HT MEDIA put up a spirited financialperformance in FY 09. Its total revenue grewby an impressive 12% to reach Rs. 1336 Crore.The commendable performance was scriptedin the backdrop of a very challenging year forprint media, where clients across majoradvertising sectors like automobile, realestate, consumer durables, electronics andBFSI cut their advertising expendituresignificantly. HT Media still grew its

advertisement revenue by 11%. FY 09 also brought operations landmarks

for HT Media. Indian Readership Survey,Round-1 2009 has validated its leadershipposition in Delhi and NCR region. Readershipof Hindustan Times grew by 55% in Mumbaiover Round-1 figure of 2008. Hindustanmaintained its leadership and emerged as thefastest growing Hindi daily in the country.Mint, India's second largest business daily,

improved its readership by 26% over Round-2figure of 2008. After its launch in Kolkata inMay 09, Mint is all set to reach Chennai inJuly 09 and thereby becoming a truly nationalbusiness daily of the country.

The spiralling global newsprint costs,together with strengthening of US Dollaragainst Rupee, posed major cost challenge.HT Media responded quickly to switch to a

ANNUAL REPORT 2008-09

CORPORATE INFORMATION Marching forward

HE BECAME the president of FICCI in1974, when the country was facing severeinflationary pressures and recessionarytrends. Addressing Prime Minister IndiraGandhi, he critiqued the tight monetarypolicy and the raising of interest rate.''Demand management policies haveplayed out their role and should not beallowed to outlive their utility. Let us shiftthe focus now on revival of demand andin particular supply expansion.'' He hadsaid words, that sound prescient toconditions today.

While many industrialists were

apprehensive about competition fromabroad, he proactively supportedManmohan Singh, who as financeminister during 1991-96 helped to dragIndia out of the protectionist era andushered in economic reforms. "Manybusiness leaders were worried about thechanges, but Mr. Birla understood theimportance and relevance of what wewere doing." Prime Minister Dr. Manmohan Singh said in December2007 while launching Birla'sautobiography, “Brushes with History”.

A philanthropist, a legend of industryand a builder of modern institutions

BOARD OF DIRECTORS

Smt. Shobhana BhartiaChairperson and Editorial Director

Shri Roger GrevilleShri K. N. MemaniShri Y. C. DeveshwarShri N. K. SinghShri Priyavrat BhartiaWhole-time Director

Shri Shamit BhartiaWhole-time Director

CHIEF EXECUTIVE OFFICERShri Rajiv Verma

COMPANY SECRETARYShri Dinesh Mittal

AUDITORSS. R. Batliboi & Co.Chartered Accountants, New Delhi

REGISTRAR & SHARE TRANSFER AGENT

Karvy Computershare Private LimitedPlot Nos. 17-24, Vittal Rao Nagar, MadhapurHyderabad - 500 081

REGISTERED OFFICE

Hindustan Times House18-20, Kasturba Gandhi MargNew Delhi - 110 001, IndiaTel : +91-11-6656 1234Fax : +91-11-2370 4600Website : www.htmedia.in

THIS ANNUAL REPORT

Continued on Page 3

A TRIBUTE TO DR. K. K. BIRLA

Demand management policies have played out their role and shouldnot be allowed to outlive their utility. Let us shift the focus now on

revival of demand and in particular supply expansion.

A billion people on the move SINCE BECOMING a trillion dollareconomy in FY07, India is on the move. As the second fastest growingeconomy for some years now, thecountry is throwing open a sea ofopportunity to its citizens living inmetros, cities and even villages.Development is fast approaching thelast mile in the form of connectivitythrough phones, broadband internet,power, cable & satellite television, civicinfrastructure, and basic health &education.

Responding to the opportunity are abillion-plus Indians, up-scalingthemselves with enhanced knowledgeand skills. HT Media has activelyparticipated in the Indian growth storyover decades. It continued to play its roleof an informer, educator and entertainerthroughout the year.

Its English daily, Hindustan Times

has been reforming the views andthoughts of upwardly mobileIndians with thought-provokingnews coverage everyday. Its weeklyspecials have been bringing to themthe best of trends and opportunitiesfrom the world of travel, education,job, real estate. Millions of readersfrom across the strata have beenbenefiting from the informative,investigative and thought-instigating stories of HindustanTimes.

The aspirations of the Hindireading and speaking Indians aren'tany smaller. Their increasingparticipation in the GDP generatingactivities is a true reflection of thembrushing up their awareness andskill-levels. HT Media's Hindi daily,Hindustan, has been catalysing them

Continued on Page 4

Consists of 28 pages including 16 pages of FinancialStatements. Notice of 7th Annual General Meeting,Proxy Form and Attendance Slip are enclosedseparately.

Maximising revenues, optimising cost, continuing quality investment

HT Media is informing people, reforming thoughts

Continued on Page 4

Report on Corporate Governance 8Directors’ Report 11Financial Statements 13

Letter from the Chairperson 3Session with the CEO 5Management Discussion and Analysis 6

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HT MEDIA has taken its contentbenchmark to next level during FY 09with Hindustan Times, Hindustanand Mint. It is continuing to changethe face of journalism in India.

News is no longer what mostpeople saw on television the nightbefore. Packed with additionalinformation and details, HT Mediapublications make them a completelynew and insightful experience nextmorning. The aim of getting close tothe readers and their concerns hasdelivered several contentbenchmarks, which instigatedchange - from apathy to action, andalso won appreciations and awards.

High on the roll of honours was'India Yatra', a reporting exercisenever undertaken before in this country: 30 reporters, 30 photographers fanned out to catchIndia at work, at home and in thefields. The aim was to document theaspirations, dreams, rage anddespair that impact the lives ofaverage Indian, as India got ready forLok Sabha elections. It was aninstant success and was writtenabout in media journals and columnsas the kind of journalism needed.

From Kashmir to Chattisgarh toJharkhand to Manipur, two ofHT Media's editors separatelytravelled to states affected byinsurgency, trying to drive home onelarger theme: insurgency has becomea very simple excuse formisgovernance in India. This nine-part national series on insurgencycalled 'India Besieged' went on to winthe prestigious Ramnath GoenkaExcellence in Journalism Award.

Another investigative series on thedwindling number of open spaces inMumbai highlighted how 49 ofMumbai's open spaces were beinglost to private builders, and 20 of thecity's gymkhanas were denyingpublic access. The two-month serieswon Prakash Kardaley MemorialAward for Civic Journalism. Boththese awards are a reflection ofHT Media's rising standards andsolidifying determination toshowcase a journalism that not onlybrings to readers the real stories offast changing India but also ajournalism that makes a difference tothe lives of readers.

Hindustan Times' “GurgaonCollapsing” series began with givingvoice to the residents' protest onabysmal state of civic facilities in thecity. This five-part series addressedspecific issues like absence ofgarbage disposal area and drainage,

potholed roads, and high incidence ofcrime. The administration swunginto action taking correctivemeasures. Gurgaon residents wrotehundreds of mails to HindustanTimes, acknowledging the efforts andencouraging it to keep going with theseries. The campaign won anInternational Press Award in Maythis year.

'India Can, India Will' series ofsuccess stories from across thecountry brought to light many peoplewho were turning adversity intoopportunity. Unheard and unknown,they were changing the country. Eachstory bore testimony to the spirit thatdrives this country.

Hindustan Times' coverage of26/11, the horrific terrorist attack onMumbai last November, was mostcomprehensive and ahead ofcompetition. The articles - spots andspecials - carried by HindustanTimes were published later as a bookby Penguin India. Anotherbreakthrough 12-part series done inMumbai edition, 'Small Ideas, BigChanges' focused on daring, doggedand ambitious young entrepreneursfrom Mumbai who, by what theyaccomplished, changed the way thiscity lives: from the way it watchedmovies to the manner in which ittravels in taxis.

Amongst numerous impactfulstories of Hindustan, Sajag NiveshAbhiyaan on investments; HealthGuide on health & fitness; ZabranWasooli series on school fee hike inNCR & Delhi; Vidhayak/Sansad/Mantri Jee ka Report Card onelections were liked by the readers.

Creating content benchmarks

Both these awards are a reflection of HT Media’s

rising standards ofjournalism that not only

brings to readers the realstories of fast changing

India but also ofjournalism that makes a difference to the lives

of readers

Reflecting progress, highlighting neglect

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HT MEDIA'S radio business, Fever 104, madesignificant strides in FY 09. Across thestations of Delhi, Mumbai, Bengaluru andKolkata Fever 104 kept on improving itsprogramming through the year. All thestations improved on their listener pool andthe time spent by listeners. In the week 19(3rd - 9th May, 2009), Fever 104's Mumbai stationbagged the No. 1 position, while Delhi andBengaluru became No. 2 stations inrespective markets.

The investment phase in these four stationsis nearing completion. Radio segment waswithin the striking range from breaking evenat the closure of FY 09 and going forward, itshall start contributing to the profitability ofHT Media soon. An important developmentduring the year was demerger of the Radiobusiness from HT Music & EntertainmentCompany Limited and its subsequent mergerwith HT Media Limited.

Delhi station conducted a first-ever radiosurvey seeking the audience's view on thekind of programming mix they will like theirfavourite station to air. Inputs fromthousands of listeners gave an insight intotheir preferences and helped Fever 104 inrolling out an engaging programming mix.Station went on to serve more music, more

local connect and more humour. The results were soon visible in the brand

achieving the highest TSL, meaning themaximum time spent by the audience on astation. Fever 104 partnered with DelhiDaredevils Team during the Indian PremierLeague Cricket tournament, creating someengaging programming and becoming thestation of choice with over 35 Lac listeners.

Mumbai station underwent transmission-quality improvisation in early 2008 and sincethen, broke new ground by achieving thehighest TSL in the market in a short span oftime. Launch of Fever 104 FM Digisound ™facilitated the state-of-the-art digitaltransmission quality, giving listeners the bestradio-listening experience in Mumbai.Roping in some of the best on-air talents didenhance the station's appeal.

Bengaluru station also changed itsprogramming strategy, which put the stationon a growth path. An all-Kannadaprogramming has created engagement withthe listeners and has worked in cutting theclutter. Kolkata, the newest station in theFever 104 stable, crossed 30 Lac listenersmark within the first year of its launch. Thestation has been steadily rising up thelistenership charts.

Fever 104 in the last year has gone fromstrength to strength. It is of significance thatFever 104 has achieved an overall revenuegrowth of over 60%.

Fever rose to104 FM

Radio segment was within thestriking range from breaking

even at the closure of FY 09 andgoing forward, it shall start

contributing to the profitabilityof HT Media soon

2

Dear Shareholders,

THE FY 09 marked a paradigm shift inglobal economy and its financialmarkets. The year witnessedunprecedented volatility in inflation,liquidity and prices of commodity &crude oil. While all major advancedeconomies confronted the worstrecession since the great depression of1929, emerging economies too contractedseverely with a serious slowdown oftheir robust growth momentum of therecent past.

A sharp demand reversal inUnited States, the bailouts sought byFortune 100 companies, the knock-oneffects of these developments in the USacross other economies, variousgovernment stimuli and monetarypolicy changes across major economies;all this happened at such a rapid pacethat the previous year was truly aturbulent and eventful year.

The repercussions were severe onemerging economies including India.Revised estimates of Central StatisticalOrganisation suggest that India's GDPgrowth has contracted to 6.7%. While wecan observe this sharp decline in thegrowth curve of our economy, I believeIndia did well in arresting the impact ofglobal crisis thanks to its domesticdemand-led economy and regulatedeconomic framework. With a stablegovernment at centre, we now lookforward to stepping into a new era. Thegovernment shall, we sincerely hope,accelerate reforms and infrastructure

development to step up growth andcheck the fiscal deficit. This should alsoenable the country to recover fasterwhen the economic situation startsimproving globally.

Media Sector: Switching toConsolidation The year gone by was an equallychallenging year for the media sector

globally. Estimates suggest that one outof every 11 newspaper jobs, one out of 14radio jobs and one out of 33 TV jobsdisappeared in last year in the US itself.The year witnessed biggest write-downsand poor results across leading mediacompanies of the US.

The Indian media countered anequally testing year in FY 09. Expansionplans across TV, internet, Out-of-Home(OOH) media were put on hold or shelved

by leading media conglomerates asrevenues dipped sharply from alladvertising sectors during the secondhalf of the year. The industry confrontedthe challenges of sustaining revenuesand profitability. According to 2009edition of Indian Media &Entertainment Industry report of FICCIand KPMG, print media growth sloweddown to 7.6%, while radio and televisionrecorded a double-digit growth in 2008.

The slowdown in the print media waslargely impacted by advertisers cuttingdown their advertising expendituressignificantly. Another blow to printmedia came from spiralling newsprintcost and the depreciating Rupee. But fora timely rate hike made by Governmenton Directorate of Advertising and VisualPublicity (DAVP) rates, the industrycould have seen even more tough timesin FY 09.

