HT MEDIA Share price

HISTORY AND CERTAIN CORPORATE MATTERSOur Company was incorporated under the Companies Act 1956 on December 3 2002 as HT Media Limited with its registered office at Hindustan Times House 18-20 Kasturba Gandhi Marg New Delhi India.Transfer of the Media BusinessWe acquired the media business of HTL our Promoter through a slump sale on a going concern basis pursuant to two business purchase agreements both dated August 15 2003 the media business comprising of the entire printing and publishing undertakings of HTL in all locations except at New Delhi and the publishing undertaking of HTL at New Delhi respectively were acquired by us at a consideration comprising cash and issuance of Equity Shares as stated intherein.For the details of the Equity Shares issued to HTL pursuant to the said business purchase agreements see section titled "Capital Structure-Share Capital History of Our Company" on page 19 of this Draft Red Herring Prospectus.The printing undertaking of HTL at New Delhi was subsequently acquired by us through a separate agreement dated October 1 2004 at a cash consideration detailed therein.Business Purchase Agreements dated August 15 2003 and Status1. Our Company and HTL executed two business purchase agreements dated August 15 2003 transferring through a slump sale on a going concern basis:i. the entire printing and publishing undertakings of HTL in all locations except atNew Delhi at a consideration aggregating to Rs. 1022.34 million approximatelycomprising issuance of 19755327 Equity Shares at Rs. 51.75 each.ii. the publishing undertaking of HTL at New Delhi at a consideration comprising ofcash amounting to Rs. 99.98 million approximately and issuance of 10194672Equity Shares at a price of Rs. 51.75 each aggregating Rs. 527.58 millionapproximately.2. The undertakings transferred pursuant to the above mentioned business purchaseagreements comprised of the intellectual property rights and all other intangible assetsrelated to the media business the movable properties and the receivables related to themedia business the contracts the financial books records ledgers bill cash books orregisters and other records of every kind which contain information pertaining to theaccounts and finances of media business the consents identified insurance policies andthe investment made by the HTL in Searchlight Publishing House Limited the liabilities andobligations whether absolute accrued contingent fixed or otherwise which (i) pertain to themedia business as of July 1 2003 and arise in relation to the media business post July 12003 including the liabilities arising from the litigation except defamation cases andundisclosed liabilities.3. The above mentioned agreements stated that the transfers were with effect from July 12003.4. As per the terms of these agreements the sale was subject to the fulfillment of certainconditions prior to the formal takeover of the business by our Company from HTL. Theseconditions include inter alia the transfer of all contracts in favour of the Companyobtaining of all operating consents required for undertaking the media business obtainingall third party consents HTL obtaining the consent of its shareholders in accordance withthe Companies Act and the right title and interest in movable properties being transferredfrom HTL to the Company. The Company agreed that if any defamation cases pertaining tothe media business are filed against HTL post July 1 2003 the Company shall reimburseto HTL all costs legal expenses damages or other compensation required paid/ incurredby HTL in defending such defamation cases.There have been no issues raised by either HTL or us on any of the conditions statedabove.5. It was agreed that all the employees of HTL are due to be transferred to the Company onthe same terms and conditions of employment as were offered by HTL on the basis ofcontinuity in service.All the employees of HTL were transferred except 986 employees who did not accept thetransfer to our Company and such employees were seconded to our Company.6. HTL has agreed to indemnify and hold the Company harmless from and against any and alllosses claims damages liabilities and fees expenses and disbursements (including thefees expenses and disbursements of counsel) occurring as a result of a breach of itswarranties and such indemnification is the sole remedy available to the Company. The saidparties have agreed that HTL shall not be liable to pay the Company until the cumulativeaggregate amount of the claim exceeds Rs. 10 million.7. The agreements are governed by the laws of India and the courts at Delhi have exclusivejurisdiction with respect to any dispute in this regard.Business purchase agreement dated October 1 20041. We executed an agreement dated October 1 2004 with HTL by which we have acquiredthe printing undertaking of HTL other than the employees situated at Press Block 18-20Kasturba Gandhi Marg New Delhi 110 001 at a cash consideration of Rs. 50 million.However such transfer is subject to the decision of the Delhi High Court in a counter claimfiled by the Hindustan Times Employees Union in CS (OS) 955 of 2004 against the transferof the printing undertaking of HTL at Hindustan Times House Kasturba Gandhi Marg NewDelhi to our Company. For details of this case see the section titled "Outstanding Litigationand Material Developments" on page 164 of this Draft Red Herring Prospectus.2. The proposed transfer in the said agreement is with effect from October 2 2004.3. We and HTL have agreed to indemnified each other against any losses claims etcincurred as a result of the breach of any covenant or undertaking by either party under theagreement. The agreement is governed by the laws of India.Major events for the media business:Year Event1924 Hindustan Times an English daily was launched.1927 The Hindustan Times Limited was incorporated.1936 Hindustan a Hindi daily was launched.1960 A Hindi monthly magazine Kadambini was launched.1964 A children?s monthly magazine Nandan was launched.1997 News website ?hindustantimes.com? was launched.1997- 2003 The number of printing locations was increased from three to fifteen.2003 The media business of the HTL was transferred to our Company.2004 Installation of a modern printing press in Greater NOIDA in the state of Uttar Pradesh India.