The Board of Directors are pleased to present the 64th Annual Report and theCompany's Audited Financial Statement for the financial year ended March 312019.
The financial performance of the Company for the year ended March 31 2019 issummarized below:
(र In lakh)
|Particulars ||2018-19 ||2017-18 |
|Profit / (Loss) before interest and depreciation from continuing operations ||- ||- |
|Less: Finance Cost ||238.29 ||191.82 |
|Less: Depreciation and amortization expenses ||6.28 ||6.64 |
|Profit / (Loss) before tax from continuing operation ||(244.57) ||(198.46) |
|Profit / loss before tax from discontinued operation ||(134.01) ||(111.99) |
|Tax expense ||- ||- |
|Profit / (loss) for the year Other Comprehensive Income: ||(378.58) ||(310.45) |
|Items that will not be reclassified to profit or loss ||0.36 ||0.02 |
|Total Comprehensive Income ||(378.94) ||(310.43) |
Results of operations and the State of Company's affairs
There is no operating revenue in the Company as the Company has ceased its printoperations. The Company has incurred a net loss of Rs.378.58 lakh for the year 2018-19.
In view of the losses the Board of Directors have not recommended any dividend for theyear under review.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position ofthe Company from the end of the financial year till date of this Report.
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India (SEBI).
The detailed Corporate Governance Report of the Company in pursuance of the ListingRegulations forms part of the Annual Report of the Company. The requisite Certificate froma Practicing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under the Listing Regulations is attached to the CorporateGovernance Report.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 (the Act") andthe Articles of Association of the Company Ms. Kshipra Jatana Non-Executive Directorretires by rotation at the ensuing Annual General Meeting of the Company. Based on therecommendation of Nomination and Remuneration Committee the Board has recommended herappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of the Act read with Regulation 16 of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.
During the financial year ended March 31 2019 there has been no change in Directorand Key Managerial Personnel of the Company.
The Company has in place "Policy for Selection of Directors and determiningDirectors' Independence" and "Remuneration Policy for Directors Key ManagerialPersonnel and other employees". These policies have been uploaded on the website ofthe Company at www.infomediapress.in.
The Policy for selection of Directors and determining Directors' Independence sets outguiding principles for Nomination and Remuneration Committee for identifying persons whoare qualified to become directors and determining directors' independence if the personis intended to be appointed as independent director. There has been no major change inthis policy during the year under review. The criteria of independence number ofdirectorship and committee memberships prescribed in the policy has been changed to alignthe policy with the amendment made in this regard in the Act and the Listing Regulations.
The Remuneration Policy for Directors Key Managerial Personnel and other employeessets out guiding principles for Nomination and Remuneration Committee for recommending tothe Board the remuneration of Directors Key Managerial Personnel and other employees.There has been no change in the policy during the year under review.
The Company has a Policy for Performance Evaluation of the Board Committees and otherIndividual Directors (including Independent Directors) which includes criteria forperformance evaluation.
In accordance with the manner specified by the Nomination and Remuneration Committeethe Board carried out performance evaluation of the Board its Committees and IndividualDirectors (including Independent Directors). The Independent Directors separately carriedout evaluation of Chairperson Non-Independent Directors and Board as a whole. Theperformance of each Committee was evaluated by the Board based on views received fromrespective Committee Members. The report on performance evaluation of the IndividualDirectors was reviewed by the Chairperson of the Board and feedback was given toDirectors.
Subsidiaries / Joint Ventures/ Associate Companies
The Company does not have any Subsidiary / Joint Venture/ Associate Company thereforedisclosures on Subsidiaries/ Joint Ventures/ Associate Companies are not applicable.
The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year ended March 312019 the applicable Accounting Standards read with the requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and of the loss ofthe Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts of the Company for the financialyear ended March 31 2019 on a going concern' basis;
v) the Directors have laid down internal financial control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Number of Meetings of the Board
During the financial year ended on March 31 2019 four (4) Board Meetings were held.Further details of the meetings of the Board and its Committees are given in CorporateGovernance Report forming part of the Annual Report.
The Audit Committee of the Company comprises Mr. Gagan Kumar (Chairman) Mr. LalitKumar Jain Independent Directors and Mr. Ratnesh Rukhariyar Non-Executive Director.During the year all the recommendations made by the Audit Committee were accepted by theBoard.
Other Board Committees
In compliance with the provisions of the Act and Listing Regulations the Board hasconstituted Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee.
The details of the composition dates of meetings attendance and terms of reference ofeach of the Committees are disclosed in the Corporate Governance Report forming part ofthe Annual Report.