HT Media: Consolidating &ExpandingDespite being print-led, your company isamongst few media companies thatmanaged to achieve a double-digit growthin revenues in such a turbulent FY 09.Taking the challenges by strides, yourcompany consolidated its position acrossall its three dailies - Hindustan Times,Hindustan and Mint. Our flagship brand -Hindustan Times - made an impressiveaverage issue readership gain of 2.17 Lacreaders as per Indian Readership Survey(IRS) Round-1 2009 data over IRS Round-1figures of 2008. In the fourth year since

entering Mumbai readership of Mumbaiedition of Hindustan Times surgedsubstantially by 55% during the past year,recording the highest growth among allEnglish newspapers in the city.

‘Hindustan’ also showed a stronggrowth of 32% to further strengthen itsposition as the third largest read Hindidaily. Hindustan has expanded its reach ineight northern states now. Three moreprinting presses were commissioned inUttar Pradesh and Uttarakhand in FY 09,thereby giving a boost to UP andUttarakhand presence of Hindustan. Thecompany continued to expand andentrench its reach in Tier II towns. This isgood news since according to the latestindustry studies, the future growth forprint media is likely to come from Tier IItowns in a robust manner.

Our trendsetting business daily 'Mint'completed two years in February 2009 andis an established No. 2 among all businessdailies. Your company has launched Mintin Kolkata in May 2009 and is all set for itslaunch in Chennai.

Our radio venture 'Fever 104'participated in our march forward bymaking rapid progress in FY 09. It becamethe No. 1 radio station in Mumbai and No. 2 station in Delhi and Bangaluru; asper week 19 (3rd - 9th May 2009) data ofRAM, during the year. I am glad to sharewith you the fact that our radio businessis likely to break even in FY 10.

Among our online initiatives,Shine.com crossed 2 million registeredusers in the very first year of itsoperations. During FY 09, we partneredwith an international agency to facilitatereal-time recruitment for the first time.

Measured and timely actions Amidst the turbulence and uncertaintyposed by FY 09, we revisited ourstrategies from time to time, and took aseries of steps to check the impact onour profit margins. Your companymaximized in the dipping advertisingenvironment by innovating new salesmediums like its Events & Marketingsolutions, and the Printworks expo. Inorder to reduce the impact of risinginput cost, we reduced the paginationacross all publications and maintained aprofitable ad-edit ratio. We optimised thecredit from suppliers. Some of our brandpromotion investments were maturing,which allowed us to lower spending onthem without compromising on thebenefits reaped. Measures were taken to

tighten our overhead costs andrationalize a part of our workforce.

However, your company has continuedinvesting in important projects, brandsand markets and is on its way to expandprinting facilities and edition rollouts.Also, our joint venture with Burda, foroutsourced publishing would startoperations in FY 10. This is likely tobreak even in the first full year of itsoperations.

Setting Content Benchmarks HT Media continues to publish series ofnews reports, campaign pieces andarticles, which highlight the concerns oflocal citizens from different parts ofcountry. Hindustan Times carried out'Gurgaon Collapsing', a series on thepoor conditions of civic amenities in theNCR area, bringing to light the mannerin which local bodies had ignored basicamenities to its citizens. This campaignwon the 'International Press Award' inMay this year.

Moving AheadOur mainstream businesses have playedan active role to cater to urban, neo-urban, and semi-urban citizens. But weare also keeping our eyes open to newopportunities coming our way ininternet, radio broadcasting and event &marketing solutions. Our objective is togain more mileage by highlighting facts,that may otherwise miss the generalcitizens' eye. We believe that such anobjective would help us in the long termto sustain our leadership in the printmedia sector. This would slowly convertour loyalty among mass readers and willcreate better business opportunities forus in the long run. It may take a whilebefore the media sector starts emergingout of the challenging times it faced inFY 09. But we are hopeful of seizing theopportunities provided as soon as theIndian economy starts re-emerging outof a slowdown in the times ahead.

I extend my sincere appreciation toinvestors for their continued trust;acknowledge the contributions made byall HT employees and thank our readersand customers for their support.

SHOBHANA BHARTIAChairperson & Editorial Director

LETTER FROM THE CHAIRPERSON

Birla was known for his erudition and his penchant fordetails. He would personally go into volumes of data andattempt to draw unique connections and conclusions. Hewas also a man of punctuality and brevity. He would, attimes, schedule meetings for a specified 8 or 12 minutes,drawing intense value from the interactions and alwaysseeking to learn from whoever he was engaging with.

As a leading figure in both the humanities andtechnology in India, he established the K. K. BirlaFoundation to recognise and reward achievers in the fieldof literature, science, journalism etc. and the K. K. BirlaAcademy for establishing institutions for advancement ofhistorical, scientific and cultural research. One of his mostimportant legacies was the expansion of the Birla Instituteof Technology and Science (BITS) from Rajasthan to Goa,Hyderabad and Dubai.

To his senior executives, he was more a father figurethan an owner. As Ramesh Maheshwari, one of his closeassociates, says, "Birla was our role model as we learntfrom him how to achieve the highest standards in businessmanagement". An ethical approach to business was ahallmark of Birla. His desire to spread around some of hisspectacular wealth led him into many fields ofphilanthropy. But it was education and culture that werehis main interests. He was also a prominent three-termmember of the Rajya Sabha from 1984 till 2002. His socialviews were far more progressive than many of his peers. Astrong believer in equality for women, he broke with familytradition in empowering his daughters in order for them to

take the responsibilities of some of his companies.Born at Pilani in Rajasthan on November 12, 1918,

Krishna Kumar Birla was part of India's leadingindustrial family. He earned a B.A. degree in 1939 fromLahore University and went to work the next year to buildIndia's sugar industry. He built on the business started byhis father and established it as one of India's biggestbusiness conglomerates, with interests in industries thatincluded sugar, fertilizers, chemicals, heavy engineering,textile, shipping and media.

Hindustan Times was privileged to have his mentoringsince 1957. Under his visionary leadership, HT Mediacrossed many milestones including becoming a listedcompany, expanding into radio and internet domains andbreaking out of North India to expand bases in western,southern and eastern parts of the country. HT Media feelsindebted to K.K. Birla for his active guidance intransforming it into a diversified Media & Entertainmentconglomerate with a trans-India reach.

Birla's literary achievements included "Indira Gandhi:Reminiscences," an empathetic biography, and "Partnersin Progress: Collection of Selected Speeches andWritings." His widely read and critically acclaimedautobiography, "Brushes With History," was published inDecember 2007.

Dr. Birla was a man of many interests. A man ofmeasured words expressed often with warmth, he was acaptain of Indian industry, a Parliamentarian of greatacumen, a philanthropist by heart, and a scholar bynature. His was a full and a rare life.

A philanthropist...Continued from Page 1

Shining in testingtimes is the sign ofa true leader

India did well inarresting the impact ofglobal crisis thanks to its

domestic-demand led economyand regulated economicframework. With a stablegovernment at centre, wenow look forward tostepping into a new era.

3

Dr. K. K. Birla at an award function of his foundation HT PHOTO

HT MEDIA has been making rapid and decisivestrides in the last few years. From a traditionalnorth India focused print media house, it hastransformed into a diversified mediaconglomerate expanding its pan India reach.

Its product offerings have widened with abusiness daily, a FM radio, two strong onlineproperties in jobs and social networking spaceand a strong event & marketing solutionsdivision. With print editions, radio stations andtheir support infrastructure including theintellectual resources, HT Media has imprintedits presence across India. From Chandigarh toMumbai to Pune to Bengaluru to Chennai toKolkata, HT Media has spread its reachthrough one medium/brand to another.Leveraging the spread of internet, it has addedmillions of loggers from across the countryincluding even small towns and villages.

A diversified HT Media today is engaging theaudience over a longer timeframe on a dailybasis. With a choice of three dailies, it is

entering the lives of readers in the morning;entertaining them through FM Radio duringtheir travel to workplace; updating them withthe day’s important developments throughonline editions of all its three dailies,refreshing them with evening entertainment

through FM radio leaving their stressful daybehind.

HT Media is serving them with qualitycontent and regularly sprucing-up the appealquotient of all its brands. This well perseveredmulti-media approach of winning andengaging audience will go a long way inattracting more and more advertisers incoming years. Added with its expandingnational reach, it will provide a unique mediapool to marketers that integrates the languagesof Hindi and English, the language of businessthat India Inc reads, full blown radio andinternet that youth of today tune into, andevents of special interest and mass interest.

Continuing its strategy of growing withoutdiluting its shareholders' value, HT Media iscreating profitable investments in augmentedprinting and distribution facilities across thelength and breadth of its strategic markets.The most heartening aspect of this expansionis that it is being funded by internal accrualsand a small portion of debt.

Spreading across India,across media

AS ALWAYS, HT Media continues tofulfill its objective towards society bytaking up some of the relevant socialcauses.

A major part of Bihar was floodedby rampant Kosi River in 2008. Thenatural calamity took a heavy tolldisplacing millions and causingconsiderable loss of human lives andshelters. HT Media rose to theoccasion by establishing a helpdesk atPatna and a relief camp at Supaul.The camp provided relief tothousands of flood affected people ofthe region. Free medical check-up,distribution of medicines, clothes,potable water, milk and regular mealstwice a day was ensured.

HT Media firmly believes that thecountry's future lies in children.Laying focus in holistic developmentof the students through a series ofpersonality developing initiatives, HT Media has been carrying outvarious programs aimed at multi-faceted grooming of students. HTNext, our exclusive student edition, isserving this very cause. Circulatedacross many schools, HT Nextencouraged 22 students from variousschools, to independently bring outthe 'Children's Day' edition of HTNext in the year 2008.

The company has tried to provide aperfect platform through its initiative'PACE' to students, teachers and

Principals. Facilitating peer groupinteraction amongst teachers,administrators and students, itorganised several annual symposiaand seminars in FY 09. PACE hostedthe 10th Annual Principals' Meet inJuly 2008 in New Delhi.

HT Media also organised theAnnual 'PACE Teachers Meet' inMarch 09. The event saw an

overwhelming response from over 650teachers from Delhi and NCR. Overthe years, this event, held exclusivelyfor teachers, has included interestingand innovative sessions andmotivational seminars conducted byeminent speakers. Another annualevent hosted by HT Media for schoolstudents was the 'Inter School Quiz'competition in last September.

Touching lives, igniting minds

to play an active role in the growth of the country. It has beenupdating them on a host of issues like investing in mutualfunds, staying fit & healthy, knowing and protecting their rightsand choosing the right representative for Parliament and StateAssemblies.

From the world of business, Indians have been making newsby featuring in the global M&A scene for some years now. LikeIndian businesses, HT Media's business daily, Mint, has alsobeen scripting inspired leadership. Launched in associationwith 'The Wall Street Journal' in FY 07, Mint, has changed theway business news is served in the country. Making rapidstrides as the second largest read business daily in India, Minthas won appreciation and loyalty of truly discerning readers.

Continued from Page 1

A billion people on the move...

Meal being served at Supaul Flood Relief Camp HT PHOTO

conservative cost regime by cutting down the page count across alldailies, securing extended credits on newsprint purchase andbringing down the overheads. These timely measures helped theCompany arrest the impact of the rising input cost on profitabilityto a greater extent. Performing better than most of its peers, HT Media recorded a contraction of 16.54% in its EBITDA.

Having tackled the challenges of FY 09, the Company has re-worked its cost structure towards becoming a leanercompany. The cost pressure on newsprint and strengthening ofUS Dollar, both are softening. With the economy showing initialsigns of recovery, HT Media is prepared to drive home theadvantage by putting a much improved performance in FY 10.

Marching forward... Continued from Page 1

Its product offerings havewidened with a business

daily, a FM radio, two strongonline properties in jobs andsocial networking space anda strong events & marketing

solutions division

Winners of Inquizitive 2008 HT PACE PHOTO

Eminent panelists at the Mint - Clarity Through Debate series HT PHOTO

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How do you view HT Media's performance in FY09?

The past financial year (FY 09) was one ofthe toughest years in recent times as a result ofthe world economic slowdown and its impacthere in India and on the newspaper industry.Input costs, including newsprint, spiralled tounprecedented levels with the depreciatingrupee making newsprint import veryexpensive. The uncertainties of the businessenvironment led to caution and conservatismon the part of advertisers, many of whom weredriven to other mediums. The sum total ofthese challenges was felt by HT Media.

Despite these significant challenges, HT Media achieved an overall revenue growthof 12%, advertisement revenue grew by 11%, our radio business came close to break-even, Hindi readership grew significantly and,more importantly, we made important gains inMumbai. On the operational front, we tackledthe industry challenges of dipping revenuesand spiralling input-costs with vigour.

Your Company continued to invest inbrands, logistics and intellectual assets despite

the challenges of a highly testing year. I amdelighted with the performance your Companydemonstrated in navigating through this yearof unprecedented challenges and that, to me,reflects the mark of an enterprise with robustsystems to meet adversity and come outstronger when the economy turns.

