The Board of Directors are pleased to present the 66th Annual Report and theCompany's Audited Financial Statement for the Financial Year ended March 31 2021.
The financial performance of the Company for the year ended
March 31 2021 is summarized below:
|Particulars ||2020-21 ||2019-20 |
|Profit / (Loss) before interest and depreciation from continuing operations || || |
|Less: Finance Costs ||261.63 ||281.57 |
|Less: Depreciation and amortization expenses ||5.46 ||5.45 |
|Profit / (Loss) before tax from continuing operation ||(267.09) ||(287.02) |
|Profit/ (Loss) before tax from discontinued operation ||(87.07) ||(80.12) |
|Less: Tax expense ||- ||(101.88) |
|Profit / (Loss) for the year ||(354.16) ||(265.26) |
|Other Comprehensive Income: || || |
|Items that will not be reclassified to profit or loss ||(0.36) ||(0.18) |
|Total Comprehensive Income for the year ||(354.52) ||(265.44) |
Results of operations and the State of Company's affairs
There is no operating revenue in the Company as the Company has ceased its businessoperations. The Company has incurred a net loss of ` 354.16 lakh for the year 2020-21.
In view of the losses the Company does not propose to transfer any money to thereserves.
In view of the losses the Board of Directors have not recommended any dividend for theyear under review.
Material changes from the end of Financial Year till the date of this report
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 Discussion and Analysis Report
Management 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 separate sectionforming part of the Annual Report.
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 followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto "Meetings of the Board of Directors" and "General Meetings"respectively.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act 2013 ("theAct") with respect to Directors' Responsibility Statement it is hereby confirmedthat:
i. in the preparation of the annual accounts for the Financial Year ended March 312021 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 2021 and of the loss of the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 2021 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.
The Company adheres to the Corporate Governance requirements set out by Securities andExchange Board of India ("SEBI"). The Corporate Governance Report of the Companyin pursuance of the Listing Regulations forms part of the Annual Report.
Certificate from a Practicing Company Secretary confirming compliance with theconditions of Corporate Governance is attached to the Corporate Governance Report.
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in its ordinary course of business and on an arm's lengthbasis. 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 of Related Party Transactions and on dealing with RelatedParty Transactions is posted on the Company's website and may be accessed at the link:https://infomediapress.in//wp-content/uploads/2019/04/Policy-of-Materiality-of-RPTs_Infomedia.pdf.
There were no materially significant related party transactions which could havepotential conflict with the interests of the
Company at large.
Members may refer to Note No. 28 to the Financial Statement which sets out relatedparty disclosures pursuant to Ind AS.
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 processes. Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontinuous monitoring by functional leaders as well as testing of the internal financialcontrol systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews the adequacy and effectiveness of
Company's Internal Controls and monitors the implementation of the auditrecommendations.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Kshipra Jatana Director retires by rotation at the ensuing Annual GeneralMeeting of the Company. The Nomination and Remuneration Committee and Board of Directorshave recommended her re-appointment for the approval of shareholders. During the yearunder review the second term of Mr. Gagan Kumar as an Independent Director expired onSeptember 23 2020 and accordingly upon completion of his second term he ceased to be aDirector w.e.f September 24 2020. The Board places on record its appreciation for thevaluable contribution made by him during his tenure as Chairman and Director of theCompany. Thereafter the Board had appointed Mr. Lalit Kumar Jain Independent Director asChairman of the Board.
Mr. Vivek Jain was appointed as an Additional Director (Independent) w.e.f. September24 2020 for a period of 5
(five) years up to September 23 2025 and he shall hold office as an AdditionalDirector of the Company up to the date of the ensuing Annual General Meeting. In theopinion of the Board he possess requisite expertise integrity and experience (includingproficiency) for appointment as an Independent Director of the
Company. The Nomination and Remuneration Committee and Board of Directors haverecommended his appointment for approval of shareholders.
The Company has received declarations from all the Independent
Directors of the Company confirming that:
(i) they meet the criteria of independence as prescribed under the Act and ListingRegulations;
(ii) they have registered their names in the Independent Directors' Databank; and
(iii) they have complied with the Code for Independent Directors prescribed in ScheduleIV to the Act.
