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Infomedia Press Ltd.

BSE: 509069 Sector: Services
NSE: INFOMEDIA ISIN Code: INE669A01022
BSE 00:00 | 07 May Infomedia Press Ltd
NSE 05:30 | 01 Jan Infomedia Press Ltd
OPEN 4.32
PREVIOUS CLOSE 4.32
VOLUME 881
52-Week high 4.32
52-Week low 2.81
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.32
CLOSE 4.32
VOLUME 881
52-Week high 4.32
52-Week low 2.81
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infomedia Press Ltd. (INFOMEDIA) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 62nd Annual Report and theCompany s Audited Financial Statement for the Financial Year ended March 31 2017.

Financial Results

The financial performance of the Company for the year ended March 31 2017 issummarized below:

` in lakhs
Particulars 2016-17 2015-16
Loss before interest and depreciation (120.52) (67.40)
Less: Finance Cost 223.03 291.99
Less: Depreciation and amortization expenses 6.17 11.37
Loss before tax (349.72) (370.76)
Other Comprehensive Income
Items that will not be reclassified to profit or loss 0.01
Total Comprehensive Income (349.71) (370.76)

Figures for financial year 2015-16 have been restated as per Indian AccountingStandards (Ind AS) and therefore may not be comparable with financials for financial year2015-16 approved by the Board of Directors and disclosed in the financial statement ofprevious year.

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (Ind AS) are applicable to certain classes of companies from April 12016 with a transition date of April 1 2015. Ind AS has replaced the previous Indian GAAPprescribed under Section 133 of the Companies Act 2013 ( the Act ) read with Rule 7 ofthe Companies (Accounts) Rules 2014. Ind AS is applicable to the Company from April 12016.

The reconciliations and descriptions of the effect of the transition from previous GAAPto Ind AS have been set out in Note D in the notes to accounts in the Financial Statement.

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 ` 349.71 lakhs for the year 2016-17.

The Board of Directors had approved the Company s Unaudited Financial Results for thequarter ended June 30 2017. During the quarter ended June 30 2017 the Company s netloss stood at` 70 lakhs.

Dividend

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. There has been nochange in the nature of business of the Company.

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 a separatesection forming part of the Annual Report.

Corporate Governance

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 Act and Articles of Association of theCompany Ms. Kshipra Jatana Non-Executive Director of the Company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible has offered herselffor re-appointment.

Mr. Ratnesh Rukhariyar was appointed as an Additional Director (Non-Executive) w.e.f.April 15 2017 and he shall hold office as Additional Director up to the date of theensuing Annual General Meeting. The Company has received requisite notice in writing froma member proposing his candidature for appointment at the ensuing Annual General Meetingas a Non-Executive Director liable to retire by rotation.

Mr. Rohit Bansal and Mr. Vinay Chhajlani Non-Executive Directors resigned from theDirectorship of the Company w.e.f April 15 2017. The Board places on record itsappreciation for the valuable contribution made by them during their tenure as Directorsof the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Act read with Regulation 16 of the ListingRegulations.

The following policies of the Company are annexed herewith and marked as Annexure IAand Annexure IB respectively: a) Policy for Selection of Directors and determiningDirectors Independence; and b) Remuneration Policy for Directors Key Managerial Personneland other employees.

During the year under review Mr. Sandeep Mantri ceased to be the Chief FinancialOfficer of the Company w.e.f June 9 2016 and Mr. Sushi Jain was appointed as the ChiefFinancial Officer of the Company w.e.f October 14 2016.

Save and except aforementioned changes there was no other change in Directors and KeyManagerial Personnel of the Company.

Performance Evaluation

The Company has formulated a Policy for Performance Evaluation of IndependentDirectors the Board Committees and other individual Directors. The evaluation process inter-aliaconsiders attendance at meetings acquaintance with business effective participationdomain knowledge compliance with code of conduct vision and strategy etc.

On the basis of aforesaid Policy a process of performance evaluation was carried out.