How did the verticals of print, radio and onlineperform?

Hindustan Times did well and outperformedthe competition in a few areas. It grewreadership and became leader in its keymarket of Delhi. Hindustan did exceptionallywell and grew ad-revenue by almost 40%. Itretained and strengthened its No. 3 positionand is progressing rapidly towards becomingthe No. 2 among Hindi dailies. Hindustan'sgrowth has vindicated the decision to makemajor investments in strengthening andexpanding its reach.

Mint, our business paper which is now in itsthird year, has become the acknowledged No. 2business paper in the country. With its rolloutin Kolkata and upcoming launch in Chennai inthe first half of FY 10, Mint is emerging as acredible and insightful business newspaper fordiscerning readers.

Our radio brand Fever 104 performed well,becoming the No. 1 station in Mumbai whileimproving on its No. 2 position in Delhi andBengaluru. The business is now nearlybreaking even and Fever 104 is on the waytowards positive value creation for theshareholders from FY 10 onwards.

Shine.com has clocked 2.2 million registeredusers within the first year of its launch.However, its launch was followed by aslowdown, and what can be considered asarguably, the toughest year for the job market.However, from a long-term standpoint, Iremain convinced that Shine is a very goodinvestment that will be highly profitable in theyears to come.

Cash flows and profit margins will continue to bea challenge in the coming months. How do youpropose to check the contracting cash flows andshrinking profit margins?

The past year has required that we put inplace a conservative cost regime at HT Mediaand this strategy will be pursued as we goforward. Over the past year we revisited ourcosts and took steps to check the impact onmargins. These steps included rationalising

page counts and maintaining a healthy ad-editratio to ensure that we countered, to someextent, the adverse impact of the newsprintcost increase. Key initiatives aimed atcontrolling costs included: availing extendedcredits on newsprint purchase; cutting downon the overhead cost; and even rationalisingour workforce.

Some respite is now being felt with thesoftening of newsprint prices and astrengthening Rupee. Market sentiments havealso improved significantly post the formation

of a stable Central Government. Signs of therestoration of advertiser confidence can beseen in the first quarter of FY 10. Breaking-even of our radio business will also contributeto margin improvements.

Major Capex investments are expectedto generate returns in the near future. Ourthird-party publishing joint venture withinternational company Burda is scheduled tostart operations by December 2009 and we areexpecting break even in the first full year ofoperations. The impact of a rise in DAVP ratesfor government tenders and advertisementswill be felt throughout FY 10.

Over the past few years, advertisers' preferencehas shifted towards television. What effort is HT Media making to conserve its advertisement

revenue base?The shifting of some advertisers to electronic

media is a global trend and not limited to India.In India, however, government advertisementswhich still constitute a major part of ourrevenues, continue to remain with print media.With the DAVP allowing a hike in governmentadvertisement rates in FY 09, after a gap of fouryears, we are now in a better position to facecompetition from electronic media. Ourstrategy includes penetration in rural areasthrough our products to capture higher

revenues from advertisements in Tier II andTier III areas, which are ruled by vernacularnewspapers.

How has been the journey of HT Media since itwent public and what are the major challenges ithas faced so far?

HT Media was one of the first companies -among those with a core print media business -to go public in 2005, a sign of our willingness toshare our financial performance withinvestors. Despite a major bear run feltthroughout the year 2008, foreign and domesticinstitutional investors have continued to showfaith in HT Media, which is reflected in theFDI, FII's and MF's stake in the Companymoving up to 28.5 percent at the end of FY 09,from 27.2 percent at the end of FY 08.

RAJIV VERMAChief Executive Officer

FY 09 has witnessed ever intensifiedmarketing initiatives from HT Mediaacross all its key brands and regions.Aimed at enhancing value for thereaders and advertisers, theinitiatives were holistic coveringcontent innovation, brand revamps,new launches -- all aimed at expandingthe reach within targeted audiences.

The initiatives were driven bycontinuously enriching the productcontent by keeping the reader inmind, and also by strengthening theyouth connect. Complete revamp ofthe youth offerings of HindustanTimes - HT City and HT Café in Delhiand Mumbai respectively featuredamongst the key efforts of the year.

HT Media relaunched its Hindidaily, Hindustan with a contemporaryand stylish new design andpresentation. Positioned around"taiyarri" - meaning readiness, itpromised to be the newspaper thatgets the Hindi reader ready for thenew India that is on the move andthrows numerous opportunities onthem. At the close of the year,Hindustan had went ahead to beperceived superior to any other Hindinewspaper of the country.

During the year, global leaders andthinkers joined Hindustan Times atthe thought-leadership platform of

'HT Leadership Summit', to craftvision and set agendas for a betterand prosperous future for India andthe world. 'Mint - Clarity ThroughDebate' series, with extremely highprofile panelists and a very

distinguished audience emerged as ahighly engaging and popular on-ground activation that has now beentaken to television as well.

HT Media's radio brand, Fever 104continued its focus on "less talk, moremusic", and continued to delightlisteners with their favourite choice. Itconducted a largest-of-its-kind surveyon listener preferences during theyear and improved content, resultingin significant expansion in itslistenership.

During the year, HT Media's jobportal Shine.com crossed2.2 million registered users. Newlyintroduced services such as theopportunity to have one’s CVprofessionally written, met with hugeappreciation from users.

The Events & Marketing businessdivision continued to add value toadvertisers around its core promise ofadding the events aspect to theirpromotional needs. Fulfilling its aimof creating additional revenueopportunities, it successfully stagedvarious events including theHindustan Times LeadershipSummit, HT City Delhi ShoppingCarnival, Miss India Worldwide andCampus Calling.

Despite these significant challenges,HT Media achieved an overallrevenue growth of 12%,

advertisement revenue grew by 11%, ourradio business came close to break-even,Hindi readership grew significantlyand, more importantly, we madeimportant gains in Mumbai

A year of intense marketinginitiatives

SESSION WITH THE CEO

Former British Prime Minister, Tony Blair addressing the audience at HTLeadership Summit

Katrina Kaif performing at the Miss India Worldwide pageant organisedby HT Media

5

DESPITE THE pressures onglobal economy, Indian economyperformed reasonably well.However, the general marketsentiment continued to benegative in the second half ofthe year. Global linkages of several keyIndian players resulted in over-cautiousapproach of lenders leading to decline inoverall lending by banks and financialinstitutions. Due to the falling stockmarkets and cautious approach of lenders,it became increasingly tough for the Indianindustries to raise money.

Due to liquidity crunch and fall in demand,Indian industries started rationalising alldiscretionary spends leading to sharp declinein the advertising budgets. Because of this,advertisers started falling back on other salespromotion instruments thattraditionally have offered thembest value in return. The 2009edition of Media &Entertainment Industry report ofFICCI and KPMG validates thesefacts and envisages the marketenvironment to become morechallenging for the media andentertainment sector. The samereport though, estimates themedia industry to grow at aCAGR of 12.5% between 2009-2013. This growth is estimated onthe back of favourabledemographic composition,strong long-term fundamentals ofthe Indian economy, low mediapenetration and low yet steadygrowth in advertising spends incomparison to developedeconomies.Print Media - Despite getting impacted byeconomic meltdown, the Indian print mediaindustry grew to Rs. 17,260 Crore in 2008, up7.6% from Rs. 16,040 Crore in 2007.Advertising revenues, constituting 66% ofoverall revenues, grew by 8% over theprevious year to Rs. 10,836 Crore in 2008.Circulation revenues have risen by 7.4%over the year to Rs. 6,430 Crore.

Indian print media is estimated to havegrown by a CAGR of 13.8% over the pastthree years, a growth rate which is stillhigher as compared to the single digit

growth witnessed in other nations. Theindustry is projected to grow at a CAGR of9% up to Rs. 26,600 Crore by 2013, supportedby strong underlying fundamentals such asgrowing literacy rate, emergence of localcentric businesses and a huge regionallangauge market.

Growth in advertising would be driven byincreasing advertising spends by emergingsectors like Organised Retail, Telecom andEducation. While advertising is related toeconomic growth in the country, thecirculation revenue is expected to grow

owing to structural growth-drivers likerising penetration, higher literacy levelsand improving affordability of the medium.Newspaper segment would continue todominate print media, constituting around92% of the total revenues of the sectorby 2013. Radio - The Radio Industry has grown toRs. 840 Crore in 2008, with a CAGR of 19.7%over a three-year period from 2006 to 2008.However, the size of the radio ad-industry,as a percentage of the total ad-industry inIndia is still at 4%, as against a globalaverage of approximately 8%. The growth is

expected to come throughincrease in the number of radiostations, further liberalizationof regulations as well asenhanced ability of the radiostations to sell their advertising

inventory. In addition, the ratio of local tonational advertisements in India is skewedin favour of national, contrary to globaltrends, indicating a large scope for growthin the local advertising segment.Internet Advertising - Internetadvertising has been the fastest growingmedium in the media Industry. It grew by59% to Rs. 620 Crore in 2008 as comparedto Rs. 390 Crore in 2007. Given thetrends of increased internet usage,internet advertising is projected to grow toRs. 2,140 Crore in 2013, at a CAGR of 28%.

Accordingly, the share of the internetadvertising too is projected to growfrom 1.06% in 2007 to 2.03% in 2013, ofthe overall advertising pie.

OutlookAdvertising revenues will continue tobe driver of growth for media industry.These had grown at a CAGR of 17.1%over the last three years and areestimated to grow at 12.4% for the nextfive years. Internet advertising isexpected to be fastest growing at 28%,followed by radio advertising at 14.2%,television advertising at 13.5% andprint advertising by 10%. With theincrease in the spending powerof population in smaller cities, theFICCI-KPMG report envisaged Tier-IIand Tier-III cities emerging asimportant growth centres.

Overall, India will continue to be anattractive market for media business owingto low ad-spend ratio, growing consumerclass, young population, low mediapenetration and increasing spending-power.However, media companies will be underpressure to change, innovate andre-examine their existing service offeringsand business models.

In the immediate future, focus onoperating margins, assessing opportunitiesfor consolidation and building on corestrengths seems to be the right approach formedia companies.

Operations ReviewHindustan Times - Sustainingleadership with increasingreadershipHindustan Times continued to maintain itsleadership position with No. 1 in Delhi NCR andsecond largest read English daily nationally. LatestIndian Readership Survey (IRS), Round 1, 2009validated its leadership position in Delhi NCR withthe average issue readership of 22.1 Lac. Mumbaiedition continued its upward trend of increasingreadership to 5.48 Lac, thereby reducing the gapwith competition. This is a reflection of successfulefforts put in to improve product and brandsalience. During the year, HT City and HT Café,entertainment supplements of Delhi and Mumbaieditions respectively, were relaunched with ayouthful style and structure. The new look, alongwith the innovative and exciting features of thesesupplements have been successful in creating astrong brand affinity among the youth, leading tosignificant improvement in overall brand salience.

During the year, the Company commencedprinting of Hindustan Times at Kanpur andDehradun, and is also undertaking trial-runs for itsstate-of-the-art printing facility in Mumbai, whichis expected to commence shortly. These newlaunches will provide further impetus to growthand are likely to convert into significant readershipgains in future.

Hindustan - the fastest growingHindi daily in the countryCompany's Hindi newspaper - Hindustan - is thecountry's third largest daily newspaper with strongpresence in Bihar, Jharkhand, UP, Uttarakhand andDelhi & NCR. Hindustan has become the fastestgrowing Hindi daily across the country, increasingits readership to 93 Lac as per IRS Round 1, 2009.This is a reflection of significant investments made by the Company in building brand salienceas well as expansion of its capacity acrossvarious geographies. The newspaper has a strong

No. 1 position in Bihar and Jharkhand and has beenmaking significant strides in UP, Uttarakhand andDelhi & NCR. During the year, the Companycommenced printing of Hindustan at Meerut,Allahabad and Dehradun, in order to achieve adeeper reach in key towns of UP and Uttarakhand.On the back of continued positive response fromnew launches, the Company intends to further growits presence in UP by launching new printingfacilities in two other key towns in the near future.This will enable HT Media to achieve operationalefficiencies and build a strong leadership positionacross the Indo-Gangetic belt.

Mint - established No. 2 businessdailyCompany's business daily - Mint, has establisheditself as the second largest business daily with anaverage issue readership of 1.75 Lac as per IRSRound 1, 2009, significantly ahead of its next closestcompetition in the cities of Delhi, NCR andMumbai.

Mint is currently present in Delhi, Mumbai,Bengaluru, Pune and Chandigarh. In order to getnational leverage and further strengthen itsposition in the business-news segment, theCompany has recently launched in Kolkata andplans to launch in Chennai in the near term.Launched in February 2007 in association with TheWall Street Journal, Mint is the first newspaper inIndia printed on Berliner format and commands apremium product image.

