Your Directors present their Thirty-sixth Annual Report together with the auditedaccounts for the year ended 31st March 2020.
Financial Highlights Rs in lakh
|Particulars ||Current Year ||Previous Year |
|Income from operations ||3268.52 ||4203.31 |
|Other income ||158.71 ||210.00 |
| ||3427.23 ||4413.31 |
|Profit before tax ||697.87 ||849.96 |
|Ta Rs Expense Current Tax ||163.00 ||195.00 |
|Deferred Tax ||2.63 ||- |
|Net Profit after tax ||532.24 ||654.96 |
|Other Comprehensive Income/ (Loss) for the year (net of tax) ||(0.73) ||(1.47) |
|Total Comprehensive Income ||531.51 ||653.49 |
The company posted a total income of Rs 3427.23 lakh against previous year total incomeof Rs 4413.31 lakh. The profit after ta Rs was Rs 532.24 lakh against Rs 654.96 lakh inthe previous year. The year has been a difficult one for the industry with substantialreduction in advertising budgets by government undertakings banks and mutual funds. Thishas resulted in lower revenues and profits.
The Board has recommended dividend of 50% i.e. Rs 1 per fully paid up equity shares ofRs 2 each of the Company for the year ended 31st March 2020. The dividend if approved bythe members will result in the total dividend appropriation of Rs 234.83 lakh.
All the four divisions of the company's business - Advertising Public RelationsDesign and Digital have been severely impacted on account of the lockdown in the country.Further the cash flow of the company has also been badly affected as most of the clientshave delayed payments. However since the company is debt free it has the liquidity tomeet the funds requirement in the short term.
Most companies have slashed their advertising and public relations expenditure in viewof their business activities coming to a standstill and the unprecedented slowdown in theeconomy. The advertising and public relations are usually the first areas where companieslook to reduce costs and accordingly we fear substantial budget cuts during the year.
The immediate future looks extremely challenging and the company anticipates prolongedslowdown in business along with cancellation of contracts further delayed payments baddebts etc. Subsequently the return of normalcy in our business will largely depend onhow the economy and the manufacturing and services sectors recover.
Directors' Responsibility Statement
As stipulated in Section 134(5) of the Companies Act 2013 your Directors subscribe tothe Directors' Responsibility Statement and confirm as under:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed.
ii. that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company and of the profit for theyear ended 31st March 2020.
iii. that the Directors have taken proper and sufficient care of maintenance ofadequate accounting records in accordance with provisions of the Companies Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv. that the Directors have prepared the annual accounts on a going concern basis.
v. that internal financial control has been laid down by the Company and such internalfinancial control are adequate and were operating effectively.
vi. that directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted or renewed any deposit from the public during the year.
The composition of the Board is governed by the applicable laws and regulations andArticles of Association of the Company. The Board consists of persons of professionalexpertise and experience in technical financial and operational segments and providesleadership and guidance to the management.
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors proposed the renewal of the term of appointment of Dr Niren Suchanti (DIN:00909388) as Chairman and Managing Director of the Company without remuneration for afurther period of two years with effect from 5th July 2020 subject to the provisions ofSection 196 and 203 of the Companies Act 2013 and the approval of members at the ensuingAGM.
Mrs Sujata Suchanti (DIN: 00273832) retires by rotation pursuant to the provisions ofSection 152 of the Act at the forthcoming AGM and being eligible offers herself forre-appointment.
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardproposed the re-appointment of Mr Sushil Kumar Mor (DIN: 00274066) as an IndependentDirector effective from 5th August 2020 for a period of five years is proposed subject tothe approval of the Members by way of special resolution at the ensuing AGM.
Declaration by Independent Directors
A declaration by Independent Directors that they meet the criteria of independence asprovided in sub-Section (6) of Section 149 of the Companies Act 2013 has been receivedfrom all the Independent Directors.
Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo
The operations of your company do not require energy consumption of any significantlevel. The Company does not use any imported technology. Therefore information regardingconservation of energy and technology absorption under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is not annexed.
Foreign Exchange Earnings : Rs 6.41 lakh Foreign Exchange Outgo : Rs 1.51 lakh
The shares of the company are listed on Bombay Stock Exchange (BSE) National StockExchange (NSE) and Calcutta Stock Exchange (CSE). Listing fees for the year 2019 -2020have been paid to all the Stock Exchanges.
Number of Board meetings held
The Board of Directors met five times during the financial year from 1st April 2019to31st March 2020 as follows:
9th April 2019 22nd May 2019 14th August 2019 7th November 2019 and 8thFebruary 2020.
The shareholders at the 33rd Annual General Meeting (AGM) held on 15th September 2017had approved the appointment of M/s Mookherjee Biswas & Pathak (FRN: 301138E)Chartered Accountants as statutory auditors for a term of five years i.e. till theconclusion of AGM to be held in year 2022. There are no qualifications adverse remarks ordisclaimer made by the Auditors in their Report.
Total fees for all services paid by the Company to the Statutory Auditor is Rs 3 lakh.
As per the provisions of the Companies Act 2013 and Listing Regulations a BoardEvaluation Policy has been put in place. The process of review of Non-IndependentDirectors and the Board as a whole and also its committees were undertaken in a separatemeeting of Independent Directors without the attendance of Non-Independent Directors andmembers of the management. At the meeting the performance of the Chairman was reviewedtaking into account the views of the Non-Executive Directors and Independent Directors.The meeting also assessed the quality quantity and timeliness of the flow of informationrequired for the Board to perform its duties properly.
The Board of Directors separately evaluated the performance of each of the IndependentDirectors. The concerned Independent Directors did not participate in the meeting. TheDirectors have expressed their satisfaction with the evaluation process.
