You are here » Home » Companies » Company Overview » Pressman Advertising Ltd

Pressman Advertising Ltd.

BSE: 509077 Sector: Others
NSE: PRESSMN ISIN Code: INE980A01023
BSE 15:42 | 06 Jul 38.60 -0.35
(-0.90%)
OPEN

38.95

HIGH

39.40

LOW

37.40

NSE 15:43 | 06 Jul 38.90 0.10
(0.26%)
OPEN

39.70

HIGH

39.95

LOW

37.00

OPEN 38.95
PREVIOUS CLOSE 38.95
VOLUME 4994
52-Week high 53.50
52-Week low 25.70
P/E 20.86
Mkt Cap.(Rs cr) 91
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.95
CLOSE 38.95
VOLUME 4994
52-Week high 53.50
52-Week low 25.70
P/E 20.86
Mkt Cap.(Rs cr) 91
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pressman Advertising Ltd. (PRESSMN) - Director Report

Company director report

Your Directors present their Thirty-eighth Annual Report together withthe audited accounts for the year ended 31st March 2022.

Financial Highlights Rs. in lakh
Particulars Current Year Previous Year
Income from operations 1407.96 1699.69
Other income 228.80 334.11
1636.76 2033.80
Profit before tax 539.58 765.74
Tax Expense
Current Tax 120.50 140.00
Deferred Tax (31.67) 58.61
Net Profit after tax 450.75 567.13
Other Comprehensive Income/ (Loss) for the year (net of tax) (0.04) 0.61
Total Comprehensive Income 450.71 567.74

Performance

The company posted a total income of Rs. 1636.76 lakh as against Rs.2033.80 lakh in the previous year. The profit after tax was Rs. 450.75 lakh against Rs.567.13 lakh in the previous year. The steep fall in the total income was on account ofCovid 19 pandemic and intermittent lockdowns during the year. Many companies were badlyaffected which resulted in huge reduction in advertising budgets. This has resulted inlower revenues as a result of which the profits after tax is lower during the year at Rs.450.75 as compared to Rs. 567.13 lakh last year.

Dividend

The Board has recommended dividend of 50% i.e.Rs. 1 per fully paid upequity share of Rs. 2 each of the Company for the year ended 31st March 2022. Thedividend if approved by the members shall amount to Rs. 234.83 lakh.

Unclaimed Dividend Transfer to Investors Education and Protection Fund(IEPF)

Pursuant to the provisions of Section 124 of the Act InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 read with the relevant circulars and amendments thereto (‘IEPF Rules') theamount of dividend remaining unpaid or unclaimed for a period of seven years from the duedate is required to be transferred to the Investor Education and Protection Fund (IEPF)constituted by the Central Government. The Company had accordingly transferred Rs.1494108/- being the unpaid and unclaimed dividend amount pertaining to the FinalDividend for the Financial Year 2013-2014 on 6th October 2021. Notices were sent toconcerned Members having unpaid / unclaimed dividend before transfer of such dividend(s)to IEPF. Details of the unpaid / unclaimed dividend are uploaded under "InvestorInformations Unclaimed Dividend" section on the Company's investor informationwebsite viz. www.pressmanadvertising.in

In terms of the provisions of Section 124(6) of the Companies Act 2013and Investor Education and Protection Fund Authority (Accounting Audit TransferandRefund) Amendment Rules 2017 the Company is required to transfer the shares in respectofwhich dividend remains unpaid and unclaimed for a period of seven consecutive years tothe Investor Education and Protection Fund (IEPF) Suspense Account. Accordingly 71290equity shares have been transferred to IEPF during the year on 10th November 2021 aftergiving individual notices to concerned shareholders and advertisements in newspapers.

The Future - Proposed merger with Signpost India Ltd

As you may be aware on 14th February 2022 your company and itspromoters have entered into definitive Memorandum of Understanding with Signpost India Ltd(Signpost) and its promoters to join hands and pool the resources of two companies tocreate a larger entity which will be mutually beneficial to all the stakeholders.