Fever 104 - Continuing to makestridesCompany's FM radio business - Fever 104 - with fourstations at Delhi, Mumbai, Bengaluru and Kolkata,has performed remarkably well during the year.Registering impressive revenue growth even in thebackdrop of a challenging economic environment,stiff competition in a multi-player market and in arelatively short span of 21/2 years since launch, the

business is poised to break even soon. Based on theRAM data for week 19 of 2009, it has acquired No. 1position in Mumbai and No. 2 position in Delhi andBengaluru respectively, in terms of listenership.

Fever 104 has consistently put the listener at theforefront of all programming and marketing efforts,continuously focusing on research, fine-tuning themusic product, giving listeners the music that theylike.

Online Ventures - Increasinguser-base, expanding portfolioSensing immense growth potential, HT Media hasbeen increasing its focus on the internet and mobilephone user segment. Its news portalswww.hindustantimes.com and www.livemint.comwere re-launched in FY 08 with significantimprovement in features and functionality. Thesenews portals continue to make strides in onlinenews segment with 25 million page views per monthfor hindustantimes.com and 8 million page viewsper month for livemint.com.

Apart from the news segment, other onlinebusinesses in the Company are conducted underFirefly e-Ventures Limited, a subsidiary ofHT Media Limited. Shine.Com, a complete careerportal, has earned a distinction of registering2.2 million candidates within its first year ofoperations. It has gained higher acceptability due toits patented matching technology combined withworld class design, salary benchmarking, privacy,anonymity protection and other career relatedcontent and tools that make this website unique inIndia.

Firefly’s DesiMartini.com, a social networkingwebsite, was completely revamped with new,intuitive and user-friendly design, fastertechnology, customisable user interface and moreinteractive web 2.0 applications. DesiMartini haswitnessed significant growth in number of users,page views and engagement following the productrevamp.

Events & Marketing Solutions -Driving brand salience andrevenuesEvents & Marketing Solutions business of theCompany continued to do well and staged manysuccessful events like Leadership Summit, Claritythrough Debate, Delhi Shopping Carnival and MissIndia Worldwide. This business has provided usefulboost to revenues in the form of sponsorships andin addition, has enormously improved the brandsalience of the Company. The Company willcontinue to expand its Marketing Solutionsbusiness with focus on "Bigger and Better"activities spanning the whole year.

Partnership for GrowthHT Media's "Partnership for Growth" initiativeenables the Company to partner with a prospectivegrowth companies. This initiative enables partnercompanies to free up their advertising cash flowsand drive their growth. In return, HT Media securesa committed stream of revenues for longer termand also gets an opportunity to participate in thevalue created by advertising.

The Company received an encouraging responsefrom the market, and revenue stream from thisinitiative has appreciably grown during the year.The Company has put in place strong mechanismsto identify and objectively evaluate potentialgrowth companies. In addition, the Company hasset up internal systems to periodically assess thefair value of the investments acquired, and takeappropriate measures to alleviate any potentialsignificant exposure to its financial statementsfrom an accounting perspective.

Foray into new venturesIn keeping with the Company's philosophy ofcontinuous self-renewal and discovery of newgrowth avenues, the Company has entered into ajoint venture German media group Burda to set upa third party publishing operations in India and tapgrowing media platforms in other Asian countries.The 51:49 joint venture leverages HT Media'sexpertise in printing and publishing and Burda'sinternational multimedia operations. It would alsoenable the Company to bring global best practices

Management Discussion and Analysis

THE FISCAL year 2008-09 witnessed one of the greatestdepressions since 1930s in the global markets which trickleddown to impact overall Indian economy and capital marketsas well.

Last few years of hyper growth led to a global surge in inflationand steep hike in commodities and oil prices creating acommodity bubble which was waiting to explode. Coupled withthis, slowdown in the US housing sector led to massive defaults bythe borrowers and a cascading effect which resulted in hugelosses in banking and financial sector. Losses in the banking andfinancial sector meant a serious decline in their capacity todisburse loans for various businesses and industries creating aliquidity/credit crunch. This presented a serious liquiditysituation for companies and banks alike, leading to lower growth.

Respondingto this severed e p r e s s i o nlike situation,governmentsand centralbanks acrossall majore c o n o m i e sswung intoaction.

The Indianeconomy too,was notisolated fromthe globalevents. Theeffects ofe c o n o m i cd e p r e s s i o nb e c a m e

evident in Indian economy in second half of FY 09. The GDPstarted declining quarter on quarter and demand started fallingacross sectors as liquidity tightened. The Government of Indiaand RBI initiated preventive measures including reducinginterest rates and other stimulus programs to inject liquidity andstabilize the financial system.

These measures, coupled with strong fundamentals of theeconomy, managed to arrest the impact to certain extent. Growthin rural areas continued to foster domestic consumption whichresulted in Indian economy registering an overall GDP growth of6.7% in FY 09, the second highest growth across the worldeconomies. Manufacturing, Services and Agriculture recordedrespective growth of 2.4%, 1.6% and 7.1%.

MIRRORING SLOWDOWNIndian Media Industry

A testing year for global economies [ ]

Source: CSO, Govt. of India

Source: 2009 edition of Media & Entertainment Industry report of FICCI-KPMG

Model of printing facility of HT Burda JV. Inset: Construction in progress at Greater Noida HT PHOTO

Meerut printing facility HT PHOTO Office of HT Media’s call centre HT PHOTO

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and technology to the printing side of its existingbusinesses and capture opportunities in thebooming high-end magazine and catalogue printingspace in India and the Asia-Pacific region.

Our subisidiary, HT Digital Media HoldingsLimited entered into a 65:35 joint venture with VeltiPLC in order to tap the world's fastest growingmobile market. The joint venture will delivermobile marketing and advertising servicesthroughout India. Velti is one of the world's leadingproviders of mobile advertising solutions. TheCompany expects to start providing these servicesby July 2009.

Going forward, HT Media would continue to focuson Internet and mobile in a big way, adding verticalsand improving offerings to its customers.

Review of FinancialPerformance Profit and Loss Account

Overall, the financial results for FY 09demonstrated the underlying strength of ourbusiness in a scenario of turmoil that is currentlywitnessed by the industry and economy at large.On the back of fundamental strengths of ourbusiness model, our outlook for FY 10 remainsoptimistic.

HT Media grew by 12% in terms of revenue forFY 09, despite testing times in the print mediaindustry and a challenging economic environment.

Ad revenues grew 11% following a price increasein September 2008 and increase in volume sharesespecially in Government and education category.The Company has outperformed the industrywhich witnessed a sharp decline in advertisingvolumes following the economic meltdown. Whilethe Company's ad revenues were adversely affectedby the decline in real estate, automobile andbanking & finance categories, it was able to offsetthe decline by gains in government, education,FMCG and travel categories. In sum, theunderlying strengths of the Company's corebrands have provided good resilience to the overallslowdown in ad revenues witnessed by the printindustry during the year.

Circulation revenue grew by 3% consequent toincrease in circulation and new launches and alsoimproved cover price realisation, especially inHT Mumbai and Mint.

However, interest income registered a decreaseduring the year as the Company has drawn downits investments to fund capital expenditure andworking capital requirements.

Raw material cost increased by 19%, adverselyimpacting HT Media's profitability for the year.This increase was a result of steep hike inimported and domestic newsprint prices anddepreciation in Rupee versus US Dollar furtherdampened profitability as a substantial proportionof the Company's total newsprint requirement isimported. The potential erosion in profitabilitywas contained to some extent on account ofoperational and production efficiencies, reducingpagination and wastages, yielding a net savings innewsprint cost by 19%.

Advertising and sales promotion expensesincreased by 25% primarily because of continuedinvestments for strengthening all the productbrands. The major spends were relaunch ofHT City and HT Café, entertainment supplementsof Delhi and Mumbai editions of HindustanTimes; and the relaunch of 'Hindustan'. Salespromotion expenses also increased due to newlaunches in the UP belt following launch ofprinting facilities in key cities.

Employee costs increased by 16% in line with theCompany's expansion plans and in keeping withthe Company's efforts to retain and attract aquality talent pool.

Other expenses increased by 17% primarilybecause of losses due to currency movements andincreased overheads in line with the Company'sexpansion plans.

As a result, EBITDA (Profit before interest, tax,depreciation/amortization and exceptional items)for the year fell by 17% and margin reduced from22% last year to 16% in the current year.

Depreciation increased by 23%, primarilyreflecting the investment in new printing presses,office infrastructure and other equipments in linewith Company's expansion plans.

Financial expenses increased sharply by 79%owing to a high interest rate regime and additionalfunding requirements consequent to capitalexpenditure and increase in working capitalrequirements.

Exceptional items for the current year reflectsconsultancy charges for drawing up of strategicplans for new areas of business and provision fordiminution in value of long term investments

As a result, Profit After Tax reduced by 41%

leading to corresponding reduction in EPS.Fixed AssetsGross block as at 31st March 2009 has increased toRs. 793 Crore as compared to Rs. 570 Crore as at31st March 2008. Additions to gross block includeacquisition of radio business pursuant to Scheme ofArrangement and Restructuring, commencement ofnew presses for expansion of Hindustan and Mint,and other infrastructure investments.

Capital work in progress as at 31st March 2009has increased to Rs. 178 Crore as compared toRs. 47 Crore as at 31st March 2008. This increase incapital work-in-progress is primarily attributed tonew printing press in Mumbai which is expected tobe operational by July 2009.

InvestmentsInvestments as at 31st March 2009 has decreased toRs. 406 Crore as compared to Rs. 457 Crore as at31st March 2008. This is primarily due to acquisitionof radio business and consequent write off ofinvestments in radio business pursuant to Schemeof Arrangement and Restructuring. This decline isoffset to a certain extent by new investments madeunder 'Partnership for Growth' model.

Sundry DebtorsDebtors have increased to Rs. 235 Crore as at31st March 2009, as compared to Rs. 198 Crore as at31st March 2008. This represents an outstanding of65 days and 60 days of revenues for the respectiveyears. The increase is primarily on account ofincreased government spending on advertisementshaving a longer realization period during the lastquarter of FY 09.

Human ResourceDevelopmentAs a leading Indian media conglomerate, we aredriven by the collective intellectual prowess of ourHuman Resource, the most critical asset thatprovides us the decisive edge. With best-in-industryHR practices in recruitment and on-job training,HT Media continued to improve its HR prowessthrough the entire year.

A well designed employee orientation andinduction program helps new recruits develop anin-depth understanding of the Organisation Values.Engagement with the organization is sustainedthrough open, transparent HR processes andpolicies, engagement initiatives likecommunication forums and participative groupactivities.

The Company has a philosophy of performancebased rewards backed by a well establishedmulti-tier employee performance appraisal system.The ‘STAR Awards’ dedicated to outstandingperformance living the company’s values, enteredits third year and was received with great

enthusiasm.The manpower strength as on 31st March 2009 was

3391, with average age of 35 years and a healthygender ratio. Collectively our HR pool displaysdiverse talent and a high level of competency.

Risk Management& Internal ControlsThe Company has adequate internal controlsystems in place commensurate with the size andnature of operations which ensure:

Accuracy and timeliness of financial reportingProtection and enhancement of assets andcompany imageCompliance to legal and statutory requirementsContribution to more efficient use/allocation ofcapital and resources within the organization.

The company has an internal audit program for theyear which carries out risk focused audits acrossbusiness units, thereby enabling identification ofrisk areas and making recommendations formitigation of these risks. Post audit checks arecarried out to ensure that the identified risks havebeen mitigated. The Audit Committee reviews theinternal audit reports periodically and takescorrective action as and when necessary. During theyear, the Company mapped a number of businessprocesses onto SAP, thereby leading to significantlyimproved controls and transparency.

The Company also has a robust and exhaustivebudgetary control and performance managementsystem, to monitor the progress on realization ofbusiness objectives on an ongoing basis.

Future OutlookThe media industry witnessed testing times withthe global economic slowdown affecting advertisingrevenues and liquidity crunch and the consequentlack of access to funds impeding capacityexpansion plans of most players. The dynamics ofthe industry are changing and the media universe isincreasingly becoming more complex, specializedand fragmented. This trend is likely to continue forsome time and therefore, the Company is likely tocontinue to face competition in the future.

HT Media has demonstrated its ability towithstand the challenges posed by the currentenvironment and has emerged a strong playergaining shares on the back of a strong core businessand dynamic new ventures. The Company has alarge and rich portfolio of offerings for its audience,including advertisers - be it the mainstream andbusiness newspapers that carry impactful,entertaining and unbiased news content; FM Radiothat strikes a cord with its listeners providingsoulful entertainment throughout the day;best-in-class online offerings in the arenas of newscontent, social networking, classified advertisingand career platforms; and Events & Marketingsolutions that offer a range of innovative events andcustomized activation platforms. The Company hasmade significant investments behind existing andnew businesses - constantly upgrading andexpanding capacity, re-inventing and creatingbrands, enriching its talent pool, venturing intofruitful alliances and sowing & nurturing the seedsof future growth. All these initiatives have held theCompany in good stead in tough times and willcontinue to do so in future with greater momentum,paying rich dividends as the Company's growthtrajectory reaches newer heights. HT Media aims toachieve leadership in the Indian media industry, bystriking a balance between growth and profitability,and believes it is geared to achieve that target giventhe underlying strengths that the businesses havedemonstrated.