The Board of Directors of the Company is responsible for direction and establishment ofinternal controls to mitigate material risk. The Company has formulated and adopted a RiskManagement Policy to identify the element of risk and to provide reasonable assurance thatall the material risk will be mitigated or managed.
Internal Financial Controls
The Company has adequate system of internal financial controls to safeguard and protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingthe applicable Accounting Standards for properly maintaining the books of accounts andreporting Financial Statement.
The internal financial controls have been embedded in the business processes. Assuranceon the effectiveness of internal financial controls is obtained through managementreviews continuous monitoring by functional leaders as well as testing of the internalfinancial control systems by the internal auditors during the course of their audits.
The Audit Committee reviews the adequacy and effectiveness of Company's internalcontrols and monitors the implementations of the auditor's recommendations.
The Company promotes ethical behavior. Towards this the Company has adopted a Policyon Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics &Compliance Task Force to process and investigate a protected disclosure made under thePolicy. The confidentiality of those reporting violations is maintained and they are notsubjected to any discriminatory practice or victimization. The Audit Committee overseesthe Vigil Mechanism. The policy on Vigil Mechanism and Whistle Blower is available on theCompany's website and may be accessed at the link:http://infomediapress.in/wp-content/uploads/2019/05/Policy_vigil_mechanism_whistleblower_Infomedia_Press_Ltd.pdf
Related Party Transactions
All the related party transactions were entered on arm's length basis and were in theordinary course of business. Further the transactions with related parties were incompliance with applicable provisions of the Act and the Listing Regulations. Omnibusapproval was obtained for the transactions which were foreseen and repetitive in nature. Astatement of all Related Party Transaction was presented before the Audit Committee on aquarterly basis.
During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thePolicy of the Company on materiality of Related Party Transactions or which is required tobe reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014. The Policy on Materiality ofRelated Party Transactions and on dealing with Related Party Transactions is posted on theCompany's website and may be accessed at the link:http://infomediapress.in/wp-content/uploads/2019/04/Policy-of-Materiality-of-RPTs_Infomedia.pdf
The details of the transactions with Related Parties are provided in Note No 27 to theFinancial Statement.
Auditor and Auditors' Report
Chaturvedi & Shah LLP Chartered Accountants (ICAI Regn No. 101720W/ W100355)(formerly known as Chaturvedi & Shah Chartered Accountants (ICAI Firm Regn No101720W)) were appointed as the Statutory Auditors of the Company for a term of 5 (five)consecutive years at the Annual General Meeting held on September 25 2017. The Companyhas received confirmation from them to the effect that they are not disqualified fromcontinuing as Auditors of the Company.
The Note on Financial Statement referred to in the Auditors' Report areself-explanatory and do not call for further comments.
The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer. Further the emphasis of matter given in the Auditors' Report isself-explanatory and does not call for further comments.
The Board had appointed M/s Chandrasekaran Associates Company Secretaries to conductthe Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed with this report and marked as Annexure tothis Report. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.
Particulars of Employees and Related Information
None of the employee is in receipt of salary beyond the limits prescribed under Section197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. Having regard to theprovisions of the second proviso to Section 136(1) of the Companies Act 2013 and asadvised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee as specified under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year under review nocomplaint was received by the Company.
As required under Section 134(3)(a) of the Act Annual Returns for the year 2018-19 and2017-18 are put up on the website of the Company and may be accessed at the linkhttp://infomediapress.in/ wp-content/uploads/2019/08/Extract_Annual_Return_2018_19. pdfand http://infomediapress.in/wp-content/uploads/2019/08/Extract_Annual_Return_2017_18.pdf.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Disclosures on Conservation of Energy and Technology Absorption are not applicable tothe Company at present. Further during the year under review there has been no foreignexchange earnings and outgo.
During the year under review:
1. The Company had not issued any equity shares with differential rights as todividend voting or otherwise.
2. The Company does not accept deposit.
3. The Company had not issued any shares (including sweat equity shares) to Directorsor employees of the Company under any scheme.
4. The Company has not made any Investments or given any Loans Guarantees andSecurities therefore disclosure under Section 186(4) of the Act is not applicable.
5. The Company does not have any Scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
6. No significant and/or material order was passed by any Regulator/ Court/Tribunalwhich impacts the going concern status of the Company or its future operations.
7. No fraud has been reported by Auditors (Statutory Auditor or Secretarial Auditor) tothe Audit Committee or the Board.
8. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.
The Board of Directors wish to place on record their appreciation for the faith reposedin the Company and continuous support extended by the investors members governmentauthorities and various stakeholders.
| ||For and on behalf of the Board of Directors |
|Date: April 12 2019 ||Gagan Kumar |
|Place: Noida ||Chairman |