It is proposed to merge the two companies to create a larger andstronger entity subject to statutory approvals. This will help pool in the experienceexpertise resources and client base of two companies; offer a large bouquet of servicesin the area of advertising and promotion with focus on digital media and emergingtechnologies.

A. The media spends are now rapidly shifting from traditionaladvertising to new platforms in digital space and therefore the combined entity with itsinnovative offerings shall be well placed to grow at a rapid pace.

B. This alliance will enable rapid growth with a larger offering andthe combined strength of the two entities and significantly enhance shareholders'value.

C. Status of Merger:

The merger process has started and the company has appointed RegisterdValuer Merchant Bankers and Legal Advisors. The Scheme and the swap ratio will be decidedin terms of the report of the Registered Valuer. It is expected that barring unforeseencircumstances the merger process will be completed by the end of the current financialyear

Change in the nature of Business

During the year under review there was no change in the nature of thebusiness of the Company.

Directors' Responsibility Statement

As stipulated in Section 134(5) of the Companies Act 2013 yourDirectors subscribe to the Directors' Responsibility Statement and confirm as under:

i. that in the preparation of the annual accounts the applicableaccounting standards have been followed.

ii. that the Directors have selected such accounting policies andapplied them consistently and madejudgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company and of theprofit for the year ended 31st March 2022.

iii. that the Directors have taken proper and sufficient care ofmaintenance of adequate accounting records in accordance with provisions of the CompaniesAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv. that the Directors have prepared the annual accounts on a goingconcern basis.

v. that internal financial control has been laid down by the Companyand such internal financial control are adequate and were operating effectively.

vi. that directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Share Capital

Your Company's paid up Equity Share Capital as on 31st March 2022stood at Rs 234.83 lakh. During the year under review the Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity.

Public Deposits

The Company has not accepted or renewed any deposit from the publicduring the year.

Directors

The applicable laws and regulations and Articles of Association of theCompany govern the composition of the Board. The Board consists of persons of professionalexpertise and experience in technical financial and operational segments and providesleadership and guidance to the management. Ms Sujata Suchanti (DIN: 00273832) retires byrotation pursuant to the provisions of Section 152 of the Act at the forthcoming AGM andbeing eligible offers herselffor re-appointment. Pursuant to the recommendation of theNomination and Remuneration Committee the Board of Directors proposed the renewal of theterm of appointment of Dr Niren Suchanti (DIN: 00909388) as Chairman and ManagingDirectorofthe Company without remuneration for a further period of one year with effectfrom 5th July 2022 subject to the provisions of Section 196 and 203 ofthe Companies Act2013.

Declaration by Independent Directors

A declaration by Independent Directors that they meet the criteria ofindependence as provided in sub-Section (6) of Section 149 ofthe Companies Act 2013 hasbeen received from all the Independent Directors.

Conservation of Energy Technology Absorption Foreign Exchange Earningand Outgo

The operations of your company do not require energy consumption of anysignificant level. The Company does not use any imported technology. Thereforeinformation regarding conservation of energy and technology absorption under Section134(3) (m) ofthe Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules2014 is not annexed. Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

Listing

The shares of the company are listed on Bombay Stock Exchange (BSE)National Stock Exchange (NSE) and Calcutta Stock Exchange (CSE). Listing fees for the year2021 -2022 have been paid to all the Stock Exchanges.

Number of Board meetings held

The Board of Directors met four times during the financial year from1st April 2021 to 31st March 2022 as follows:

3rd June 2021 10thAugust2021 10th November20213rdFebruary2022and14th February2022.

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013and rules made thereunder the term of M/s Mookherjee Biswas & Pathak (FirmRegistration No. 301138E) Chartered Accountants as the Statutory Auditors of the Companywill conclude at the close of ensuing Annual General Meeting of the Company.