Based on the findings from the evaluation process the Board will continue to reviewits procedures and effectiveness in the financial year ahead with a view to practicing thehighest standards of corporate governance.
Material Changes and Commitments
Except the effect of Covid pandemic and consequent lockdown resulting in a severeslowdown in the economy there are no material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthese Financial Statements relate and the date of this report.
As per requirements of Section 204 of the Companies Act 2013 the company hasappointed Mr Arup Kumar Roy (Practicing Company Secretary) to undertake the secretarialaudit of the company. The Secretarial Audit Report for the year ended 31st March 2020 isannexed and forms part of this annual report.
Directors' Qualification Certificate
In terms of SEBI (LODR) Regulations 2015 a certificate from Mr Arup Kumar RoyPracticing Company Secretary has been received stating that none of the Directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of company by the Board/Ministry of Corporate Affairs or any such statutoryauthority and the same is annexed to this report.
Disclosure of transactions of the listed entity with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entity
During the financial year 2019-20 no such transaction took place with any person orentity belonging to the promoter/promoter group which hold(s) 10% or more shareholding inthe listed entity.
Corporate Social Responsibility
Subject to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2015 the Company as a part ofits CSR initiatives has made contributions in accordance with the formulated CSR Policy.The report of the CSR activities is given as Annexure forming part of the Annual Report.
The Company has complied with all the corporate governance requirements under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report onthe corporate governance together with company's Auditors Certificate confirmingcompliance are annexed to this report.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.pressmanadvertising.in. The policies are reviewed periodically by the Boardand updated based on need and new compliance requirements.
In additions to its Code of Conduct and Ethics key policies that have been adopted bythe 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 2019-20. ||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/dow nload/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 InsiderTrading) 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/do wnload/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/do wnload/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/do wnload/Terms-and-Appointment-of- Independent-Directors-converted.pdf |
|Familiarisation programme for Independent Directors ||This Policy familiarise the independent directors with the company their roles rights responsibilities in the company nature of the industry in which the company operates business model ofthe company etc. through various programmes. ||https://www.pressmanadvertising.in/do wnload/Familiarization-programm-for- Independent-Directors.pdf |
|Policy for determining Materiality of Events ||This Policy has been formulated determination of Materiality of events or information that warrant disclosure to investors. ||https://www.pressmanadvertising.in/do wnload/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/do wnload/Policy-for-determining-material- subsidiary-converted.pdf |
|Policy on Dividend Distribution ||This Policy has been published for a formal dividend distribution Scheme. ||https://www.pressmanadvertising.in/do wnload/Dividend-Distribution-Policy.pdf |
Policy on Directors' and Key Managerial Personnel's Appointment and Remuneration
In accordance with section 178 read with SEBI (LODR) Regulations 2015 the Nomination& Remuneration Committee has laid down a policy for appointment and remuneration ofDirectors' and Key Managerial Personnel. The policy defines the criteria to evaluatepositive attributes independence of a Director and recommend to the Board theirappointment and remuneration.
Pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 in respect of employees of theCompany there are no employees who are in receipt of remuneration in excess of the limitspecified under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
Particulars of Employees pursuant to Section 134(3) of the Companies (Amendment) Act2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016
The information required in terms of Section 134(3) of the Companies (Amendment) Act2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 is furnished hereunder:
i) The ratio of the remuneration of Director to the median remuneration of theemployees of the Company: Not Applicable
ii) The percentage increase in remuneration of CFO CS during the financial year:
iii) The percentage increase in the median remuneration of employees in the financialyear is 3.50%.
iv) The number of permanent employees on the rolls of company at the end of thefinancial year 2019-20 is 42.
v) It is hereby affirmed that the remuneration of KMP's are in accordance with theRemuneration Policy.
|Name ||Designation ||Remuneration paid FY 2019-20 (Rs in lakh) ||Remuneration paid FY 2018-19 (Rs in lakh) ||Percentage increase in remuneration ||Ratio per Median of employee remuneration |
|1 Mr B G Pasari ||Chief Financial Officer ||22.75 ||22.75 ||- ||- |
|3 Ms Paulami Mukherjee* ||Company Secretary ||3.28 ||- ||- ||- |
* from 22nd May' 2019
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as per theprovisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is presented separately which forms part of the Annual Report.
Disclosure of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed to this Report.
Reporting of Frauds
As required under Section 143(12) of the Companies Act 2013 the Auditors have notreported any frauds in the financial year under review to the Audit Committee or the Boardof Directors. Hence the Board has nothing to report under Section 134(3)(ca)oftheCompanies Act 2013.
Related Party transactions
Related party transactions that were entered during the financial year were at arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.Transactions with related parties entered by the Company in the ordinary course ofbusiness are periodically placed before the Audit Committee for its approval. Theparticulars of contracts entered into during the year as per Form AOC-2 are enclosed asAnnexure to this report.
Particulars of Loans Guarantees or Investments
There are no loans guarantees or investments made by the Company covered under theprovisions of Section 186 of the Companies Act 2013.
Details of significant and material orders passed by the Regulators Courts andTribunals:
No significant and material orders have been passed by the Regulators Courts andTribunals impacting the going concern status and the company's operations in future.
Development and Implementation of a Risk Management Policy
The policy on risk management is not applicable to the Company.
The Directors thank the shareholders for their continued confidence and trust reposedin the management and the employees for their dedicated services.
| ||For and on behalf of the Board |
|Pressman House || |
|10A Lee Road || |
|Kolkata 700 020 ||Dr Niren Suchanti |
|June 30 2020 ||Chairman & Managing Director |