Cautionary StatementCertain statements in this Annual Report may be forward-looking statements. Such forward-looking statements aresubject to certain risks and uncertainties like regulatorychanges, local political or economic developments,technological risks, and many other factors that couldcause our actual results to differ materially from thosecontemplated by the relevant forward looking statements.HT Media Limited will not, be in any way, responsible forany action taken based on such statements and undertakesno obligation to publicly update these forward - lookingstatements to reflect subsequent events or circumstances.

Greater Noida printing facility HT PHOTO

Team HT celebrating Holi festival HT PHOTO

Allahabad printing facility HT PHOTO

7

CORPORATE GOVERNANCE is in the public eye now, as neverbefore. Alongside, the economy faces its most challenging moments.In these turbulent times, your Company has moved ahead on thepath of sustainable value creation, with balanced care of theinternal and external stakeholders.

As a responsible media corporate, we endeavour to serve thesocietal interests while meeting our business objectives, on thefoundation of Trusteeship and Accountability.

BOARD OF DIRECTORSComposition of the Board The Company has a balanced Board of Directors, comprising ofExecutive and Non-executive Directors. The Directors of yourCompany are eminent professionals drawn from diverse fields. Thecomposition of the Board of Directors is as follows:

None of the Non-executive Directors of the Company hold anyshares/convertible instruments in the Company.

In accordance with the requirements of Clause 49 of the ListingAgreement of Stock Exchanges (Clause 49), more than one-half ofthe Board of Directors comprises of Non-executive Directors andIndependent Directors.

Directors' attendance record and directorshipsheldDuring the financial year ended on 31st March, 2009, sevenBoard meetings were held on 16th May, 2008, 31st July, 2008,18th September, 2008, 3rd October, 2008, 20th October, 2008,28th November, 2008 and 20th January, 2009.

Attendance record of the Directors at the above Board Meetingsand at the last Annual General Meeting (AGM) alongwith thenumber of other Directorships/Committee positions held by themin Indian public limited companies, are as follows:

As stipulated by Clause 49, none of the Directors was a member ofmore than 10 committees or Chairman of more than5 committees across all companies in which he/she is a director.

Information supplied to the BoardThe Directors of the Company are provided with all the informationand details required for taking informed decisions at the Boardmeetings, which generally form part of the agenda paperscirculated well in advance of the meeting. In cases where it is notpracticable to enclose document(s) with the agenda papers, the sameare circulated before the meeting/placed at the meeting.

The information provided to the Board covers the itemsmentioned in Annexure - IA to Clause 49. The Board alsoperiodically reviews the compliance reports of all laws applicable tothe Company.

Details of remuneration paid to DirectorsNo remuneration was paid to Non-executive Directors during thefinancial year ended on 31st March, 2009, except sitting fees@ Rs.15,000/- per meeting, for attending meetings of theBoard/Committee(s) thereof, the details of which are as under:

The Chairperson & Editorial Director and the Whole-timeDirectors have been appointed for a period of five years from theirrespective dates of appointment. The details of remuneration paidto the Chairperson & Editorial Director and the Whole-timeDirectors for the financial year ended on 31st March, 2009, are asunder:

Notes:(1) Retirement benefits include contribution to Provident Fund(2) The Chairperson & Editorial Director and the Whole-time

Directors have neither been paid any performance linkedincentives nor have any stock options been granted to them.

(3) Perquisites include gas, water & electricity, car, telephone, medicalreimbursements, club fee etc., calculated as per Income Tax rules.

(4) Remuneration excludes provision for leave encashment andgratuity.

(5) There is no separate provision for payment of severance fees.(6) With effect from 1st February, 2009, the Chairperson & Editorial

Director and the Whole -time Directors are voluntarily drawing alower basic salary of Rs. 5 Lac p.m. and Rs. 3 Lac p.m. respectively(as against Rs. 10 Lac p.m. and Rs. 5 Lac p.m., respectively,approved by the Board and Shareholders) alongwith acorresponding revision in other components of their remunerationpackage linked to basic salary.

During the year under review, none of the Non-executive Directorshad any pecuniary relationship or transactions vis-à-vis the Company,other than payment of sitting fee as mentioned above.

BOARD COMMITTEESThere are six permanent committees of the Board of Directorswhich have been delegated requisite powers to discharge theirrespective functions and they meet as often as required.These committees are: (a) Audit Committee;(b) Investors' Grievance Committee;(c) Committee of Directors constituted pursuant to Clause 41 of

Listing Agreement;(d) Compensation Committee;(e) Banking and Finance Committee; and(f) Investment Committee.

The role and composition of the above committees, including thenumber of meetings held during the financial year ended on31st March, 2009 and attendance of Directors thereat, are givenhereunder.

(a) Audit CommitteeThe Audit Committee of the Board has been constituted inaccordance with the requirements prescribed under Section 292A ofthe Companies Act, 1956 and Clause 49.

During the financial year ended on 31st March, 2009, five meetingsof the Audit Committee were held on 15th May, 2008,31st July, 2008, 20th October, 2008, 20th January, 2009 and3rd March, 2009. The composition of Audit Committee andattendance of Directors at the above meetings is as follows:

The Chairman of the Audit Committee is an IndependentDirector and a Chartered Accountant by qualification. All themembers of the Audit Committee are financially literate.

The Chief Executive Officer, Chief Financial Officer, InternalAuditor and the Statutory Auditors are invitees to the meetings ofAudit Committee. The Company Secretary acts as the Secretary tothe Committee.

The role of the Audit Committee includes the matters stated inClause 49 (II) (D) of Listing Agreement.

(b) Investors' Grievance CommitteeThe Investors' Grievance Committee of the Board has been constitutedin accordance with Clause 49 to supervise and look into the redressalof investor requests/complaints pertaining to transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends etc.

During the financial year ended on 31st March, 2009, five meetings

of the Investors' Grievance Committee were held on 5th April, 2008,11th July, 2008, 3rd October, 2008, 17th November, 2008 and 5th January, 2009.The composition of Investors' Grievance Committee and attendance ofDirectors at the above meetings is as follows:

Shri Dinesh Mittal, Vice President - Legal, Tax and CompanySecretary is the Compliance Officer of the Company.

During the year, 114 investor queries/complaints were received,all of which were redressed/replied to the satisfaction of theinvestors. There were no outstanding investor complaints as on31st March, 2009. The status on reply/ redressal of investors'complaints is also reported to the Board of Directors from time totime.

(c) Committee of Directors constituted pursuantto Clause 41 of Listing Agreement

This Committee has been constituted in accordance withClause 41 to approve/take on record the quarterly financial resultsof the Company from time to time.

During the financial year ended on 31st March, 2009, no meeting ofthe Committee was held. The composition of the Committee is asfollows:

The Chief Executive Officer and the Chief Financial Officer arepermanent invitees to all the meetings of the Committee, and theCompany Secretary acts as the Secretary to the Committee.

(d) Compensation CommitteeThe Compensation Committee of the Board is responsible foradministration and superintendence of the “HTML Employee StockOption Scheme”.

During the year, the Compensation Committee met two times on30th September, 2008 and 5th January, 2009. The composition ofCompensation Committee and attendance of the Directors at theabove meetings is as follows:

The Compensation Committee broadly, oversees the followingfunctions: (a) Formulate criteria for grant of Options;(b) Recommend/decide Eligible Employees who may be granted

Options;(c) Determination of the quantum of options to be granted under

HTML ESOS to the Eligible Employees and the Exercise Price;(d) Decide suitable course of action in case of a willful violation of

the code of conduct, if any, by any Eligible Employee;(e) In the event of any corporate actions, take any action necessary

to make fair and reasonable adjustments to the number ofOptions and/or to the Exercise Price so that the total value of theESOS remains the same; and

(f) Frame suitable policies and systems to ensure that there is noviolation of:(i) Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992; and(ii) Securities and Exchange Board of India (Prohibition of

Fraudulent and Unfair Trade Practices relating to theSecurities Market) Regulations, 1995.

(e) Banking and Finance CommitteeThe Banking and Finance Committee of the Board has been entrustedwith functions relating to banking and finance matters of theCompany.

During the year, the Banking and Finance Committee met seventimes on 16th May, 2008, 16th June, 2008, 11th July, 2008, 6th August, 2008,18th September, 2008, 5th January, 2009 and 12th February, 2009. Thecomposition of Banking and Finance Committee and attendance ofthe Directors at the above meetings is as follows:

The Company Secretary acts as the Secretary to the Committee.

(f) Investment CommitteeThe Investment Committee is entrusted with functions as set outbelow:-(a) recommending to the Board for approval, proposal(s) of

prospective advertiser(s), body corporate(s), to invest in theequity capital of such body corporate(s);

(b) approving proposal(s) of prospective advertiser(s) toacquire movable/immovable property(ies) owned/developed/manufactured by such advertisers;

(c) approving proposal(s) of sale of movable/immovableproperty(ies) acquired from advertiser(s)/ prospectiveadvertiser(s); and

(d) approving proposal(s) of sale of investments held in the equityshares, convertible instruments, debentures or any othersecurites of the advertiser(s)/prospective advertisercompany(ies).

During the year, the Investment Committee met three times on16th May, 2008, 24th July, 2008 and 24th September, 2008. Thecomposition of Investment Committee and attendance of the

* Inducted in the Committee w.e.f. 19th September, 2008 in place of Shri Ajay Relan# Ceased to be Director and member of the Committee w.e.f. 19th September, 2008

REPORT ON CORPORATE GOVERNANCE

Sl.No.

1.

2.

3.

4.

5.

6.

7.

8.

9.

Category

PG

PG

Ind.

Ind.

Ind.

Ind.

Ind.

PG

PG

Name of theDirector

Late Dr. K. K.Birla1

Smt. ShobhanaBhartia2

Shri RogerGreville3

Shri K.N. Memani

Shri Y.C.Deveshwar

Shri N.K. Singh

Shri Ajay Relan4

Shri PriyavratBhartia

Shri ShamitBhartia

Disclosure ofrelationshipsbetween Directorsinter-se

Father of Smt.Shobhana Bhartia

Grandfather of ShriPriyavrat Bhartiaand Shri ShamitBhartia

Daughter of LateDr. K.K. Birla

Mother of ShriPriyavrat Bhartiaand Shri ShamitBhartia

—

—

—

—

—

Designation

Chairman(Non-Executive)[up to 30.08.08]

Chairperson & EditorialDirector[w.e.f. 18.09.08]

Non-executiveDirector

Non-executiveDirector

Non-executiveDirector

Non-executiveDirector

Non-executiveDirector

Whole-timeDirector

Whole-timeDirector

Name of theDirector

Attendanceat the last

AGM held on01.08.2008

No. of otherDirectorships

held

Chairman Member

Name of the Director

Late Dr. K.K. BirlaShri Roger Greville +Shri K.N. MemaniShri Y.C. Deveshwar +Shri N.K. SinghShri Ajay Relan +

Sitting fees (Rs.)

NilNil

1,80,000Nil

3,00,000Nil

+ These Directors have voluntarily opted not to accept any sitting fee

Name of the Director

Shri K.N. Memani

Shri Y.C.Deveshwar*

Shri N.K. Singh

Shri Ajay Relan#

Shri Shamit Bhartia

Position in theCommittee

Chairman

Member

Member

Member

Member

No. of meetingsattended

5

2

4

1

4

* Inducted in the Committee w.e.f. 19th September, 2008 in place of Shri Ajay Relan# Ceased to be Director and member of the Committee w.e.f. 19th September,2008

Name of the Director

Shri N.K.Singh*

Shri Ajay Relan#

Shri Priyavrat Bhartia

Shri Shamit Bhartia

* Inducted in the Committee w.e.f. 19th September, 2008 in place of Shri Ajay Relan# Ceased to be Director and member of the Committee w.e.f. 19th September,2008

Salary &Allowances

156.8067.1067.10

Perquisites

1.922.680.31

Position in theCommittee

Chairperson

Member

Member

Member

Member

Member

Name of the Director

Smt. Shobhana Bhartia

Shri Roger Greville*

Shri K.N. Memani

Shri N.K. Singh

Shri Ajay Relan#

Shri Shamit Bhartia

Grandson of LateDr. K.K. Birla

Son of Smt.Shobhana Bhartia

Brother of ShriShamit Bhartia

Grandson of LateDr. K.K. Birla

Son of Smt.Shobhana Bhartia

Brother of Shri PriyavratBhartia

Late Dr. K.K.Birla

Smt. ShobhanaBhartia

Shri RogerGreville

Shri K.N.Memani

Shri Y.C.Deveshwar

Shri N.K. Singh

Shri Ajay Relan

Shri PriyavratBhartia

Shri ShamitBhartia

No. of BoardmeetingsattendedduringFY 09

Nil

6

4

7

1

6

2

5

6

No

No

No

Yes

No

No

Yes

No

No

N.A

14

—

9

2

—

N.A.

