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Madhya Pradesh Today Media Ltd.

BSE: 535009 Sector: Media
NSE: MPTODAY ISIN Code: INE105Y01019
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Madhya Pradesh Today Media Ltd. (MPTODAY) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 8th Annual Report and the auditedaccounts for the financial year ended 31st March 2018.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial Year ended 31stMarch 2018 is summarized below:

Particulars

2017-18

2016-17

Revenue from operation 2258.83 1908.24
Other Income 84.51 19.31
Total Revenue 2343.34 1927.55
Depreciation & amortization expenses 57.27 49.97
Net Profit Before exceptional Items & Tax 530.95 352.24
Tax Expenses:
Current Tax 155.24 111.21
Deffered Tax (20.32) 5.51
Net Profit After Tax 307.35 235.52
Profit for the period from continued operations 307.35 235.52
Earning Per Shares (EPS):
Basic 8.74 9.73
Diluted 8.74 9.73

2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31st March 2018 were Rs.2343.34 Lakhs as against Rs. 1927.55 Lakhs in the previous year. The Operating Profitbefore Taxation (PBT) amounted to Rs. 442.27Lakhs as against Rs. 352.24 Lakhs in previousyear. Total Income/Profit after Tax (PAT) amounted to Rs. 307.35 Lakhs as against Rs.235.52 Lakhs in previous year.

3. CHANGE THE NAME OF THE COMPANY

During the year Company intended to expand its business operation which is favourableto the Company The Status of the Company is changed from Private Limited Company toPublic Limited Company. On Friday 30th June 2017 The Members of the Company consideredthat it is desirable and necessary to change the status of the Company from ‘MADHYAPRADESH TODAY MEDIA PRIVATE LIMITED to

"MADHYA PRADESH TODAY MEDIA LIMITED."

4. SHARE CAPITAL:

During the year Share Capital of the Company has been increased from existing Rs.12500000 (Rupees One Crore Twenty Five Lakhs Only) divided into 1250000 (Twelve LakhFifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 55100000 (Rupees FiveCrore Fifty One Lakhs Only) divided into 5510000 (Fifty Five Lakhs Ten Thousand) EquityShares of Rs. 10/- (Rupees Ten) each by creation of additional amount of Rs. 42600000(Rupees Four Crore Twenty Six Lakhs Only) divided into 4260000 (Forty Two Lakhs SixtyThousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

Further During the year Company has been issued of 1210000 (Twelve Lakh TenThousand) Equity Shares of face value of Rs. 10/- each and credited as fully paid-up"Bonus Shares" in proportion of 01 (One) such new Equity share for every 01(one) existing equity share.

During the year Company has successfully completed its Initial Public Offer (IPO)pursuant to which 2148000 equity shares of Rs.10/- each were allotted at price of Rs.66/- per equity share.

We are pleased to inform you that the equity shares of the company listed and admittedto dealings on the EMERGE SME platform of the Exchange w.e.f. September 29 2017.

5. DIVIDEND:

The Board of Directors of the Company at its meeting held on October 05 2017 hasdeclared first Interim Dividend of Rs. 0.50/- per equity share (on the face value of Rs.10/- per share) for the financial year 2017-18.

6. TRANSFER TO GENERAL RESERVE:

The Board of Directors does not propose to transfer any amount to the reserves.

7. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)

Total IPO Proceeds

Proposed for 2017-18

Actual as on 31.03.2018

Proposed for 2018-19

1416.69 877.00 975.66 526.69

"During the year the company was to spend Rs. 877.00 Lacs in the financial year2017-2018 in terms of Prospects dt.8th September 2017; however the company hasactually Spent Rs. 975.66 Lacs i.e. more than the amount projected on different head asmentioned in the offer document. Thus there is no deviation of utilization of proceeds ofobjects as stated in the offer document hence no shareholders approval is sought."

8. SUBSIDIARIES:

Since the Company has no subsidiaries provisions of Section 129 of the Companies Act2013 is not applicable.

9. 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

10. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the financial year the Board had met 14 (Forteen) times on 15.05.201701.06.2017 24.06.2017 05.07.2017 28.07.2017 02.08.2017 05.09.2017 08.09.201705.10.2017 04.11.2017 14.11.2017 16.01.2018 27.02.2018 & 30.03.2018. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

11. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards.

12. 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 inthe preparation of the annual accounts the applicable accounting standard had beenfollowed 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

13. 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.

