Your Directors present their Thirty-fifth Annual Report together with the auditedaccounts for the year ended 31st March 2019.
Rs in lakh
|Particulars ||Current Year ||Previous Year |
|Income from operations ||4203.31 ||4609.83 |
|Other income ||210.00 ||328.77 |
| ||4413.31 ||4938.60 |
|Profit before tax ||849.96 ||1105.69 |
|Tax Expenses || || |
|Current Tax ||195.00 ||270.00 |
|Deferred Tax ||- ||3.66 |
|Net Profit after tax ||654.96 ||832.03 |
|Other Comprehensive Income/ Loss for the year (net of tax) ||(1.47) ||(6.93) |
|Total Comprehensive Income ||653.49 ||825.10 |
The company posted a total income of Rs 4413.31 lakh against previous year total incomeof Rs 4938.60 lakh. The profit after tax was Rs 654.96 lakh against Rs 832.03 lakh in theprevious 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 Rs 1.40 per fully paid up equity shares of Rs 2each of the Company for the year ended 31st March 2019. The dividend if approved by themembers at the 35th Annual General Meeting will result in the total dividend appropriationof Rs 396.33 lakh inclusive of dividend distribution tax of Rs 67.58 lakh.
The general business environment has been quite difficult in the first quarter ofpresent year due to uncertainty on account of general elections. The future prospects willlargely depend on the growth trajectory of the economy second quarter onwards.
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 2019.
iii. that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for 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 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 financial and operational segments and provide leadership andguidance to the management. Pursuant to the recommendation of the Nomination andRemuneration Committee the Board of Directors renewed the term of appointment of Dr NirenSuchanti (DIN: 00909388) as Chairman and Managing Director of the Company withoutremuneration for a further period of one year with effect from 5th July 2019 subject tothe provisions of Section 196 and 203 of the Companies Act 2013.
Mr Navin Suchanti (DIN:00273663) retires by rotation pursuant to the provisions ofSection 152 ofthe Act atthe forthcoming AGM and being eligible offers himselfforre-appointment.
Declaration by Independent Directors
A declaration by Independent Directors that they meet the criteria of independence asprovided in sub-Section (6) of Section 149 ofthe 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) ofthe CompaniesAct 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is not annexed.
|Foreign Exchange Earnings ||: Rs 2.94 lakh |
|Foreign Exchange Outgo ||: Rs 1.21 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 2018 -2019 havebeen 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 2018to31st March 2019 as follows:
29th May 201813th August 2018 10th November 2018 5th February 2019 and 1stMarch 2019.
The shareholders at their 33rd Annual General Meeting (AGM) held on 15th September2017 had 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 Director did not participate in the meeting.
The Directors 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
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these Financial Statements relateand 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 Secretatial Audit Report for the year ended 31st March 2019 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 entityDuring the financial year 2018-19 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 ofthe 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 thereon 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 theformulation 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 2017. ||http://www.pressmanadvertising.in/ download/Vigil_Mechanism.pdf |
|Name of Policy ||Brief description ||Web link |
|Corporate Social Responsibility Policy (CSR) ||The Company has formulated CSR policy in accordance with Section 135 and Schedule VII the Companies Act 2013with Rules made thereunder. ||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 |
Familiarization programme for independent directors
The details oftraining and familiarization program is available in Company's websitelink http://www.pressmanadvertising.in/download/Policy-Familiarisation-programme
Policy on Directors' & Key Managerial Personnel's
Appointment and Remuneration
In accordance with section 178 read with SEBI (LODR) Regulation 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 4.77 %
iv) The number of permanent employees on the rolls of company atthe end ofthe financialyear 2018-19 is 44.
v) It is hereby affirmed that the remuneration of KMP's are in accordance with theRemuneration Policy.
|Sl No. ||Name ||Designation ||Remuneration paid FY 2018-19 ( Rs in lakh) ||Remuneration paid FY 2017-18 ( Rs in lakh) ||Percentage increase in remuneration ||Ratio per Median of employee remuneration |
|1 ||MrBG Pasari ||Chief Financial Officer ||22.75 ||22.75 ||- ||- |
|3 ||Ms Punam Singh* ||Company Secretary ||2.75 ||1.50 ||10.00 ||- |
*(from October 2017 to February 2019)
Ms Jaya Shah was appointed as Company Secretary w.e.f 9th April 2019 but afteraccepting her appointment she did not join the company. Ms Paulami Mukherjee has beenappointed as Company Secretary on Wednesday 22nd May 2019.
Management 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 with 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 theprovision 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 has 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 the employees for their dedicated services.
|Pressman House ||For and on behalf of the Board |
|10A Lee Road || |
|Kolkata 700 020 ||Dr Niren Suchanti |
|May 22 2019 ||Chairman & Managing Director |