Madhya Pradesh Today Media Ltd.
|BSE: 535009||Sector: Media|
|NSE: MPTODAY||ISIN Code: INE105Y01019|
|BSE 05:30 | 01 Jan||Madhya Pradesh Today Media Ltd|
|NSE 05:30 | 01 Jan||Madhya Pradesh Today Media Ltd|
|BSE: 535009||Sector: Media|
|NSE: MPTODAY||ISIN Code: INE105Y01019|
|BSE 05:30 | 01 Jan||Madhya Pradesh Today Media Ltd|
|NSE 05:30 | 01 Jan||Madhya Pradesh Today Media Ltd|
Your Directors are pleased to present the 9thAnnual Report of the Companyalong with financial statement for the financial year ended 31st March 2019.Further in compliance with Companies Act 2013 the Company has made all requisitedisclosures in the Board Report with Objective of accountability and transparency in itsoperations and to make you aware about its performance and future prospective.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial Year ended 31stMarch 2019 is summarized below:
(Amount In Lakhs)
2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS
The sales and other income for the year ended 31st March 2019 were Rs.2939.44 Lakhs as against Rs. 2343.34 Lakhs in the previous year. TheOperating Profit before Taxation (PBT) amounted to Rs. 628.20 Lakhs as against Rs.530.96 Lakhs in previous year. Total Income/Profit after Tax (PAT) amounted to Rs.446.70 Lakhs as against Rs. 307.35 Lakhs in previous year.
3. SHARE CAPITAL:
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
The Board of Directors of the Company at its meeting held on August 6 2018 hasdeclared first Interim Dividend of Rs. 0.50/- per equity share (on the face value of Rs.10/- per share) for the financial year 2018-19.
5. TRANSFER TO GENERAL RESERVE:
The Board of Directors does not propose to transfer any amount to the reserves.
6. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)
For the Financial Year 2018-19 Company proposes to deploy the Issue Proceeds whichwere fully utilized by the company as per the object of the issue as mentioned in page no.54 of the Prospectus. Further Company Fully Utilized Proceeds from Issue hence there is nounutilized proceeds left.
Since the Company has no subsidiaries provisions of Section 129 of the Companies Act2013 is not applicable.
8. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual return in the prescribed format in MGT 9 is annexed herewith as Annexure A
9. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the financial year the Board had met 7 (Seven) times on May 12 2018 May 292018 July 10 2018 August 6 2018 August 28 2018 November 14 2018 and 13thFebruary 2019.The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
10. SECRETARIAL STANDARDS:
The Company complies with all applicable secretarial standards.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i. That in the preparation of the annual accounts the applicable accounting standardhad been followed along with proper explanation relating to material departures
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going concern basis.
v. That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating
12. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The Audit Committee consists of the following members
a) Mr. Nitin Maheshwari
b) Ms. Ruchi Sogani
c) Mr. Kaustubh Dixit
The above composition of the Audit Committee consists of independent directors viz.Mr. Nitin Maheshwari and Ms. Ruchi Sogani who form the majority.
The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to chairman of Audit committee on reportingissues concerning the interests of co-employees and the Company. The Vigil MechanismPolicy is available at the website of the company www.pradeshtoday.com
14. COMMITTEES OF THE BOARD
As per the applicable provisions of the Companies Act 2013 and as per CorporateGovernance provisions as per Listing Obligations & Disclosure requirements (LODR)Regulations 2015 the company has three Committees of the Board.
There are currently three Committees of the Board as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year as under:
Pursuant to the provisions of section 177 of the Companies Act 2013 the Board be andhereby appoint and constitute a committee of the Board of directors named as 'AUDITCOMMITTEE' consisting of the following Members:
During the year under review the Committee met 4 times on May 29 2018 July 10 2018August 28 2018 and November 14 2018.
NOMINATION AND REMUNERATION COMMITTEE'
Pursuant to the provisions of section 178 of the Companies Act 2013 the Board be andhereby appoint and constitute a committee of the Board of directors named as NOMINATIONAND REMUNERATION COMMITTEE' consisting of the following Members:
During the year under review the Committee met only (one) 1 time on July 10 2018.
STAKEHOLDERS RELATIONSHIP COMMITTEE'
Pursuant to the provisions of section 178 of the Companies Act 2013 the Board be andhereby appoint and constitute a committee of the Board of directors named as STAKEHOLDERSRELATIONSHIP COMMITTEE' consisting of the following Members:
During the year under review the Committee met 4 times on May 29 2018 August 282018 November 14 2018 and February 13 2019.
15. Explanation or comments on Qualifications Reservations or Adverse
Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary intheir Reports
The auditor's report for the financial year 2018 does not contain any qualificationsreservation or adverse remark. The Auditors Report is enclosed with the financialstatements in this Annual Report. However the Secretarial Audit Report containqualification certain forms are not submitted to the Registrar of Companies MadhyaPradesh.
Board's Reply: The Company has inadvertently not filed certain forms; however thecompany is in the process of making the said default good.
16. The Secretarial Audit is enclosed as per Annexure B to the Board's Report in thisAnnual Report.
17. STATUTORY AUDITOR:
At the 8thAGM held on Saturday the September 29 2018 Members appointedM/s. P.K. SHISHODIYA & CO. Chartered Accountants (Firms Registration No.003233C)Indore as Statutory Auditors of the Company for a period of five years from theconclusion of the 8th AGM till the conclusion of the 13thAGM. Pursuant to theprovisions of Section 40 of the Companies Amendment Act 2017 which was notified on May7 2018 Members are not required to ratify appointment of Statutory Auditors at everyAGM. Pursuant to the provisions of Sections 139(1) and 141 of the Act the Company hasreceived Certificate from s. P.K. SHISHODIYA & CO. Chartered Accountants certifyingthat if they are appointed as Auditors their appointment would be as per the conditionsprescribed by the said Sections.
