enshrined under Section 135 of the Act, were not applicable on the Company;
4. The Company does not have any Employee Stock Option Scheme;
5. There was no change in the share capital of the Company;
6. The Company had not issued any equity shares with differential
rights as to dividend, voting or otherwise;
7. The Company has not transferred any amount to the General Reserve;
8. The Statutory Auditor and the Secretarial Auditor have not reported
any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;
9. No material changes/commitments of the Company have occurred after
the end of the financial year 2022-23 and till the date of this report, which affect the
financial position of your Company; 10. No significant or material order was passed by any
Regulator, Court or Tribunal which impact the ‘going concern' status and
Company's operations in future; 11. There was no change in the nature of business of
the Company; 12. The Company is not required to maintain cost records as per Section
148(1) of the Act; 13. There were no proceedings initiated/ pending against your Company
under the Insolvency and Bankruptcy Code, 2016; and 14. There was no instance of onetime
settlement with any Bank or Financial Institution.
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for
all works and offices of the Company to redress complaints received regarding sexual
harassment. The Company's policy in this regard, is available on the employee's
intranet. The Company conducts regular classroom training sessions for employees and
members of IC and has also rolled-out an online module for employees to increase
awareness. No instance or complaint was reported to IC during the year under review.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
co-operation extended by all stakeholders, including government authorities, shareholders,
investors, 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
Priyavrat Bhartia
Place: New Delhi (Chairman) Date: July 24, 2023 DIN: 00020603
ANNEXURE - A TO BOARD'S REPORT
Secretarial Audit Report
For the Financial Year ended on March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Digicontent Limited
CIN: L74999DL2017PLC322147 Hindustan Times House, 2nd Floor,
18-20, Kasturba Gandhi Marg, New Delhi -110001
We have conducted the secretarial audit of the compliance of the
applicable statutory provisions and the adherence to good corporate practices by Digicontent
Limited (hereinafter referred to as ‘the Company'), having its Registered
Office situated at Hindustan Times House, 2nd Floor, 18-20, Kasturba Gandhi
Marg, New Delhi -110001. 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 of the Company's books, papers, minutes
books, forms and returns filed and other records maintained by the Company and also the
information/ explanation provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended March
31, 2023, 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 as maintained by the Company for the financial year ended on March
31, 2023 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 with regard to dematerialization/ dematerialization of securities and
reconciliation of records of dematerialized securities with all securities issued by the
Company;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, however, no FDI inflow
observed during the year. Further, there was no transaction of Overseas Direct Investment
and External Commercial Borrowings which was required to be reviewed during the period
under audit;
V. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 including the provisions with regard to
disclosures and maintenance of records required under the said Regulations;
(b) 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 [Not Applicable as the Company has not
issued any further share capital during the period under review];
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 [Not applicable as the Company has not
offered any shares or granted any options pursuant to any employee benefit scheme during
the period under review]; (e) The Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 [Not applicable as the Company
has not issued any non-convertible securities during the period under review]; (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 to the extent of
securities issued [Not Applicable as the Company is not registered as Registrar to an
Issue and Share Transfer Agent]; (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021 [Not applicable as the Company has not
delisted/ proposed to delist its equity shares from any Stock Exchange during the period
under review]; and (h) The Securities and Exchange Board of India (Buy-back of
Securities) Regulations, 2018 [Not applicable as the Company has not bought back/
proposed to buy-back any of its securities during the period under review].
VI. Laws specifically applicable to the industry to which the Company
belongs, as identified by the management, are as follows:
(a) The Information Technology Act, 2000 & Rules and Guidelines;
and (b) The Information Technology (Reasonable security practices and procedures and
sensitive personal data or information) Rules, 2011.
For the compliances of Environmental Laws, Labour Laws & other
General Laws, our examination and reporting is based on the documents, records and files
as produced and shown to us and the information and explanations as provided to us, by the
officers and management of the Company and to the best of our judgment and understanding
of the applicability of the different enactments upon the Company, in our opinion there
are systems and processes exist in the Company to monitor and ensure compliance with
applicable Environmental Laws, Labour Laws & other General Laws.
The compliance by the Company of applicable Financial Laws, like Direct
and Indirect Tax Laws, have not been reviewed in this audit since the same have been
subject to review by the statutory auditor and other designated professionals.
We have also examined compliance with the applicable clauses of the
following:
1. Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"].