11

8

N.A

2

—

3

—

—

N.A.

—

1

N.A

—

—

1

—

—

N.A.

4

1

Name of the Director

Smt. Shobhana BhartiaShri Priyavrat BhartiaShri Shamit Bhartia

Retirementbenefits

11.765.825.82

(Rs. in Lac)

Position in the Committee

Chairman (w.e.f. 19.09.08)

Chairman (upto 19.09.08)

Member

Member

No. of meetingsattended

2

2

5

5

Name of the Director

Smt. Shobhana Bhartia

Shri K.N. Memani

Shri N.K. Singh

Position in theCommittee

Chairperson

Member

Member

No. of meetingsattended

2

Nil

2

N.A denotes not applicable, as ceased to be Director at the end of the year

1. Dr. K .K. Birla passed away on 30th August, 20082. Managing Director under the Companies Act, 19563. Ceased to be Nominee Director w.e.f. 31st July, 2008. Re-inducted as

Independent Director w.e.f. 13th August, 20084. Ceased to be Director w.e.f. 19th September,2008PG Promoter Group Ind. Independent Director

Name of the Director

Smt. Shobhana Bhartia

Shri N.K. Singh

Shri Shamit Bhartia

Position in theCommittee

Chairperson

Member

Member

No. of meetingsattended

7

6

7

Committee positionsheld in

other companies

8

Directors at the above meetings is as follows:

A nominee of HPC (Mauritius) Limited is a permanent invitee tothe meetings of the Committee and other senior Officer(s) of theCompany also participate in the meeting(s), as and when required.The Company Secretary acts as the Secretary to the Committee.

GENERAL BODY MEETINGSDetails of date, time and venue of the last three Annual GeneralMeetings are as under:

Postal BallotDuring the year under review, the members of the Companyapproved the following resolutions by way of Postal Ballot, theresults whereof were declared on 11th July, 2008:

Thus, the shareholders approved all the above resolutions withoverwhelming majority.Shri N.C. Khanna, Company Secretary-in-practice was appointedas Scrutinizer for conducting the abovementioned postal ballotexercise.

The Postal Ballot process was conducted in accordance withSection 192 A of the Companies Act, 1956, read with Companies(Passing of the Resolution by Postal Ballot) Rules, 2001.

No Special Resolution is proposed at the ensuing AnnualGeneral Meeting, which requires to be passed through Postal Ballotprocess.

DISCLOSURESDuring the financial year ended on 31st March, 2009, there wereno materially significant transactions with related partiesviz. promoters, relatives, or the management, subsidiaries etc.that may have a potential conflict with the interest of theCompany at large. The required disclosures on related parties andtransactions with them, is appearing in Note no. 14 of Schedule 22 ofthe Accounts. The required disclosure in regard to qualification madeby the Auditors on the accounts of Subsidiary Company Firefly e-Ventures Limited and Joint Venture Company viz.,Metropolitan Media Company Private Limited regarding Deferred TaxAssets; and also the response of the management thereto, is appearing

in Note no. 12 of Schedule 25 of the Consolidated Financial Statements.No penalty or stricture was imposed on the Company by

any stock exchange, SEBI or any statutory authority onaccount of non-compliance by the Company on any matter related tocapital markets, during the last three years.

The CEO/CFO certificate in terms of Clause 49(V) has beenplaced before the Board. The Company is complying withall mandatory requirements of Clause 49. The Company is in theprocess of complying with the non-mandatory requirements ofListing Agreement on Corporate Governance.

Code of Conduct for Directors and KeyManagerial PersonnelIn terms of the requirements of Clause 49, a "Code of Conduct forDirectors and Key Managerial Personnel" (the "Code") governingthe conduct of Directors and Key Managerial Personnel of theCompany, is hosted on the website of the Company i.e.,www.htmedia.in.

The Directors and Key Managerial Personnel are responsible forand are committed to setting the standards of conduct contained inthe Code and have affirmed compliance of this Code. Further, adeclaration of Chairperson & Editorial Director regardingcompliance of the Code is appearing at the end of this report.

Code of Conduct for Prevention of InsiderTradingIn terms of the requirement of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 1992, a "Code ofConduct for Prevention of Insider Trading"(Insider Code)is posted onthe intranet of the Company for compliance by the designatedemployees. The purpose of the Insider Code is to prevent misuse ofunpublished price sensitive information for individual benefit, bythose who have access to such information by virtue of theiremployment or association with the Company. The Insider Code wasamended on 20th January, 2009 to reflect the amendments to the SEBIRegulations.

MEANS OF COMMUNICATIONThe quarterly and annual financial results of the Company arepublished in 'Hindustan Times' (English), 'Mint' (English Businessnewspaper) and 'Hindustan' (Hindi). The financial results are alsodisplayed on the website of the Company, i.e., www.htmedia.in.The Investor section on the website hosts other usefulinvestor information viz. Shareholding Pattern, Press Releaseand presentation made to Financial Analysts etc. In a recentinitiative, financial results are being forwarded to the investors bye-mail, wherever the e-mail i.d.(s) are available. Investors desirousto avail this service are requested to provide their e-mail i.d. tothe Company.

Management Discussion and Analysis covering the operations ofthe Company forms part of the Annual Report.

GENERAL SHAREHOLDER INFORMATION7th Annual General MeetingDay, Date & Time: Friday, 31st July, 2009 at 11.30A.M.Venue: FICCI Golden Jubilee Auditorium

Tansen MargNew Delhi - 110001

Name of the Director

Smt. Shobhana Bhartia

Shri N.K.Singh*

Shri Ajay Relan#

Shri Priyavrat Bhartia

Shri Shamit Bhartia

No. of meetingsattended

Nil

Nil

2

3

3

Position in theCommittee

Chairperson

Member

Member

Member

Member

* Inducted in the Committee w.e.f. 19th September, 2008 in place of Shri Ajay Relan# Ceased to be Director and member of the Committee w.e.f. 19th September, 2008

2nd August, 2006at 10.00 a.m.

Talkatora IndoorStadium Talkatora Garden,New Delhi

Approval ofappointmentand revision inremuneration ofShri PriyavratBhartia, Whole-time Director

Approval ofchange in termsof appointmentand revision inremuneration ofSmt. ShobhanaBhartia, Vice-Chairperson &Editorial Director

Approval ofrevision inremuneration ofShri ShamitBhartia, Whole-time Director

4th August, 2007at 11.00 a.m.

1st August, 2008

at 11.30 a.m.

FICCI Golden JubileeAuditorium, Tansen Marg,New Delhi

FICCI GoldenJubilee AuditoriumTansen Marg,New Delhi

No SpecialResolution passed

Ordinary Resolution formortgage, hypothecationand/or otherwise chargei m m o v a b l e / m o v a b l eproperties of the Company infavour of banks/financialinstitutions etc

Special Resolution for re-classfication of AuthorisedShare Capital and consequentalteration in Capital Clause ofMemorandum of Associationof the Company

Special Resolution foralteration in Objects Clause ofMemorandum of Associationof the Company.

Special Resolution foralteration in the Articles ofAssociation of the Company

615

618

622

617

a)

b)

c)

d)

19,72,26,353(99.9993%)

19,72,27,221(99.9995%)

19,72,27,076(99.9994%)

19,72,26,591(99.9992%)

1,285(0.0007%)

905(0.0005%)

1,092(0.0006%)

1,497(0.0008%)

Particulars of Resolution Sl.No.

No. ofvalidBallotpapers

received

Votes (%) cast in favour

Votes (%)cast

against

Re-appointment of Smt.Shobhana Bhartia, asVice-Chairperson andEditorial Director of theCompany and change interms of appointment.

Re-appointment of ShriShamit Bhartia, asWhole- time Director ofthe Company and changein terms of appointment.

To approve revision in theremuneration payable toShri Priyavrat BhartiaWhole-time Director ofthe Company.

Date &Time

Venue

SpecialResolutionpassed

9

Financial year 1st April of each year to 31st March of next year

Financial Calendar (Tentative)

Book ClosureThe Book Closure period for the purpose of payment of dividend forthe financial year 2008-09 is from Friday, the 24th July, 2009 to Friday,the 31st July, 2009 (both days inclusive).

Dividend Payment Date (Tentative)The Board of Directors of the Company have recommendedpayment of dividend @ Re. 0.30 per Equity Share of Rs. 2/- each i.e,15% on the Equity Shares for the financial year ended on 31st March, 2009, subject to the approval of the shareholders at theensuing Annual General Meeting. The dividend, if approved, shallbe paid on or after 3rd August, 2009.

Listing of Equity Shares on Stock Exchanges and Stock CodesThe Equity Shares of the Company are listed on the following StockExchanges:

The annual listing fee for the financial year 2009-10 has been paid toboth BSE and NSE.The ISIN of the Equity Shares of the Company is 'INE501G01024'.

Stock Price Data

Performance in comparison to broad-basedindices

Registrar and Share Transfer AgentKarvy Computershare Private LimitedUnit: HT Media LimitedPlot Nos. 17-24, Vittal Rao NagarMadhapurHyderabad - 500 081

Phone : 040 - 2342 0815 - 20Fax : 040 - 2342 0814E-mail : mailmanager@karvy.comWebsite : www.karvy.com

Share Transfer SystemAll requests for transfer of shares in physical form are processedand the duly transferred share certificates are returned to thetransferee within the time prescribed by law in the said behalf,subject to the share transfer documents being valid and complete inall respects.

The Board has authorized the Investors' Grievance Committee tosub-delegate its powers to the Officers of the Company for promptredressal of investor requests/complaints.

As required under Clause 47 (c) of Listing Agreement of StockExchanges, the Company obtains a certificate on half-yearly basisfrom a Company Secretary-in-practice, regarding share transferformalities, copy of which is filed with the Stock Exchanges.

Distribution of Shareholding by size as on31st March, 2009

Category of shareholders as on 31st March, 2009(both physical and demat form)

Dematerialization of shares and liquidity as on31st March, 2009

Details of uncredited shares since inceptioni.e. IPO

Number of outstanding GDRs/ADRs/Warrants orany convertible instrumentsNo GDRs/ADRs/Warrants or any convertible instruments havebeen issued by the Company.

Plant Locations (as on 31st March, 2009)

Company registration detailsThe Company is registered in the National Capital Territory ofDelhi, India. The Corporate Identity Number (CIN) allotted to theCompany by the Ministry of Corporate Affairs (MCA) isL22121DL2002PLC117874.

Address for correspondence

Company SecretaryHT Media LimitedHindustan Times House (2nd Floor)18-20, Kasturba Gandhi Marg, New Delhi -110 001Tel : + 91 - 11 - 6656 1608Fax : + 91 - 11 - 6656 1445Web site : www.htmedia.in

In terms of Clause 47 (f) of the Listing Agreement of StockExchanges, investors may please use the following exclusive e-mail Id. for redressal of Investor requests/complaints:

E-mail : investor@hindustantimes.com Compliance Officer : Shri Dinesh Mittal, Company SecretaryTel. No. : + 91 11 6656 1608

ComplianceA certificate dated 18th May, 2009 of Shri Arun Kumar Soni,Company Secretary-in-practice, regarding compliance ofconditions of 'Corporate Governance' as stipulated under Clause 49, is annexed to the Directors' Report.

Other Useful Informamation(1) Payment of dividend

Shareholders may kindly note the following:(a) Electronic Clearing Service (ECS) facilityShareholders holding shares in electronic form and desirousof availing ECS facility, are requested to ensure that theircorrect bank details alongwith 9 digit MICR code of the bank isnoted in the records of the Depository Participant (DP).Shareholders holding shares in physical form may pleasecontact the R&T Agent.(b) Payment by Dividend WarrantsIn order to prevent fraudulent encashment of dividendwarrants, holders of shares in demat form and physical form,are requested to provide their correct bank account details, tothe DP and R&T Agent respectively.The R&T Agent and/or the Company will not entertainrequests for noting of change of address/bank details/ECSMandate in case of shares held in demat form.

(2) Unclaimed / Unpaid Dividend Members, who have not received/encashed their dividendwarrant(s) for the financial years 2005-06, 2006-07 and 2007-08,may approach the R&T Agent and/or the Company for paymentof such unpaid dividend.

(3) Nomination facilityIn terms of Section 109A of the Companies Act, 1956,shareholders holding shares in demat and physical form, mayin their own interest, register their nomination with the DPand R&T Agent, respectively.