Subject to the approval of the Members and based on the recommendationof the Audit Committee ofthe Company the Board of Directors of the Company hasrecommended the reappointment of M/s Mookherjee Biswas & Pathak (Firm RegistrationNo. 301138E) Chartered Accountants as the Statutory Auditors of the Company to holdoffice for a further period of 5 (five) years from the conclusion of the forthcomingAnnual General Meeting.

The total fee for all services paid by the Company to the StatutoryAuditor for the year 2021-2022 is Rs. 3 lakh.

Board Evaluation

As per the provisions of the Companies Act 2013 and ListingRegulations a Board Evaluation Policy has been put in place. The process of review ofNon-Independent Directors and the Board as a whole and also its committees were undertakenin a separate meeting of Independent Directors without the attendance of Non-IndependentDirectors and members of the management. At the meeting the performance of the Chairmanwas reviewed taking into account the views of the Non-Executive Directors and IndependentDirectors. The meeting also assessed the quality quantity and timeliness of the flow ofinformation required for the Board to perform its duties properly.

The Board of Directors separately evaluated the performance of each ofthe Independent Directors. The concerned Independent Director did not participate in themeeting.

The Directors have expressed their satisfaction with the evaluationprocess.

Based on the findings from the evaluation process the Board willcontinue to review its procedures and effectiveness in the financial year ahead with aview to practicing the highest standards of corporate governance.

Material Changes and Commitments if any affecting the financialposition of the Company

It is heartening to see that things are now slowly getting intonormalcy after three successive waves of COVID 19 pandemic.

There are no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year to which theseFinancial Statements relate and the date of this report. The disruption in the economycaused by the pandemic resulted in substantial fall in both revenues and profits.

Secretarial Auditor and Secretarial Standards

As per requirements of Section 204 of the Companies Act 2013 thecompany has appointed Mr Arup Kumar Roy Practicing Company Secretary to undertake thesecretarial audit of the company. The Secretarial Audit Report for the year ended 31stMarch 2022 is annexed and forms part of this annual report.

The Secretarial Audit Report does not contain any qualificationreservation adverse mark or disclaimer. During the year under review the SecretarialAuditor has not reported any matter under section 143(12) of the Act therefore no detailsis required to be disclosed under section 134(3)(ca) of the Act. During the Financialyear your company has complied with applicable Secretarial Standards respectively.

Directors' Qualification Certificate

In terms of SEBI (LODR) Regulations 2015 a certificate from Mr ArupKumar Roy Practicing Company Secretary has been received stating that none of theDirectors on the board of the company have been debarred or disqualified from beingappointed or continuing as directors of company by Ministry of Corporate Affairs or anysuch statutory authority and the same is annexed to this report.

Disclosure of transactions of the listed entity with any person orentity belonging to the promoter/promoter group which hold(s) 10% or more shareholding inthe listed entity

During the financial year 2021-2022 transactions took place with anyperson or entity belonging to the promoter/promoter groups which hold(s) 10% or moreshareholding in the listed entity.

Sl No. Name of Promoters No. of Shares Type of Transaction Mode of Transaction Date of Transaction
1. Dr Niren Suchanti 450000 Sale Market 17.02.2022
2. Mr Navin Suchanti 511784 Sale Market 17.02.2022

Corporate Social Responsibility

Subject to the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2015 the Companyas a part of its CSR initiatives has made contributions in accordance with the formulatedCSR Policy. The report of the CSR activities is given as Annexure forming part of theAnnual Report.

A certificate from Mr B G Pasari Chief Financial Officer has beenplaced before the Board which certifies that the funds of CSR have been utilized for thepurpose and in the manner approved by the Board in terms of the Companies (CorporateSocial Responsibility Policy) Amendment Rules 2021. The projects approved by the Boardare uploaded in the website of the company at www.pressmanadvertising.in in terms of theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021.