14. 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

15. 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:

'AUDIT COMMITTEE'

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:

S. No.

Name of Committee Member Designation Position in Committee

No. of meetings attended

1. Mr. Nitin Maheshwari Independent Director Chairman 4
2. Ms. Ruchi Sogani Independent Director Member 4
3. Mr. Kaustubh Dixit Non-Executive Director Member 4

During the year under review the Committee met 4 times on 5th October2017 04th November 2017 14th November 2017 and 30thMarch 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:

S. No. Name of Committee Member Designation Position in Committee No. of meetings attended
1. Mr. Nitin Maheshwari Independent Director Chairman 4
2. Ms. Ruchi Sogani Independent Director Member 4
3. Mr. Kaustubh Dixit Non-Executive Director Member 4

During the year under review the Committee met 4 times on 5th October2017 04th November 2017 14th November 2017 and 30thMarch 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:

S. No. Name of Committee Member Designation Position in Committee No. of meetings attended
1 Ms. Ruchi Sogani Non-Executive Director Chairman 4
2 Mr. Nitin Maheshwari Independent Director Member 4
3 Mr. Kaustubh Dixit Non-Executive Director Member 4

During the year under review the Committee met 4 times on 5th October2017 04th November 2017 14th November 2017 and 30thMarch 2018.

16. AUDIT REPORTS AND AUDITORS:

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.

The Secretarial Audit report for the financial year 2018 does not contain anyqualifications reservation or adverse remark. The same is summarized as under :

The company has not filed Form MGT-14 under section 179(3) of the Companies Act 2013.

Board's Reply: The Company has inadvertently not filed MGT 14 however the company isin the process of making the said default good.

The Company has not filed Form CHG-1 in respect of Creation of Charge due to proceduraldelay by the respective Banks as specified by the management of the Company.

Board's Reply: The Company has already prepared respective Form CHG-1 in respect ofCreation of Charge and same is under process for filling the same.

The Secretarial Audit is enclosed as per Annexure B_to the Board's Report in thisAnnual Report.

17. STATUTORY AUDITOR:

M/s. P.K. SHISHODIYA & CO. Chartered Accountants (Firms Registration No.003233C)Indore as a statutory Auditors of your Company for a period of 5 years from the conclusionof the ensuing Annual General Meeting till the conclusion of the Annual General Meeting tobe held in the year 2023 based on there commendation of the Audit Committees and subjectto the approval of the members.

They have confirmed to the Company that their appointment if made at the ensuing 8thAnnualGeneral Meeting would be within the limits prescribed under Section 141 of the CompaniesAct 2013 and that they are not disqualified from appointment within the meaning of thesaid Act.

18. INTERNAL AUDITOR:

The Company has appointed M/s. S.N. Gadiya & Co. Chartered Accountants as an internalauditor for the financial year 2018-2019.

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

EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARSIN THE REPORT OF 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 theCompany for utilizing alternate sources of energy: N.A. iii. The capitalinvestment on energy conversation equipment's : N.A.

(B) Technology absorption:

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 2018 the Company's Paid up Capital is of Rs. 45680000/- (RupeesFour CroreFifty Six Lakhs Eighty Thousand Only) and Net worth is of Rs. 216728189/-(Rupees Twenty-One Crore Sixty Seven Lakhs Twenty-Eight Thousand One hundred andEighty-Nine 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. Kaustubh Dixit (DIN: 07219025) Director of the Company is retiring byrotation & being eligible offers himself for reappointment.

During the year under review Mr. Shantanu Dixit appointed as Chief Financial Officerof the Company w.e.f. 02nd August 2017.

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 2014‘AOC-2'.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT 2013

The particulars of investment made under Section 186 of the Companies Act 2013 hasbeen disclosed in the financial statements in note 4 of annexure referred to in point 1 ofIndependent Auditor's Report of the Balance Sheet.

During the Year The Company has not given any loans or given any guarantees.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY:

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 governs how theCompany 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 year2017-18:

Deposits covered under Chapter V of the Companies Act 2013.

Issue of equity shares with differential rights as to dividend voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under anyscheme.

The Company does not have any Employees' Stock Option Scheme.

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.

The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

No fraud has been reported by the Auditors to the Audit Committee or the Board. 34. MANAGEMENT'SDISCUSSION 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 Disclosure Requirements)Regulation 2015 is Annexure-D to this report.

35. POLICIES

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

36. 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.

37. 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.

38. ACKNOWLEDGEMENTS:

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
Hradayesh Kumar Dixit Shantanu Dixit
Managing Whole-Time-Director &
Director CFO
DIN: 03146320 DIN: 03146408

Place: Bhopal

Date: 29th August 2018