2. Secretarial Standards with respect to Meetings of Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
3. General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated
April 13, 2020 and 2/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs
to hold Extra- Ordinary General Meetings/ Annual General Meetings through Video
Conferencing (VC) or Other Audio-Visual Means (OAVM) and Circular No.
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by the Securities and Exchange
Board of India for dispensation of dispatching the physical copies of financial statement
and annual report.
During the period under review, the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards,
Circulars, Notifications etc. mentioned above.
We further report that
• The Board of Directors of the Company is constituted only with
the Non-Executive Directors which includes Independent Directors and Woman Director during
the period under review. 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), 2015.
• Adequate notice(s) were given to all directors to schedule the
Board/Committee Meetings, agenda and notes thereto, were sent seven days in advance and a
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting. Majority
decision is carried through, while the dissenting members' views, if any, are
captured and recorded as part of the minutes.
• As per the records, the Company has generally filed all the
forms, returns, documents and resolutions as were required to be filed with the Registrar
of Companies, SEBI and other authorities.
• The company has duly complied with the provisions of Regulation
3(5) and 3(6) of SEBI (Prohibition of Insider Trading Regulations), 2015 with respect to
maintenance of Structural Digital Database.
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.
We further report that during the audit period, the Company has
following specific events/actions having a major bearing on the Company's affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
referred to above:
1. HT Digital Streams Limited, a material unlisted wholly owned
subsidiary (HTDS) of the Company has done buy-back of 23,05,476 equity shares at Rs.
86.75/- per equity share, for a maximum aggregate consideration of Rs. 20,00,00,043/- and
after completion of buy-back, HTDS will continue to be the Wholly Owned Subsidiary
("WOS") of the Company.
2. Mr. Dinesh Mittal (DIN: 00105769), Non-Executive Director of the
Company, resigned from the directorship of the Company, from the close of business hours
of May 31, 2022.
3. Mr. Samudra Bhattacharya (DIN: 02797819) has been appointed as an
Additional Non-Executive Director, on the Board of Directors of the Company w.e.f. June
01, 2022 to hold the office up to the date of ensuing Annual General Meeting. Thereafter,
the members of the Company in their Annual General Meeting held on August 30, 2022
approved his appointment as Non-Executive Director, liable to retire by rotation.
4. Mr. Arjit Gupta was appointed as Company Secretary and Compliance
Officer of the Company and Nodal officer, for the purpose of Investor Education and
Protection Fund w.e.f. May 23, 2022.
5. Mr. Lloyd Mathias (DIN: 02879668) has been appointed as an
Independent Director, with effect from December 28, 2021 upto November 30, 2026 by the
members of the Company in the Annual General Meeting held on August 30, 2022, who was
appointed as an Additional Director (Independent), w.e.f. December 28, 2021.
For RMG & Associates
Company Secretaries Firm Registration No. P2001DE016100 Peer Review
No.: 734/2020
Place: New Delhi CS Manish Gupta Date: July 24, 2023 Partner
UDIN: F005123E000698411 FCS: 5123 C.P. No.: 4095
Note: This report is to be read with ‘Annexure' attached
herewith and forms an integral part of this report.
To,
The Members
Digicontent Limited
CIN: L74999DL2017PLC322147 Hindustan Times House, 2nd Floor,
18-20, Kasturba Gandhi Marg, New Delhi -110001
Our Secretarial Audit Report of even date, for the financial year ended
on March 31, 2023 is to be read along with this letter:
1. It is the responsibility of 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 operating
effectively.
2. Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances as produced before us.
3. We believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion.
4. Wherever required, we have obtained the management's
representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The Secretarial Audit Report is neither an assurance as to future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted affairs of the Company.
6. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
7. We have conducted verification & examination of records, as
facilitated by the Company for the purpose of issuing this Report.
|
|
For RMG & Associates |
|
|
Company Secretaries |
|
|
Firm Registration No. P2001DE016100 |
|
|
Peer Review No.: 734/2020 |
Place: New Delhi |
CS Manish Gupta |
| Date: |
July 24, 2023 |
Partner |
UDIN: F005123E000698411 |
FCS: 5123 |
|
|
C.P. No.: 4095 |
ANNEXURE - B TO BOARD'S REPORT
Secretarial Audit Report
For the Financial Year ended on March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
HT DIGITAL STREAMS LIMITED
CIN: U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar -
800001
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by HT DIGITAL
STREAMS LIMITED
(hereinafter called the ‘Company'). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit. I hereby report that in my opinion, the company
has, during the audit period covering the financial year ended on March 31, 2023
(‘Audit Period'), 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:
I 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, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
Framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial borrowings. [Not Applicable]
The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-*
(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 and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(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;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018.