Corporate Governance

The Company has complied with all the corporate governance requirementsunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separatereport on the corporate governance together with company's Auditors Certificateconfirming compliance is annexed to this report.

Policies

We seek to promote and follow the highest level of ethical standards inall our business transactions. The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandated the formulation of certain policies for all listed companies.All our corporate governance policies are available on our websitewww.pressmanadvertising.in. The policies are reviewed periodically by the Board andupdated based on need and new compliance requirements.

In additions to its Code of Conduct and Ethics key policies that havebeen adopted by the Company are as follows:

Name of Policy Brief description Web link
Vigil Mechanism The Company has adopted the vigil mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. There has been no change to the said policy adopted by the Company during the year 2017. http://www.pressmanadvertising. in/download/Vigil_Mechanism.pdf
Corporate Social Responsibility Policy (CSR) The Company has formulated CSR policy in accordance with Section 135 and Schedule VII the Companies Act 2013. http://www.pressmanadvertising.in/downl oad/Policy-CSR.pdf
Related Party Transaction Policy This policy regulates all transactions between the Company and its related parties http://www.pressmanadvertising. in/download/Policy-related-party- transations.pdf
Insider Trading Policy This policy provides the framework in dealing with securities of the Company in terms of SEBI(Prohibition of Insider Trading) Regulations 2015. http://www.pressmanadvertising. in/download/code-of-conduct-for- prohibition-of-insider-trading-pressman.pdf
Prevention of Sexual Harassment Policy This Policy creates and maintains a secure work environment where its employees will work and pursue business together in an atmosphere free of harassment. http://www.pressmanadvertising. in/download/Policy-SEXUAL- HARASSMENT.pdf
Directors Sr. Management- Appointment and Remuneration Policy This Policy is to provide a framework and set standards for the appointment of directors with requisite experience and skills who have the capacity and ability to lead the Company. It also defines the role of the Nomination and Remuneration Committee. https://www.pressmanadvertising.in/dow nload/PAL-Directors-KMP-Policy.pdf
Criteria for making payments to Nonexecutive Directors This Policy provides a framework that overall remuneration should be reflective of the size of the Company complexity of the sector/industry/company's operations and the company's capacity to pay the remuneration. https://www.pressmanadvertising.in/dow nload/Criteria-for-making-payments-to-Non- executive-Directors.pdf
Appointment of Independent Directors This Policy shares a framework for terms and conditions of appointment of independent directors. https://www.pressmanadvertising.in/dow nload/Terms-and-Appointment-of- Independent-Directors-converted.pdf
Familiarisation programme for Independent Directors This Policy introduces the process of familiarising the independent directors with the company their roles rights responsibilities in the company nature ofthe industry in which the company operates business model of the company etc. through various programmes. https://www.pressmanadvertising.in/dow nload/Familiarization-programm-for- Independent-Directors.pdf
Policy for determining Materiality of Events This Policy has been formulated for determination of Materiality of events or information that warrant disclosure to investors. https://www.pressmanadvertising.in/dow nload/Policy-on-criteria-for-determing- Materiality-of-Events.pdf
Policy for determining Material Subsidiaries This Policy will be used to determine the material subsidiaries and material unlisted Indian subsidiaries of the Company and to provide the governance framework for such subsidiaries. https://www.pressmanadvertising.in/dow nload/Policy-for-determining-material- subsidiary-converted.pdf
Policy on Dividend Distribution This Policy has been published to define the dividend distribution Scheme. https://www.pressmanadvertising.in/dow nload/Dividend-Distribution-Policy.pdf

Familiarization programme for independent directors

The details of training and familiarization program is available inCompany's website link http://www.pressmanadvertising.in/download/Policy-Familiarisation-programme.

Policy on Directors' and Key Managerial Personnel'sAppointment and Remuneration

In accordance with section 178 read with SEBI (LODR) Regulations 2015the Nomination & Remuneration Committee has laid down a policy for appointment andremuneration of Directors' and Key Managerial Personnel. The policy defines the criteriato evaluate positive attributes independence of a Director and recommend to the Boardtheir appointment and remuneration.

