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Infomedia Press Ltd.

BSE: 509069 Sector: Services
NSE: INFOMEDIA ISIN Code: INE669A01022
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OPEN 3.66
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VOLUME 500
52-Week high 4.32
52-Week low 2.81
P/E
Mkt Cap.(Rs cr) 18
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 63rd Annual Report and theCompany's Audited Financial Statement for the financial year ended March 31 2018.

Financial Results

The financial performance of the Company for the year ended

March 31 2018 is summarized below:

(Rs. In lakhs)
Particulars 2017-18 2016-17
Loss before interest and depreciation (111.99) (120.52)
Less: Finance Cost 191.82 223.03
Less: Depreciation and amortization ex- penses 6.64 6.17
Loss before tax (310.45) (349.72)
Other Comprehensive Income
Items that will not be reclassified to profit or loss 0.02 0.01
Total Comprehensive Income (310.43) (349.71)

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 ` 310.43 lakhs for the year 2017-18.

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.

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.

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 Companies Act 2013 (‘the Act") andthe Articles of Association of the Company Mr. Ratnesh Rukhariyar Non-ExecutiveDirector retires by rotation at the ensuing Annual General Meeting of the Company. Basedon the recommendation of Nomination and Remuneration Committee the Board has recommendedhis appointment. The Company has received declarations from all the Independent

Directors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Act read with Regulation 16 of theListing Regulations.

The following policies of the Company are annexed herewith and marked as Annexure IAand Annexure IB respectively:

a) Policy for Selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

During the financial year ended March 31 2018 there has been no change in Directorand Key Managerial 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 processinter-alia considers attendance at meetings acquaintance with business effectiveparticipation domain knowledge compliance with code of conduct vision and strategyetc.

On the basis of aforesaid Policy the process of performance evaluation of the BoardCommittee individual Directors and Chairperson was carried out. The Chairperson of therespective Committees shared the report on evaluation with the respective Committeemembers. The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Committees. The report on performance evaluation ofthe Individual Directors was reviewed by the Chairperson of the Board and feedback wasgiven to Directors.

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.

Secretarial Standards

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 312018 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 judgments 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 31 2018 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 2018 on a ‘going concern' basis;

v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls 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 2018 four (4)

Board Meetings were held. Further details of the meetings of the Board and itsCommittees are given in Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Gagan Kumar (Chairman) Mr. LalitKumar Jain and Mr. Ratnesh Rukhariyar. During the year all the recommendations made bythe 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 Statement.

The Internal Auditor of the Company checks and verifies the internal financial controlsystems and monitors them. The internal financial controls have been embedded in thebusiness processes. Assurance on the effectiveness of internal financial controls isobtained through management reviews continuous monitoring by functional leaders as wellas testing of the internal financial control systems by the internal auditors during thecourse of their audits.

The Audit Committee reviews the adequacy and effectiveness of Company's internalcontrols and monitors the implementations of the auditor's recommendations.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this theCompany has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company hasconstituted an Ethics & Compliance Task Force to process and investigate a protecteddisclosure made under the Policy. The confidentiality of those reporting violations ismaintained and they are not subjected to any discriminatory practice or victimization. TheAudit Committee oversees the Vigil Mechanism. The policy on Vigil Mechanism and WhistleBlower is available on the Company's website and may be accessed at the 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 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/transactions with related parties which could be considered material in accordance withthe Policy of the Company on materiality of Related Party Transactions or are 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 thelink:http://infomediapress.in/wp-content/uploads/2018/01/Policy_Related_Party_Transaction_Infomedia_Press_Ltd.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

Chaturvedi & Shah Chartered Accountants (ICAI Firm Regn No. 101720W) wereappointed as the Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on September 25 2017. The Company has receivedconfirmation from them to the effect that they are not disqualified for holding the officeof the Auditors.

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 emphasisand/or of matter given in the Auditors' Report isself-explanatory and 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 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith with this report and marked as AnnexureII to this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse 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(1) 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 on all working days during working hours and any member interestedin obtaining such information may write to the Company Secretary and the same will befurnished on request.

Extract of Annual Return

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

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Disclosures on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are not applicable to the Company.

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.material order was passed by any 4. Nosignificant Regulator/ Court/Tribunal which impactsthe 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 various stakeholders.

For and on behalf of the Board of Directors

Date: April 19 2018 Gagan Kumar
Place: Noida Chairman