Declaration of compliance with ‘Code of Conductfor Directors and Key Managerial Personnel’ ofthe Company

I, Shobhana Bhartia, Chairperson & Editorial Director of theCompany, do hereby confirm that all the Board members and theKey Managerial Personnel of the Company have complied with the‘Code of Conduct for Directors and Key Managerial Personnel’,during the financial year 2008 - 09.

This declaration is based on and is in pursuance of the individualaffirmations receieved in writing from the Board members and theKey Managerial Personnel of the Company.

(SHOBHANA BHARTIA)Chairperson & Editorial Director

Date: 30th April, 2009Place: New Delhi

Apr. '08

May'08

Jun. '08

Jul. '08

Aug. '08

Sep. '08

Oct. '08

Nov.'08

Dec. '08

Jan. '09

Feb. '09

Mar. '09

174.95

151.90

133.00

123.25

125.00

143.85

116.00

80.00

89.00

75.95

72.00

65.00

140.00

123.40

92.30

92.00

107.00

92.00

60.20

58.20

59.50

48.50

49.00

35.60

17480.74

17735.70

16632.72

15130.09

15579.78

15107.01

13203.86

10945.41

10188.54

10469.72

9724.87

10127.09

15297.96

16196.02

13405.54

12514.02

14002.43

12153.55

7697.39

8316.39

8467.43

8631.60

8619.22

8047.17

Month

Apr. '08

May'08

Jun. '08

Jul. '08

Aug. '08

Sep. '08

Oct. '08

Nov.'08

Dec. '08

Jan. '09

Feb. '09

Mar. '09

BSEHT Media Sensex

High (in Rs.) Low (in Rs.) High Low

Month NSEHT Media S&P SNX NIFTY

High (in Rs.) Low (in Rs.) High Low

175.00

150.00

133.20

119.00

125.00

144.40

114.85

88.65

94.00

76.90

70.00

65.00

140.00

124.25

93.00

92.05

108.10

92.50

63.00

57.20

59.05

48.65

49.10

36.10

5230.75

5298.85

4908.80

4539.45

4649.85

4558.00

4000.50

3240.55

3110.45

3147.20

2969.75

3123.35

4628.75

4801.90

4021.70

3790.20

4201.85

3715.05

2252.75

2502.90

2570.70

2661.65

2677.55

2539.45

No. of EquityShares held

No. ofShareholders

% of total no. ofShareholders

No. of sharesheld

% of total no.Shares

Upto 1000

1001- 5000

5001 - 10000

10001 & above

TOTAL

24198

212

35

55

24500

98.77%

0.87%

0.14%

0.22%

100.00%

2114597

464311

236865

231436032

234251805

0.90%

0.20%

0.10%

98.80%

100.00%

Category No. of shares held % of Shareholding

Promoters

Banks/Financial Institutionsand Insurance Companies

Foreign Institutional Investors (FIIs)

Mutual Funds

Non-residents

Bodies Corporate

Public

TOTAL

161007860

1402079

36077236

29279317

267682

502139

5715492

234251805

68.73%

0.60%

15.40%

12.50%

0.11%

0.22%

2.44%

100.00%

Category Shares held % of Shareholding

Shares held in Demat form

Shares held in Physical form

TOTAL

234225565

26240

234251805

99.99%

0.01%

100.00%

Year Opening Balance atthe beginning of FY

Cases disposed offduring relevant FY

Closing Balance at the end of FY

No. ofCases

No.ofShares

No. ofCases

No. ofShares

No. ofCases

No. ofShares

2005-06

2006-07

2007-08

2008-09

2003

49

9

13

38009

1162

765

1030

2115

112

63

54

44716

6707

5545

4780

112

63

54

41

6707

5545

4780

3750

City Address City Address

BHOPAL(Franchiseelocation)

BHAGALPUR(Franchiseelocation)

DEHRADUN(Own Location)

DHANBAD(Own Location)

GREATERNOIDA(Own Location)

JALLANDHAR(Own Location)

JAMSHEDPUR(Own Location)

KANPUR(Own Location)

F-14 Industrial EstateGovindpuraBhopal- 462023

Lower Nath NagarRoad, ParbattiBhagalpur- 812002

E3,E4, SelaquiIndustrial Area,UPSIDC,Dehradun- 248197

Bhela TandDhayia, P.O.- ISMDhanbad- 826004

Plot No. 08,Udyog ViharGreater NoidaGautam Budh Nagar201306

B- 21A, Focal PointExtensionJallandhar- 140004

NH-33, Kumkum TolaMango,Jamshedpur-831001

D-9, Site-3Panki Industrial AreaKanpur- 208022

MUMBAI(Own Location)

MOHALI(Own Location)

MUZAFFARPUR(Franchiseelocation)

NOIDA(Own Location)

PATNA (throughsubsidiarycompany)

RANCHI(throughsubsidiarycompany)

VARANASI(Franchiseelocation)

Plot No. 6, TTC MIDCIndustrial AreaDighe, Thane-Belapur Road,Navi Mumbai-400708

C-164-165,Phase VIII BIndustrial Focal PointMohali- 160059

N.H.No.28, SadatpurNear Sudha DairyMuzaffarpur- 843108

B-02, Sector-63,Noida- 201307

Budh MargPatna- 800001

7, Kokar IndustrialAreaRanchi- 834001

G.T. Road, Govindpur,Rohania Varanasi- 221001

End July, 2009

End October, 2009

End January, 2010

End May, 2010

End August, 2010

Results for quarter ending 30th June, 2009

Results for quarter/half-year ending 30th September, 2009

Results for quarter ending 31st December, 2009

Results for year ending 31st March, 2010

8th Annual General Meeting (i.e., next year)

Stock Code

532662

HTMEDIA

Name of the Stock Exchange

Bombay Stock Exchange Limited (BSE)Phiroze Jeejeebhoy Towers,Dalal Street, MUMBAI - 400 001

National Stock Exchange of India Limited (NSE)Exchange Plaza, Plot No. C/1, G- Block,Bandra-Kurla Complex, Bandra (East),MUMBAI - 400 051

City Address City Address

AGRA(Franchiseelocation)

ALLAHABAD(Own Location)

BANGALORE(Franchiseelocation)

C-4, UPSIDCSikandraAgra- 282002

F-1, Naini IndustrialArea, UPSIDC, Naini,Allahabad- 211008

345/4, BhatarhalliOld Madras RoadBangalore- 560049

KOLKATA(FranchiseeLocation)

LUCKNOW(Own Location)

MEERUT(Own Location)

B.T. Road, PanihattiDistt. 24 - Parganas(North) Kolkata - 700058

Pocket- IIVibhuti Khand,Gomti Nagar Lucknow- 226010

Khasra No. -592/ 3½ Km PartapurBy Pass Road, Opp.Kalka Dental CollegeMeerut - 250103

10

Dear Shareholders,

Your Directors are pleased to present the 7th Annual Report togetherwith the Audited Statement of Accounts for the financial year endedon 31st March, 2009.

FINANCIAL RESULTSThe highlights of performance of your Company during thefinancial year ended on 31st March, 2009 are as follows:

FY 09 has been one of the toughest years in recent times for yourCompany, attributable to unprecedented rise in input cost anddipping business sentiments. Nevertheless, during the year yourCompany achieved an overall 12% revenue growth, significantlyexpanded Hindi readership and steered the Business newpaper‘Mint’ to emerge as the No. 2 Business daily and ‘Fever 104’ FMRadio business close to break - even.

During the year under review, a Scheme of Arrangement andRestructuring under Sections 391 to 394 read with Sections 100 to 104of the Companies Act, 1956 between your Company and HT Musicand Entertainment Company Limited (HTME), a subsidiaryCompany (the "Scheme") was sanctioned by the Hon'bleDelhi High Court in terms of the Order passed on 19th March, 2009.The Scheme, inter alia, provides for demerger of Radio Business ofHTME and transfer and vesting thereof into your Company w.e.f.1st January, 2009 (Appointed Date). Upon effectiveness of the Scheme,the financial results of FY 09 also include the results fromoperations of the Radio business of HTME for the three-monthperiod ended on31st March, 2009.

DIVIDENDYour Directors are pleased to recommend a dividend @ Re. 0.30 perEquity Share of Rs. 2/- each i.e. 15% (previous year @ Re. 0.40 perEquity Share of Rs. 2/- each i.e. 20%), for the financial year ended on31st March, 2009 and seek your approval for the same.

The proposed dividend payment, including Corporate DividendDistribution Tax would entail an outflow of Rs. 8.25 Crore (previousyear Rs. 10.96 Crore).

RE-CLASSIFICATION OF SHARE CAPITALAND ISSUE OF FRESH EQUITY SHARESDuring the year under review, the Authorised Share Capital of yourCompany of Rs. 72.50 Crore divided into 26,25,00,000 Equity Shares ofRs. 2/- each and 20,00,000 Preference Shares of Rs.100/- each wasre-classified into 36,25,00,000 Equity Shares of Rs. 2/- each, by way of aPostal Ballot process.

Pursuant to a Scheme of Arrangement and Demerger underSection 391 of the Companies Act, 1956 between your Company andGo4i.com (India) Private Limited (GIPL) sanctioned by the Hon'bleDelhi High Court on 13th September, 2007, 22,600 Equity Shares ofRs. 2/- each of your Company were allotted to the shareholders ofGIPL during the year under review. These shares were admitted forlisting on the Bombay Stock Exchange Limited (BSE) and NationalStock Exchange of India Limited (NSE) on 24th October, 2008 and27th October, 2008 respectively.

SCHEME OF ARRANGEMENT ANDRESTRUCTURINGIn terms of the Scheme of Arrangement and Restructuring betweenyour Company and HT Music and Entertainment Company Limited(HTME), sanctioned by the Hon'ble Delhi High Court on19th March, 2009, 7,69,230 Equity Shares of Rs. 2/- each of yourCompany are to be issued to a shareholder of HTME namely,‘The Hindustan Times Limited' (Holding Company).

COMPANY PERFORMANCE AND FUTUREOUTLOOKA detailed analysis and insight into the financial performance andoperations of your Company for the year under review and futureoutlook, is appearing in the Management Discussion and Analysis,which forms part of the Annual Report.

BORROWINGS & DEBT SERVICINGDuring the year under review, your Company has met all itsobligations towards repayment of principal and interest on theloans availed.

Your Company tied up External Commercial Borrowing uptoUS $ 17.5 Mn. to part-finance capital expenditure for expansion ofMumbai operations, out of which US $ 15.47 Mn. was drawn duringthe year under review.

EMPLOYEE STOCK OPTION SCHEMEThe information required to be disclosed pursuant to Clause 12 ofthe Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999 isappearing in Annexure - 'A'.

DEPOSITSYour Company has not accepted or invited any deposit(s) duringthe year.

JOINT VENTURE COMPANY1. Metropolitan Media Company Private Limited (MMCPL)

MMCPL, the 50:50 Joint Venture between your Company andBennett Coleman & Co. Limited, discontinued the publication of itsdaily English morning tabloid, “METRO NOW”, in view of its notbeing able to generate the desired levels of advertisement revenuedespite being accepted well by the readers; and increase innewsprint prices. Towards exploring alternative viable businessmodels, MMCPL decided to bring out hyper-local tabloids in the NCRregion; and the first such weekly hyper-local has been launched inGurgaon, which is fast gaining recognition amongst the readers andadvertisers. During the year under review, MMCPL incurred a loss ofRs. 31.29 Crore.

2. HT Burda Media Limited (HT Burda)

HT Burda is a 51:49 Joint Venture between your Company and BurdaDruck GmbH, Germany, a world-renowned leader in printingtechnology. This company has been incorporated as a subsidiary ofyour Company during the year under review, for undertaking thirdparty printing by Rotogravure technology and pre-press work. Theconstruction of a state-of-the-art printing facility at Greater Noida(U.P.) is under full swing, and the same is likely to be operational byDecember, 2009. During the period ended on 31st March, 2009, HT Burdaposted a loss of Rs. 4.76 Crore.

SUBSIDIARY COMPANIESA brief of the activities under the subsidiary companies, during theyear under review is as follows:

The name of Searchlight Publishing House Limited was changedto "Hindustan Media Ventures Limited"HT Burda was incorporated as a subsidiary of your Company forundertaking third party printing and pre-press workThe name of Hindustan Media Limited was changed to "HT Digital Media Holdings Limited" (HT Digital)As part of a business restructuring exercise, the investment ofyour Company in the Equity Share Capital of Firefly e-VenturesLimited (Firefly) was transferred to HT Digital, a wholly-ownedsubsidiary company. As a result thereof, Firefly is now asubsidiary company of HT DigitalHT Mobile Solutions Limited (HT Mobile) was incorporated as asubsidiary of HT Digital for undertaking mobile marketingsolutions. HT Mobile is a 65:35 Joint Venture between HT Digitaland Velti PLC, a company incorporated in UK and aworld-renowned leader in mobile marketing and mobileadvertising technologies

As at 31st March, 2009, your Company had the following subsidiarycompanies:

Hindustan Media Ventures Limited [HMVL] (formerly SearchlightPublishing House Limited)HT Music and Entertainment Company Limited [HT Music]HT Burda Media Limited HT Digital Media Holdings Limited (formerly Hindustan MediaLimited)Firefly e-Ventures Limited (subsidiary u/s 4(1)(c) of theCompanies Act, 1956 being subsidiary of HT Digital)HT Mobile Solutions Limited (subsidiary u/s 4(1)(c) of theCompanies Act, 1956 being subsidiary of HT Digital)

The Company has received approval of the Ministry of CorporateAffairs, Government of India under Section 212(8) of the CompaniesAct, 1956, vide letter bearing no. 47/253/2009 - CL - III dated14th May, 2009, granting exemption from attaching with the Annual Report of the Company for the financial year ended on 31st March, 2009, copies of Balance Sheet etc. of the aforesaidsubsidiaries. The Company will make available and facilitateinspection at the Registered Office, the annual accounts ofsubsidiaries and the related information to the investors of theCompany and the subsidiaries seeking information and inspection.