Pursuant to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respectofemployees of the Company there are no employees who are in receipt of remuneration inexcess of the limit specified under Section 134(3) (q) read with Rule 5 (2) and 5 (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules2016.

Particulars of Employees pursuant to Section 134(3)(q) of the Companies(Amendment) Act 2017 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016

The information required in terms of Section134(3) of the Companies(Amendment) Act 2017 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 isfurnished hereunder:

i) The ratio of the remuneration of Director to the median remunerationof the employees of the Company: Not Applicable

ii) The percentage increase in remuneration of CFO CS during thefinancial year:

iii) The percentage increase in the median remuneration of employees inthe financial year is 2.32.

iv) The number of permanent employees on the rolls of company at theend ofthe financial year 2021-2022 is 18.

v) It is hereby affirmed that the remuneration of KMP's are inaccordance with the Remuneration Policy.

Sl No. Name Designation Remuneration paid FY 2021-22 (Rs. in lakh) Remuneration paid FY 2020-21 (Rs. in lakh) Percentage increase in remuneration
1 MrBG Pasari Chief Financial Officer 22.95 16.44 39.60
2 Ms Paulami Mukherjee Company Secretary 4.32 3.37 28.19

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under reviewas per the provisions of Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is presented separately which forms part of the AnnualReport.

Disclosure of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) ofthe Act theAnnual Return as on 31st March 2021 is available in the website of the Company at thelink : https://www.pressman advertising.in /investorrelations/Corporate Governance.pdf

Reporting of Fraud by Auditors

As required under Section 143(12) of the Companies Act 2013 theAuditors have not reported any frauds in the financial year under review to the AuditCommittee or the Board of Directors. Hence the Board has nothing to report under Section134(3) (ca) ofthe Companies Act 2013.

Related Party transactions

Related party transactions that were entered during the financial yearwere at arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests ofthe Company. Transactions with related parties entered by the Company in theordinary course of business are periodically placed before the Audit Committee for itsapproval. The particulars ofcontracts entered into during the year as per Form AOC-2 areenclosed as Annexure to this report.

Key Managerial Personnel

During the year there was no change in the Key Managerial Personnel ofthe Company.

Particulars of Loans Guarantees or Investments

There are no loans guarantees or investments made by the Companycovered under the provision of Section 186 of the Companies Act 2013.

Qualification Reservation or Adverse Remarks in the Audit Reports

There is no qualification reservation or adverse remark made by theStatutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

Details of significant and material orders passed by the RegulatorsCourts and Tribunals:

No significant and material orders have been passed by the RegulatorsCourts and Tribunals impacting the going concern status and the company's operationsin future.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report is not applicableto the Company during the period under review.

Internal Financial Control

Your Company has adequate internal control system which iscommensurate with the size scale and complexity of its operations. Your Company hasdesigned and implemented a process driven framework for Internal Financial Controls("IFC") within the meaning of the explanation of Section 134(5) of the Act SEBIRegulations 2015 and o the relevant statutes applicable to your Company.

Your Company has a process in place to continuously monitor existingcontrols and identify gaps and implement new and / or improved controls wherever theeffect of such gaps would have a material effect on your Company's operation.

Human Resources

A detailed report on human resources is a part of the ManagementDiscussion and Analysis Report which forms a part of the Board's Report.

Key Financial Ratios:

Key Financial Ratios for the financial year ended 31st March 2022 areprovided in the Management Discussion and Analysis Report which is annexed hereto andforms a part of the Notes to the Financial Statements for the Financial Year 2021-2022.

Development and Implementation of a Risk Management Policy

The policy on risk management is not applicable to the Company.

Acknowledgement

The Directors thank the shareholders for their continued confidence andtrust reposed in the management and the employees for their dedicated services.

.