(v) Other applicable laws such as:-#
(a) Information Technology Act, 2000 and the rules made thereunder;
#
the company has a proper monitoring system for compliance of
Industry specific laws. There are no regular compliances under these acts. However, as and
when an event arose the company has attended the same promptly.
I have also examined compliance 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; *
*[Not Applicable as the Company is not Listed Entity during the
financial year under review]
During the period under review, the Company has complied with the
provisions of the Act, Rules, Guidelines, Secretarial Standards, Circulars, Notifications
etc. as mentioned above.
I further report that
The Board of Directors of the Company is constituted only with the
Non-Executive Directors which includes Independent Directors and Woman Director during the
period under review. 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.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured
and recorded as part of the minutes.
I 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.
I further report that during the audit period:-
(a) The board has passed the resolution to buy-back upto 23,05,476
fully paid-up equity shares of face value of Rs. 10/- each ("Buy-back Shares")
at a price of Rs. 86.75/- per equity share (excluding applicable taxes & levies
and other incidental & related expenses, if any) from existing shareholder(s) on
proportionate basis, for an aggregate consideration not exceeding Rs.
20,00,00,043/- (Rupees Twenty Crore Forty Three Only) ("Buy-back Offer"), which
is within the statutory limit of 25% of the fully paid-up equity share capital and free
reserves as per the un-audited financial statement of the Company as at September 30,
2022.
For N C Khanna
Company Secretaries Place: New Delhi Date: July 24, 2023 UDIN:
F004268E000742874
N C Khanna
Properitor FCS No. 4268 C.P. No.: 5143
This Report is to be read with my letter of even date, which is annexed
as Annexure A to this Report and forms an integral part of this Report.
To,
The Members,
HT DIGITAL STREAMS LIMITED
CIN : U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar -
800001
Our Secretarial Review Report of even date, for the financial year
ended March 31, 2023 is to be read along with this letter.
Management's Responsibility
1. 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
2. Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances.
3. We believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion.
4. Wherever required, we have obtained the management's
representation about the compliance of laws, rules and regulations and happening of events
etc.
Disclaimer
5. 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.
6. We have not verified the correctness and appropriateness of
financial records and books of account of the Company.
|
For N C Khanna |
|
Company Secretaries |
| Place: New Delhi |
|
| Date: July 24, 2023 |
|
| UDIN: F004268E000742874 |
|
|
N C Khanna |
|
Properitor |
|
FCS No. 4268 |
|
C.P. No.: 5143 |
ANNEXURE - C TO BOARD'S REPORT
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto
1. Details of contracts or arrangements or transactions not at
arm's length basis:
There were no contracts or arrangements or transactions entered into
during the year ended March 31, 2023, which were not at arm's length basis.
Particulars |
Details |
| a Name(s) of the related party and nature of
relationship |
Not Applicable |
| b Nature of
contracts/arrangements/transactions |
| c Duration of the contracts /
arrangements/transactions |
d Salient terms of the
contracts or arrangements or transactions including the value, if any |
e Justification for entering
into such contracts or arrangements or transactions |
| f Date(s) of approval by the Board |
| g Amount paid as advances, if any |
h Date on which the special
resolution was passed in general meeting as required under first proviso to section 188 |
2. Details of material contracts or arrangement or transactions
at arm's length basis:
Particulars |
Details |
a Name(s) of the related party
and nature of relationship |
HT Media Limited (HTML),
Fellow Subsidiary Company |
| b Nature of
contracts/arrangements/transactions |
(A) Revenue Transactions (B)
Business Expenses and (C) Other transactions arising out of (i) Reimbursement of expenses
incurred on each other's behalf; and (ii) Extension of existing Inter Corporate
Deposit (ICD) including accrued interest thereon from HTML to the Company, into revolving
credit facility and interest expense thereon. |
c Duration of the contracts/
arrangements/ transactions |
d Salient terms of
the contracts or arrangements or transactions including the value, if any |
| For more details including
duration of the contracts/arrangements/ transactions, please refer Notice of Annual
General Meeting held on August 30, 2022 available on the following link:
https://www.digicontent.co.in/wp-content/uploads/2022/08/ |
| DCLAGMNOTICEFY-22.pdf |
| e Date(s) of approval by the Board, if any |
Approved by Board of Directors on August 01,
2022 |
| f Amount paid as advances, if any |
Nil |
Note: In terms of provisions of Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of
and dealing with Related Party Transactions, the term "material" means a
transaction to be entered individually or taken together with previous transactions during
a financial year, which exceeds rupees one thousand crore or ten per cent of the annual
consolidated turnover of the Company as per the last audited financial statements of the
Company, whichever is lower.