DIRECTORSThe year 2008 has left us with an irreparable loss of our illustriousChairman Dr. K.K. Birla, who passed away on 30th August, 2008.Words fall short to describe the personality of Dr. Birla,a great nation-builder, philanthropist and patriot. We inheritfrom him, the legacy of 'Hindustan Times' which wasnurtured under his leadership. We will, forever remain deeplyindebted to Dr. Birla for his invaluable contribution to the growthand development of the Company. With fond remembrance andsincere commitment to his values, we offer our humble tribute toDr. Birla. Consequent upon his demise, Smt. Shobhana Bhartiatook over as the Chairperson & Editorial Director w.e.f.18th September, 2008.

During the year under review, Shri Ajay Relan, an IndependentDirector, tendered his resignation from the Board of Directors ofthe Company w.e.f. 19th September, 2008. The Board places on recordits sincere appreciation for the valuable services rendered byShri Ajay Relan during his tenure on the Board of Directors of theCompany. Further, consequent upon the resignation of Shri Relan,the Audit Committee was re-constituted by induction ofShri Y.C. Deveshwar in his place.

HPC (Mauritius) Limited vide letter dated 31st July, 2008 withdrewthe nomination of Shri Roger Greville, from the Board of Directorsof your Company. Accordingly, Shri Roger Greville tendered hisresignation from the Board on 31st July, 2008. However, in view of therich and varied experience of Shri Roger Greville, he wasinducted on the Board as an Independent Additional Directorw.e.f. 13th August, 2008. In terms of the applicable provisions of theCompanies Act, 1956, Shri Roger Greville holds office till theensuing Annual General Meeting. As required under Section 257 ofthe Companies Act, 1956, the Company has received a noticealongwith requisite deposit from a member proposing thecandidature of Shri Roger Greville for appointment as Director ofthe Company liable to retire by rotation.

Shri Shamit Bhartia and Shri N.K. Singh, Directors retire fromoffice by rotation at the ensuing Annual General Meeting andbeing eligible, have offered themselves for re-appointment. A briefresume, expertise and other directorships and committeememberships held by the above Directors, form part of Noticeconvening 7th Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTSIn terms of Accounting Standard AS-21 and AS-27 issued by theInstitute of Chartered Accountants of India (ICAI); the ConsolidatedFinancial Statements presented by the Company alongwith theAnnual Report include the financial information of subsidiariesnamely HMVL, HT Music, HT Digital, HT Burda and Firefly alongwithproportionate interest of your Company in MMCPL.

AUDITORSThe notes to accounts appearing in Schedule 22 of the StandaloneFinancial Statements read with the Auditors' Report areself-explanatory and therefore, do not call for any further commentsunder Section 217(3) of the Companies Act, 1956.

The Board of Directors have also taken note of the qualificationmade by the Auditors on the Accounts of subsidiary company viz.,Firefly and Joint Venture Company viz., MMCPL, regardingDeferred Tax Assets; and also the response of the managementthereto appearing in Note no. 12 of Schedule 25 of the ConsolidatedFinancial Statements, which is self explanatory.

The Statutory Auditors of your Company, M/s. S.R. Batliboi & Co.,Chartered Accountants, New Delhi, are due to retire at the ensuingAnnual General Meeting and being eligible, have offered themselvesfor re-appointment. In terms of the requirements underSection 224 (1B) of the Companies Act, 1956, the retiring Auditorshave given a certificate regarding their eligibility for re-appointment as Auditors of the Company.

POSTAL BALLOTDuring the year under review, the members of the Company haveapproved by way of Postal Ballot process with overwhelmingmajority, results whereof were declared on 11th July, 2008, thefollowing - (a) mortgage, hypothecation and/or otherwise chargeimmovable/movable properties of the Company in favour ofbanks/financial institutions/trustees for debenture-holders etc.for securing term loan and other financial facilities;(b) re-classification of Authorized Share Capital and consequentalteration in the Capital Clause of Memorandum of Association ofthe Company; (c) alteration in the Objects Clause of Memorandumof Association of the Company; and (d) alteration in the Articles ofAssociation of the Company.

CORPORATE GOVERNANCEYour Company is compliant with all the mandatory requirements ofClause 49 of the Listing Agreement of Stock Exchanges on'Corporate Governance'. The Report on Corporate Governanceforms part of the Annual Report. The certificate issued by aCompany Secretary-in-practice in terms of the requirements of theListing Agreement is annexed as Annexure - 'B'.

PARTICULARS AS PER SECTION 217 OF THECOMPANIES ACT, 1956Information pursuant to Section 217 (1) (e) of the Companies Act,1956 on Conservation of Energy, Technology Absorption andForeign Exchange Earnings and Outgo, is annexed to this Report asAnnexure - 'C'.

The particulars of employees required under Section 217 (2A) ofthe Companies Act, 1956 and the rules thereunder are annexed tothis Report as Annexure - 'D'. However, pursuant to the provisions ofSection 219(1)(b)(iv) of the Companies Act, 1956, the Annual Reportis being sent to all the shareholders of the Company without theabove information. Any shareholder interested in obtaining suchparticulars may write to the Company Secretary at the RegisteredOffice address of the Company.

DIRECTORS' RESPONSIBILITY STATEMENTPursuant to Section 217 (2AA) of the Companies Act, 1956, yourDirectors report that:

i. in the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanation relating to material departures;

ii. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of thefinancial year ended on 31st March, 2009 and of the profit ofthe Company for the year ended on 31st March, 2009;

iii. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts on a goingconcern basis.

AWARDS AND ACCOLADESDuring the year under review, your Company was the proudrecipient of the following honours, amongst others:

Noida plant won the Award for Mint Brand inIFRA Publish Asia: Best in Print AwardsGreater Noida plant continuing its superiority in internationalquality domain, won an Award for Hindustan Times Brandin IFRA Publish Asia: Best in Print AwardsAsia Media Award for newspapers and magazines in the AsiaPacific and Middle East:

Mint- Gold Award for Best in Newspaper Special Section Hindustan Times, Mumbai - Best in Photo Journalism

ACKNOWLEDGEMENTYour Directors place on record their sincere appreciation for theassistance and co-operation extended by all stakeholders includingBanks, Ministry of Information & Broadcasting and otherGovernment authorities, Customers, Suppliers and Shareholders.

Your Directors also place on record their deep appreciation of thecommitted services of the executives, staff and workers of yourCompany.

For and on behalf of the Board

SHOBHANA BHARTIAChairperson & Editorial Director

Place: New DelhiDate: 18th May, 2009

DIRECTORS' REPORT

Total IncomeProfit before Interest, Depreciation, Tax & Exceptional ItemsInterestProfit before Depreciation, Tax &Exceptional ItemsDepreciationProfit before Tax & Exceptional ItemsExceptional ItemsProfit before TaxProvision for TaxesDeferred Tax ChargeProfit after TaxBalance from previous years broughtforward (Net of adjustment)Amount available for appropriationAppropriations -• Transfer to General Reserve• Proposed Dividend on Equity Shares• Tax on Dividend DistributionBalance carried forward to Balance Sheet

1357.77220.02

31.69188.33

55.01133.32

18.82114.50

3.4525.8285.23

251.31

336.54

5.007.051.20

323.29

1226.92263.63

17.73245.90

44.67201.23

- 201.2351.285.40

144.55128.72

273.27

11.009.371.59

251.31

PARTICULARS 2008-09 2007-08

(Rs. in Crore)

11

Annexure - A to Directors' Report

Statement as at 31st March, 2009, pursuant to Clause 12 (Disclosure in the Directors' Report) of the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

NIL

Market price of share [as per SEBI Guidelines]

349946

NIL

Not applicable

319643

None during the year

Not applicable

1300197

Not applicable

Rs.332.89 Lac

Had the fair value method been used, profits would have been lower byRs.332.89 Lac and the basic & diluted EPS would have been lower byRe. 0.08

Refer Note 10 of Schedule 22: Notes to Accounts

Not applicable

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

Annexure - B to Directors' Report

CERTIFICATE OF COMPLIANCEOF CORPORATE GOVERNANCE

The Members,HT Media LimitedNew Delhi

I have examined the compliance ofconditions of Corporate Governance by HT Media Limited, for the year ended on 31st March, 2009, as stipulated in Clause 49 of theListing Agreement executed by the saidCompany with the Stock Exchanges.

The compliance of conditions of CorporateGovernance is the responsibility of themanagement. My examination was limited tothe procedures and implementation thereof,adopted by the Company for ensuring thecompliance of the conditions of the CorporateGovernance. It is neither an audit nor anexpression of opinion on the financialstatements of the Company.

In my opinion and to the best of myinformation and according to the explanationsgiven to me, I certify that the Company hascomplied with the conditions of CorporateGovernance as stipulated in Clause 49 of theListing Agreement in all material respects.

I state that no investor grievances arepending for a period exceeding one monthagainst the Company as certified by theRegistrars & Share Transfer Agent of theCompany.

I further state that such compliance isneither an assurance as to the future viabilityof the Company nor the efficiency oreffectiveness with which the management hasconducted the affairs of the Company.

Sd/-Arun Kumar Soni

Company Secretary-in-Practice CP No. 1726

Place : New DelhiDate : 18th May, 2009

Annexure - C to Directors' Report

PARTICULARS REQUIRED UNDER SECTION 217(1)(e) OFTHE COMPANIES ACT, 1956 READ WITH THE COMPANIES(DISCLOSURE OF PARTICULARS IN THE REPORT OFBOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:Efforts are made for conservation of energy on an on-going basis. The following energy conservation measureswere taken during the year under review:

Effective utilization of AC PlantAutomation of DG set change-over with Mains failure,for minimum usage of DG sets to reduce DieselconsumptionInstallation of additional capacitor banks and filtersfor improvement in power factorInstallation of UPS for running printing machines onstate power, thus saving power cost.

(b) Additional investments and proposals, if any,being implemented for reduction of consumptionof energy:

Installation of high efficiency lighting fixturesInstallation of high efficiency AC system withmaximum use of fresh airReplacement of old high power consumption lightfittings by low power consumption light fittings

(c) Impact of the measures at (a) and (b) above forreduction of energy consumption and consequentimpact on the cost of production of goods:

The measures were implemented as stretch targetsand achieved excellent results.Total savings during FY 09 on cost of energy were Rs. 60 Lac (approx). as a result of these measuresPower cost per million pages for Greater Noida plantwas Rs. 2,942 in FY 09, a reduction of Rs. 347 overprevious year.

(d) Total energy consumption and energy consumptionper unit of production:Not applicable

B. TECHNOLOGY ABSORPTION

(e) Efforts made in technology absorption:

Not applicable

C. FOREIGN EXCHANGE EARNINGS & OUTGO

(f) Activities relating to exports; initiatives takento increase exports; development of newexport markets for products and services; andexport plans:

Not applicable

(g) Total foreign exchange used and earned:

Foreign exchange used - Rs. 50,619.39 LacForeign exchange earned - Rs. 1,074.99 Lac

Options granted

Pricing formula

Options vested

Options exercised

Total number of Equity Shares arising as a result of exercise of Options

Options lapsed

Variation of terms of Options

Money realized by exercise of Options

Total number of Options in force

Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of Options

Difference, if any, between employee compensation cost calculated using the intrinsicvalue of stock options and the employee compensation cost calculated on the fair valueof the Options

Impact of this difference on the profits of the Company and EPS

Weighted average exercise price and weighted average fair value of Options for Optionswhose exercise price either equals or exceeds or is less than the market price of thestock and the method and significant assumptions used to estimate fair value of Options

Description of method and significant assumptions used during the year to estimate thefair value of Options, including the following weighted average information:1. risk free interest rate2. expected life (in years)3. expected volatility4. expected dividends5. price of the underlying share in the market at the time of Option grant

Published by HT Media Limited and printed at its Press located at B-22, Sector 63, Noida, (U.P.) | Concept & Design by www.arinsight.com

12