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Directors Report of Pressman Advertising Ltd.

Mar 31, 2018

The Directors present their Thirty-fourth Annual Report together with the audited accounts for the year ended 31st March, 2018.

Financial Highlights Rs. in lakh

Particulars

Current

Year

Previous

Year

Income from operations

4609.83

5012.20

Other income

328.77

160.29

4938.60

5172.49

Operating Profit

1107.68

1010.78

Depreciation

1.99

2.37

Profit before tax

1105.69

1008.41

Tax Expenses

Current Tax

270.00

318.00

Deferred Tax

3.66

3.81

Net Profit after tax

832.03

686.60

Other Comprehensive Income/ Loss for the year (net of tax)

(6.93)

(0.76)

Total Comprehensive Income

825.10

685.84

Performance

The company posted a total income of Rs.4938.60 lakh against previous year total income of Rs.5172.49 lakh. The profit after tax increased by 21.18 % to Rs.832.03 lakh from Rs.686.60 lakh in the previous year.

Dividend

The Board has recommended dividend of Rs.1.40 per fully paid up equity shares of Rs. 2 each of the Company for the year ended 31st March, 2018. The dividend, if approved by the members at the 34th Annual General Meeting will result in the total dividend appropriation of Rs. 396.33 lakh inclusive of dividend distribution tax of Rs. 67.58 lakh.

Future Prospects

Advertising expenditure in India is poised to grow at more than 10% in the current year. While print is projected to grow at 5%, the fastest growing medium in the media sector will be digital, which is expected to grow at 30%. Your Company is well positioned to benefit from this growth.

Directors’ Responsibility Statement

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

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed :

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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 internal financial control has been laid down by the Company and such internal financial control are adequate and were operating effectively.

vi. that directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fixed Deposits

The Company has not accepted or renewed any deposits during the year.

Directors

The composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company. The Board consists of persons of professional expertise and experience in technical, financial and operational segments that provide leadership and guidance to the management.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company renewed the term of appointment of Dr. Niren Suchanti (DIN: 00909388), as Chairman and Managing Director of the Company without remuneration for a further period of one year with effect from 5th July, 2018 subject to the provisions of Section 196 and 203 of the Companies Act, 2013.

Declaration by Independent Directors

A declaration by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received from 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 significant level. The Company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not annexed.

Foreign Exchange Earnings : Rs.1.28 lakh

Foreign Exchange Outgo : Nil

Listing

The shares of the company are listed on BSE, NSE and Calcutta Stock Exchange. Listing fees for the year 2017 -2018 have been paid to all the Stock Exchanges.

Number of Board meetings held

The Board of Directors met four times during the financial year from 1st April, 2017 to 31st March, 2018 as follows:

17th May 2017, 14th August 2017, 17th October 2017 and 13th February 2018.

Auditors

In compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Mookherjee, Biswas & Pathak (FRN: 301138E), Chartered Accountants were appointed as the Statutory Auditors at the 33rd Annual General Meeting held on 15th September, 2017 to hold office for a period of consecutive 5 years subject to ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of appointment.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members has been omitted. As such ratification of the appointment of Statutory Auditors at the AGM is not required.

Board Evaluation

As per the provisions of the Companies Act, 2013 and Listing Regulations, a Board Evaluation Policy has been put in place. The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management. At the meeting, the performance of the Chairman was reviewed taking 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 information required for the Board to perform its duties properly.

The Board of Directors separately evaluated the performance of each of the Independent Directors. 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 review its procedures and effectiveness in the financial year ahead with a view to practicing the highest standards of corporate governance.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and the date of this report.

Secretarial Audit

As per requirements of Section 204 of the Companies Act, 2013, Mr Arup Kumar Roy (practicing company secretary) has submitted the Secretarial Audit Report for the year ended 31st March, 2018 and the same is annexed and forms part of this annual report.

Corporate Social Responsibility

Subject to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2015 the Company as a part of its CSR initiatives has undertaken projects / programs in accordance with the CSR Policy. The report of the CSR activities is given as Annexure forming part of the Annual Report.

Corporate Governance

The Company has complied with the corporate governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the corporate governance and Auditors Certificate thereon are annexed to this report.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. 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 website www.pressmanadvertising.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In additions to its Code of Conduct and Ethics, key policies that have been 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 2015.

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, 2013.

http://www.pressmanadvertising.in/

download/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

Familiarization programme for independent directors

The details of training and familiarization program Is available In Company’s website link http://www.pressmanadvertising.in/ download/Policy-Familiarisation-programme

Policy on Directors’ & Key Managerial Personnel’s Appointment and Remuneration

The Nomination & Remuneration Committee has laid down a policy for appointment and remuneration of Directors and Key Managerial Personnel. The policy defines the criteria to evaluate, positive attributes, independence of a Director and recommend to the Board their 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 respect of employees of the Company, there are no employees who are in receipt of remuneration in excess of the limit specified 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) Act, 2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

The information required in terms of Section 134(3) of the Companies (Amendment) Act, 2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is furnished hereunder:

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

ii) The percentage increase in remuneration of CFO, CS during the financial year:

SI

No.

