Your Directors are pleased to present the 10thAnnual Report of the Company along withfinancial statement for the financial year ended 31st March 2020. Further in compliancewith Companies Act 2013 the Company has made all requisite disclosures in the BoardReport with Objective of accountability and transparency in its operations and to make youaware about its performance and future prospective.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial Year ended 31st March 2020is summarized below:
(Amount In Lakhs)
|Particulars ||2019-20 ||2018-19 |
|Revenue from operation ||2731.17 ||2802.67 |
|Other Income ||65.36 ||137.28 |
|Total Revenue ||2796.54 ||2939.95 |
|Depreciation & amortization expenses ||119.51 ||102.28 |
|Net Profit Before Exceptional Items & Tax ||593.10 ||628.70 |
|Tax Expenses: || || |
|Current Tax ||158.11 ||180.18 |
|Deffered Tax ||(3.36) ||1.29 |
|Net Profit After Tax ||435.35 ||447.20 |
|Profit for the period from continued operations ||435.35 ||447.20 |
|Earning Per Shares (EPS): || || |
|Basic ||9.53 ||9.79 |
|Diluted ||9.53 ||9.79 |
2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS
The sales and other income for the year ended 31st March 2020 were Rs. 2796.54 Lakhsas against Rs. 2939.95 Lakhs in the previous year. The Operating Profit before Taxation(PBT) amounted to Rs. 590.09 Lakhs as against Rs. 628.69 Lakhs in previous year. TotalIncome/Profit after Tax (PAT) amounted to Rs. 435.35 Lakhs as against Rs. 447.20 Lakhs inprevious 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.
During the year under review the Company has not issued any dividend to its Members ofthe Company.
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)
Company has fully Utilized Proceeds from Initial Public Offer ("IPO") hencethere is no unutilized 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 r eturn 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 April 01 2019 May 292019 August 28 2019 November 14 2019 January 02 2020 January 07 2020 and March 202020.The maximum interval between any two meetings did not exceed 120 days as prescribedin the Companies Act 2013.
10. SECRETARIAL STANDARDSOF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.
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.
A separate meeting of Independent Directors was held on February 21 2020 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.
13. 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:
The Committee has formed audit committee in line with the provisions of section 177 ofthe Companies Act 2013.Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of the Committee
During the year under review Audit Committee met 2 (Two) times viz on May 29 2019 andNovember 14 2019.
The composition of the Committee and the details of meetings attended by its membersare given below:
|S. No. ||Name of Committee Member ||Category ||Designation ||No. of meetings attended |
|1. ||Mr. Nitin Maheshwari ||Independent Director ||Chairman ||2 |
|2. ||Ms. Ruchi Sogani ||Independent Director ||Member ||2 |
|3. ||Mr. Kaustubh Dixit ||Non-Executive Director ||Member ||2 |
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee have been accepted by the Boardwherever/whenever given.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Companywww.pradeshtoday.com
NOMINATION AND REMUNERATION COMMITTEE'
The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal.
During the year under review Nomination and Remuneration Committee met only 1 (one)timeviz on January 2 2020. The composition of the Committee and the details of meetingsattended by its members are given below:
|S. No. ||Name of Committee Member ||Designation ||Position in Committee ||No. of meetings attended |
|1. ||Mr. Nitin Maheshwari ||Independent Director ||Chairman ||1 |
|2. ||Ms. Ruchi Sogani ||Independent Director ||Member ||1 |
|3. ||Mr. Kaustubh Dixit ||Non-Executive Director ||Member ||1 |
Nomination and Remuneration Policy:
In accordance with Section 134(3) of the Act the amended Policy is also uploaded onthe Company's website at www.pradeshtoday.com
STAKEHOLDERS RELATIONSHIP COMMITTEE'
Pursuant to the provisions of section 178 of the Companies Act 2013 the Company hasconstituted Stakeholder's Grievance & Relationship Committee mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc.
During the year under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz on May 29 2019 August 28 2019 November 14 2019 and March 20 2020.
The composition of the Committee and the details of meetings attended by its membersare given below:
|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 the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2020
14. Explanation or comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Auditors and the Practicing Company Secretary in their Reports
The auditor's report for the financial year 2019 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 containsqualification 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.
15. The Secretarial Audit is enclosed as per Annexure B to the Board's Report in thisAnnual Report.
16. STATUTORY AUDITOR:
At the 8th AGM held on Saturday the September 29 2018 Members appointed M/ s. P.K.SHISHODIYA & CO. Chartered Accountants (Firms Registration No.003233C) Indore asStatutory Auditors of the Company for a period of five years from the conclusion of the8th AGM till the conclusion of the 13thAGM. Pursuant to the provisions of Section 40 ofthe Companies Amendment Act 2017 which was notified on May 7 2018 Members are notrequired to ratify appointment of Statutory Auditors at every AGM. Pursuant to theprovisions of Sections 139(1) and 141 of the Act the Company has received Certificatefrom s. P.K. SHISHODIYA & CO. Chartered Accountants certifying that if they areappointed as Auditors their appointment would be as per the conditions prescribed by thesaid Sections.
17. INTERNAL AUDITOR:
The Company has appointed M/ s. S.N. Gadiya& Co. Chartered Accountants as aninternal auditor for the financial year 2020-2021.
18. 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.
19. 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 2020-2021.
20. 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) orreenactments) for the time being in force).
21. 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 ).
22. 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.
23. 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.
24. 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.
(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.
25. CORPORATE GOVERNANCE:
During the financial year the Company has voluntary adopted Corporate GovernanceReport as per regulation 27 (3) of SEBI (LODR) Regulations 2015 & submitted toquarterly Corporate Governance on The National Stock Exchange Ltd(NSE) Portal. Howeverpursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to mandatorily comply with the provisions ofcertain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and therefore the Company has not provided a separate report onCorporate Governance although few of the information are provided in this report ofDirectors under relevant heading.
26. 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) Whole Time Director of the Company is retiringby rotation & being eligible offers himself for re-appointment.
The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard of the person seeking re-appointment/ appointment as Director arealso provided in Notes to the Notice convening the 10thAnnual General meeting.
27. 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'.
28. 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 2019-20.
29. 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.
30. 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.
31. 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.
32. 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 year20192020: -
33. Deposits covered under Chapter V of the Companies Act 2013.
34. Issue of equity shares with differential rights as to dividend voting orotherwise.
35. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
36. The Company does not have any Employees' Stock Option Scheme.
37. 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.
38. The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
39. 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.
40. 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.
42. 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
44. 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.
45. 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.
46. 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
| ||Hradayesh Kumar Dixit ||Shantanu Dixit |
| ||Managing Director ||WTD & CFO |
| ||DIN: 03146320 ||DIN: 03146408 |
|Place: Bhopal || || |
|Date: 03rd September 2020 || || |