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 and can be accessed at https://infomediapress.in//wp-content/uploads/2019/05/Infomedia_Policy_on_Selection_of_Directors_ Determining_Independence.pdfand https://infomediapress.in// wp-content/uploads/2019/05/Infomedia_Remuneration_Policy.pdf respectively.
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 change in thispolicy during the year under review.
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 of Directors.
In accordance with the manner specified by the Nomination and
Remuneration Committee the Board carried out performance evaluation of the Board itsCommittees and Individual Directors. The Independent Directors separately carried outevaluation 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.
Auditor and Auditors' Report Statutory Auditor
Chaturvedi & Shah LLP Chartered Accountants (ICAI Firm Regn. No.101720W/ W100355)were appointed as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years at the Annual GeneralMeeting held on September 25 2017.
The Company has received confirmation from them to the effect that they are notdisqualified from continuing as Auditors of the
The Notes 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 para related to going concern 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 2020-21. The Secretarial Audit Report for theFinancial Year ended March 31 2021 is annexed with this report and marked as AnnexureI to this Report. The Secretarial Audit
Report does not contain any qualification reservation adverse remark or disclaimer.
(i) Meetings of the Board
During the Financial Year ended on March 31 2021 (5) five
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.
(ii) Audit Committee
The Audit Committee of the Company comprises Mr. Lalit Kumar Jain (Chairman) Mr. VivekJain and Mr. Ratnesh Rukhariyar. During the year all the recommendations made by theAudit Committee were accepted by the Board.
(iii) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Mr. Vivek Jain(Chairman) Mr. Lalit Kumar Jain and Ms. Kshipra Jatana.
(iv) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of the Company comprises Mr. RatneshRukhariyar (Chairman) Mr. Lalit Kumar Jain and Mr. Karanvir Singh Gill.
(v) Vigil Mechanism
The Company promotes ethical behaviour in all its activities. Towards this the Companyhas adopted a Policy on Vigil Mechanism and Whistle Blower. The Company has constituted anEthics & Compliance Task Force to process and investigate the protected disclosuremade under the
Policy. The confidentiality of those reporting violations is maintained and they arenot subjected to any discriminatory practice or victimization. The Audit Committeeoversees the Vigil Mechanism. The Policy on Vigil Mechanism and Whistle Blower isavailable on the Company's website and can be accessed at:https://infomediapress.in//wp-content/uploads/2019/05/Policy_vigil_mechanism_whistleblower_ Infomedia_Press_Ltd.pdf
(vi) Prevention of Sexual Harassment at Workplace
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. The other disclosures under this Actare given in Corporate Governance Report which forms part of the Annual Report.
(vii) Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
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.
(viii) Annual Return
The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at https://infomediapress.in/wp-content/uploads/2021/08/Annual_Return_2020_21_InfomediaPressLtd.pdf
(ix) Particulars of Employees and Related Information and/or
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. Disclosure pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report. Having regard to the provisions of the second proviso to Section 136(1) ofthe Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. Any member interested in obtaining such informationmay write to the Company Secretary to email id: email@example.com.
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 accepted any deposit under Chapter V of the Act.
3. The Company had not issued any shares (including sweat equity shares) todirectors or employees of the Company under any scheme.
. 4. The Company had 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. The provisions of Section 135 relating to Corporate Social Responsibility are notapplicable. material order was passed by any
7. Nosignificant Regulator/ Court/ Tribunal which impacts the going concern status ofthe Company or its future operations.
8. No fraud has been reported by Auditors to the Audit Committee or the Board.
9. There is no application made / proceeding pending under the Insolvency andBankruptcy Code 2016.
10. There was no instance of one-time settlement with any Bank . or FinancialInstitution. to 11. The Company is not required to maintain cost records under theprovisions of sub-section (1) of section 148 of the Act.
The Board of Directors wish to place on record its appreciation for the faith reposedin the Company and continuous support extended by the investors employees membersgovernment and regulatory authorities and various stakeholders.
|For and on behalf of the Board of Directors |
| ||Lalit Kumar Jain |
|Date: April 17 2021 ||Chairman |
|Place: Noida || |