18. INTERNAL AUDITOR:
The Company has appointed M/s. S.N. Gadiya& Co. Chartered Accountants as aninternal auditor for the financial year 2019-2020.
19. TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.
20. SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed HS Associates Practicing Company Secretaries Mumbai is SecretarialAuditor of the Company for the financial year 2018-2019.
21. PUBLIC DEPOSITS:
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
22. PARTICULARS OF EMPLOYEES:
The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employee's remuneration as per section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Forms part of the Boards report (Annexure C ).
23. DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there underfor prevention and redressal of complaints of sexual harassment at workplace.
During the year and under review the Company has not received any complaints on sexualharassment.
24. INTERNAL FINANCIAL CONTROLS
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory Auditors. Significant audit observations and follow up actions thereon arereported to the Audit Committee.
25. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGEEARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988:
(A) Conservation of energy: -
i. The steps taken or impact on conservation of energy :
Use of Energy efficient LED lights at office area Street light and shop floor andparking area at all offices branches and units'.
Avoiding use of Elevators to conserve Electric Energy.
ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii. The capital investment on energy conversation equipment's :N.A.
i. The efforts made towards technology absorption: N.A.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution:
In respect of Newspaper Company has explored the possibilities to increase itscirculation sales and reduction is cost.
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):
No technology has been imported during previous three financial years.
iv. The expenditure incurred on Research and Development:
No expenditure exclusively on Research and Development has been incurred during theyear.
26. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the SEBI Listing Obligations &Disclosure Requirements) (LODR) Regulations 2015 as the Paid-up capital of the Companywas below Rs. 100000000/- (Rupees Ten Crores Only) and Net Worth was below Rs.250000000/- (Rupees Twenty-Five Crores Only) as on the last day of the previousfinancial year.
As on March 31 2019 the Company's Paid up Capital is of Rs. 45680000/- (RupeesFour CroreFifty-Six Lakhs Eighty Thousand Only) and Net worth is of Rs. 260152107/-(Rupees Twenty-Six Crores One Lakh Fifty-TwoThousand One Hundred and Seven Only).
Hence compliance with Corporate Governance provisions as per SEBI (LODR) Regulations2015 are not applicable to the Company.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Shantanu Dixit (DIN: 03146408) Whole Time Director of the Company is retiringby rotation & being eligible offers himself for reappointment.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no transactions entered into with related parties as defined under CompaniesAct 2013 during the year were in the ordinary course of business and on an arm's lengthbasis and did not attract provisions of Section 188 of Companies Act 2013 relating toapproval of shareholders. There have been no material related party transactionsundertaken by the Company under Section 188 of the Companies Act 2013 and hence nodetails have been enclosed pursuant to clause (h) of subsection (3) of Section 134 ofCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014AOC-2'.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the Year The Company has not given any loans or not made any investmentsHowever the Company has given Corporate guarantee to group company for availing loan ofRs. 470900000/-(Rupees Forty-Seven Crore Nine Lacs Only) in 2015 pursuant to section185 of the Companies Act 2013. The said guarantee is still subsisting in the financialyear 2018-2019.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
31. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
32. RISK MANAGEMENT POLICY:
The Company has laid down sufficient procedures about risk assessment and itselimination and/or its minimization.
The Company has adopted a Policy on Risk Management to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the Company's business. In order to achieve the keyobjective this Policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues.
The Company's management systems organizational structures processes standards codeof conduct Internal Control and Internal Audit methodologies and processes that governshow the Company conducts the business of the Company and manages associated risks.
33. OTHER DISCLOSURES
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the financial year2018-19:
34. Deposits covered under Chapter V of the Companies Act 2013.
35. Issue of equity shares with differential rights as to dividend voting orotherwise.
36. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
37. The Company does not have any Employees' Stock Option Scheme.
38. 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.
39. The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
40. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
41. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Company has not been taken Credit Rating from any credit Rating Agency.
43. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (e) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is Annexure-D to this report.
The Company seeks to Promote Highest levels of ethical standards in the normal businesstransactions guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and as amended from time totime. The policies are available on the website of the Company at www.pradeshtoday.com
45. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act 2013 readwith Rule 8 of Companies (CSR Policy) Rules 2014 regarding corporate socialresponsibility do not apply to the company for the period under review.
46. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant of the provisions of the Companies Act 2013 and as per regulation 17(10) ofthe SEBI (LODR) Regulation 2015 the Company has devised a policy containing criteria forevaluating the performance of the independent. Non-Executive and Executive DirectorsBoard and committees. Feedback was sought by way of structured questionnaire coveringvarious aspects of the Boards functioning such as adequacy of the composition of theBoard and its committee Board culture execution and performance of specific dutiesobligations and governance. The manner in which evolution has been carried out in theCorporate Governance report forming part of this Annual Report.
47. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operation include global and domestic demand and supply conditionsaffecting selling prices of Raw Materials Finished Goods input availability and priceschanges in government regulations tax laws economic developments within and outside thecountry and various other factors.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.
On Behalf of Board of Directors