For and on behalf of the Board
|
Priyavrat Bhartia |
| Place: New Delhi |
(Chairman) |
| Date: July 24, 2023 |
DIN: 00020603 |
ANNEXURE - D TO BOARD'S REPORT
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 and
KMP viz. Chief Executive Officer, Chief Financial Officer and Company Secretary in the
financial year ended on March 31, 2023, is as under:
Name of Director/KMP &
designation |
Remuneration for FY-23
(Rs. in Lakh) |
% increase in
remuneration in FY-23 |
Ratio of remuneration of
each Director to the median remuneration of the employees in FY-23@ |
| Ms. Suchitra Rajendra |
7.50* |
15.38% |
1.27 |
Independent Director |
|
|
|
| Mr. Vivek Mehra |
7.00* |
Nil |
1.19 |
Independent Director |
|
|
|
| Mr. Lloyd Mathias |
6.50* |
Not Comparable# |
1.10 |
Independent Director |
|
|
|
| Mr. Arjit Gupta^ |
14.82 |
Not Comparable$ |
Not Applicable |
Company Secretary |
|
|
|
@ The median remuneration of employees during FY-23 wasH 5.89 Lacs.
*Sitting fee paid for attending Board/Committee meetings.
#Remuneration not comparable as Mr. Lloyd Mathias was
appointed as an Independent Director (Non-Executive) by the Board w.e.f. December 28,
2021. ^Appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 23,
2022. $Remuneration not comparable owing to appointment during FY-23.
Note: (a) Perquisites have been valued as per the Income Tax
Act, 1961.
(b) Save and except the above, no remuneration was paid by the Company
to any Director during FY-23.
(c) Mr. Puneet Jain appointed as CEO of the Company and its subsidiary
company i.e. HT Digital Streams Limited (HTDS) w.e.f. July 15, 2020. He draws remuneration
from HTDS. (d) Mr. Ajay S. Nair appointed as CFO of the Company and HTDS w.e.f. January
14, 2021 and January 13, 2021, respectively. He draws remuneration from HTDS.
(ii) There was an increase of 5.4% in the median remuneration of the
employees of the Company in FY-23.
(iii) As on March 31, 2023, there were 19 permanent employees on the
rolls of the Company.
(iv) Average percentage increase in remuneration of employees during
FY-23 is 8%. Further, no managerial remuneration was paid during FY-23.
(v) It is hereby affirmed that the remuneration is as per the
Remuneration Policy of the Company.
|
For and on behalf of the Board |
|
Priyavrat Bhartia |
| Date: July 24, 2023 |
(Chairman) |
| Place: New Delhi |
DIN:00020603 |
ANNEXURE - E TO BOARD'S REPORT
COMPLIANCE CERTIFICATE
[Pursuant to Regulation 34(3) read with Schedule V Para E of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015]
To,
The Members,
Digicontent Limited
CIN: L74999DL2017PLC322147 Hindustan Times house, 2nd Floor,
18-20, Kasturba Gandhi Marg, New Delhi -110001
We have examined the compliance of conditions of Corporate Governance
of Digicontent Limited (hereinafter referred to as ‘the Company'), having
its Registered Office situated at Hindustan Times house, 2nd Floor, 18-20,
Kasturba Gandhi Marg, New Delhi -110001, for the financial year ended on March 31, 2023,
as stipulated in the relevant provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time (hereinafter referred to as "SEBI LODR, 2015").
The compliance of conditions of Corporate Governance is the
responsibility of the Management. Our examination was limited to a review of 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 our opinion and to the best of our information and according to the
explanations given to us, we certify that the Company has generally complied with the
conditions of Corporate Governance as stipulated in the relevant provisions of SEBI
(LODR), 2015.
We further state that 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.
|
ForRMG & Associates |
|
Company Secretaries |
|
Firm Registration No. P2001DE016100 |
|
Peer Review No.: 734/2020 |
| Place: New Delhi |
CS Manish Gupta |
| Date: July 24, 2023 |
Partner |
| UDIN: F005123E000698409 |
FCS: 5123 |
|
C.P. No.: 4095 |