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.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Act with respect to DirectorsResponsibility Statement it is hereby confirmed that: i) in the preparation of the annualaccounts for the financial year ended March 31 2017 the applicable Accounting Standardsread with the requirements set out under Schedule III to the Act have been followed andthere are no material departures from the same; ii) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2017 and of the loss of the Company for the year ended on thatdate; 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 financial yearended March 31 2017 on a going concern basis; v) the Directors have laid down internalfinancial control to be followed by the Company and that such internal financial controlare adequate and were operating effectively; and vi) the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

Number of Meetings of the Board

During the financial year ended on March 31 2017 four 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.

Audit Committee

The Audit Committee of the Company comprises Mr. Gagan Kumar (Chairman) Mr. LalitKumar Jain Independent Directors and Mr. Ratnesh Rukhariyar Non- Executive Director. Allthe recommendations made by the Audit Committee were accepted by the Board.

Risk Management

The Board of Directors of the Company is responsible for the direction andestablishment of internal controls to mitigate material business risks. The Company hasformulated and adopted a Risk Management Policy to identify the element of risk forachieving its business objective and to provide reasonable assurance that all the materialrisks will be mitigated.

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 Statements.

The Internal Auditor of the Company checks and verifies the internal financial controlsystems and monitors them. The Audit Committee reviews the adequacy and effectiveness ofCompany s internal controls and monitors the implementation of the auditor srecommendations.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards thisend the Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Companyhas constituted an Ethics & Compliance Task Force to process and investigate aprotected disclosure made under the policy. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice orvictimization. The Audit Committee oversees the Vigil Mechanism. The policy on VigilMechanism and Whistle Blower is available on the Company s website and may be accessed atthe link: http://infomediapress.in/wp-content/uploads/2017/08/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 is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all Related Party Transaction is presented before the Audit Committee on aquarterly basis.

During the year the Company had not entered into any contract/arrangement/transactions with related parties which could be considered material inaccordance with the Policy of the Company on materiality of Related Party Transactions orare required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read withSection 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. The policyon Materiality of Related Party Transactions and on dealing with Related PartyTransactions is posted on the Company s website and may be accessed at thelink:http://infomediapress.in/ w p - c o n t e n t / u p l o a d s / 2 0 1 7 / 0 8 /Policy_Related_Party_Transaction_Infomedia_Press_Ltd1.pdf The details of the transactionswith Related Parties are provided in Note No. 24 to the Financial Statement.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporaryand trainees) are covered under this policy. During the year no complaint on SexualHarassment was received.

Auditor and Auditors Report Statutory Auditor

Walker Chandiok & Co LLP Chartered Accountants (ICAI Firm Regn No.001076N/N500013) have expressed their unwillingness to be appointed as Statutory Auditorsof the Company in the ensuing Annual General Meeting of the Company. Keeping this in viewit is proposed to appoint M/s Chaturvedi & Shah Chartered Accountants (FirmRegistration No: 101720W) as the Statutory Auditors of the Company for a term of 5 (five)consecutive years. M/s Chaturvedi & Shah Chartered Accountants have confirmed theirqualification and eligibility as required under the Act for holding office as theStatutory Auditors of the Company. The Auditors Report does not contain any qualification.Further the emphasis of matter given in para 9 of the Auditors Report is self-explanatoryand does not call for further comments.

Secretarial Auditor

The Board had appointed M/s. Chandrasekaran Associates Company Secretaries to conductthe Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith and marked as Annexure II. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkor 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(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Annual Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Act and as advised the AnnualReport excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection at the registered office of the Companyduring working hours and any member interested in obtaining such information may write tothe Company Secretary and the same will be furnished on request.

Extract of Annual Return

Extract of the Annual Return in the prescribed format is annexed with this report andmarked as Annexure III.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has discontinued its operations therefore disclosures on Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo are not applicable.

General

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 had not issued any shares (including sweat equity shares) to employeesof the Company under any scheme.

3. 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.

4. 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.

5. No fraud has been reported by Auditors to the Audit Committee or the Board.

Acknowledgment

The Board of Directors wish to place on record their appreciation for the faith reposedin the Company and continuous support extended by the investors government authoritiesand all the stakeholders.

For and on behalf of the Board of Directors

Date: July 14 2017 Gagan Kumar
Place: Noida Chairman