Name

Designation

Remuneration paid FY 2017-18 (Rs. in lakh)

Remuneration paid FY 2016-17 (Rs. in lakh)

Percentage increase in remuneration

Ratio per Median of employee remuneration

1

Mr B G Pasari

Chief Financial Officer

22.75

17.94

26.81

3.85

2

Ms Sangeeta Roy *

Company Secretary

1.31

1.88

-

0.22

3

Ms Punam Singh**

Company Secretary

1.50

-

-

0.25

* Resigned w.e.f 4th September, 2017

** Appointed w.e.f 9th October, 2017

iii) The percentage increase in the median remuneration of employees in the financial year is 13.09 %

iv) The number of permanent employees on the rolls of company at the end of the financial year 2017-18 is 58.

v) It is hereby affirmed that the remuneration of KMP’s are in accordance with the Remuneration Policy.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as per the provisions 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 required under 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 not reported any frauds in the financial year under review to the Audit Committee or the Board of Directors. Hence there is nothing to report by the Board under Section 134(3) (ca)of the Companies Act, 2013.

Related Party transactions

Related party transactions that were entered during the financial year were at arm’s length basis and were in the usual course of business. There were no materially significant related party transactions with the Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the usual course of business are periodically placed before the Audit Committee for its approval. The particulars of contracts entered into during the year as per Form AOC-2 are enclosed.

Particulars of Loans, Guarantees or Investments

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

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 and 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 29, 2018 Chairman & Managing Director


Mar 31, 2016

The Directors present their Thirty-second Annual Report together with the audited accounts for the year ended 31st March, 2016.

Financial Highlights

The financial results are summarized below :

Rs. in lacs

Particulars

Current

Year

Previous

Year

Income from operations and other income

4732.85

4132.35

Operating Profit Depreciation Profit before tax

613.94

5.62

608.32

581.93

10.62

571.31

Tax Expenses:

Current Tax Deferred Tax

200.00

0.97

127.00

47.35

200.97

174.35

Net Profit after tax

Add: Balance brought forward from last year

Less: Adjustment on account of Schedule II of Companies Act, 2013

407.35

1005.95

396.96

976.06

6.17

1413.30

1366.85

Appropriation

Dividend

Dividend Distribution Tax Transfer to General Reserve Balance carried forward

281.79

57.37

50.00

1024.14

258.31

52.59

50.00

1005.95

1413.30

1366.85

Performance

The company posted a turnover of Rs. 4732.85 lacs against previous year turnover of Rs. 4132.35 lacs registering a growth of 14.53%. The operating profit increased by 5.50% to Rs. 613.94 lacs from Rs. 581.93 lacs last year.

Dividend

During the year, your company has paid an interim dividend @60% (Rs. 1.20 per equity share of Rs. 2) on 23,482,843 equity shares amounting to Rs. 339.16 lacs inclusive of dividend distribution tax of Rs. 57.37 lacs. The board has recommended the interim dividend as the final dividend.

Future Prospects

The Indian business and economic scenario is poised for accelerated growth in the coming years and your company is well positioned to take advantage of this growth.

The Company’s focus on digital media will ensure faster growth. The operational results in the first two months of the current fiscal year has seen encouraging growth in digital business and it is expected that this trend will continue.

Directors’ Responsibility Statement

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

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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 internal financial control has been laid down by the Company and such internal financial control are adequate and were operating effectively.

vi. that directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fixed Deposits

The company has not accepted or renewed any deposits during the year.

Directors

Mr Ajit Khandelwal (DIN:00416445) retires and being eligible for re-appointment is appointed as an Independent Director for a period of 5 years effective 27th September, 2016 subject to approval of members at the ensuing Annual General Meeting.

Your Directors state that Mr Ajit Khandelwal who is proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is eminently qualified for appointment as Independent Director.

Mr Ajit Khandelwal has given a declaration that he meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dr Niren Suchanti (DIN:00909388), Chairman and Managing Director, is not drawing remuneration w.e.f. 1st March, 2016. However, he continues to render his services as Chairman and Managing Director.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The operations of your company do not require energy consumption of any significant level. The Company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as under Section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not annexed.

Foreign Exchange Earnings :Rs. 17.27 lacs

Foreign Exchange Outgo : Rs. 9.59 lacs

Listing Requisites

The shares of the company are listed on BSE, NSE and Calcutta Stock Exchange. Listing fees for the year 2016 -2017 have been paid to all the Stock Exchanges.

Number of Board meetings held

The Board of Directors met six times during the financial year from 1st April, 2015 to 31st March, 2016 as follows:

26th May, 2015,22nd July, 2015,14th November, 2015, 25th January, 2016,12th February, 2016 and 7th March, 2016.

Auditors

M/s Singhi & Co., (Firm Registration No 302049E), the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a Board Evaluation Policy has been put in place.

The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors and Non-Executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly.

The Board of Directors separately evaluated the performance of each of the Independent Directors. 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 review its procedures and effectiveness in the financial year ahead with a view to practicing the highest standards of corporate governance.

Material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of this report.

Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013, a practicing company secretary has submitted the Secretarial Audit Report for the year ended 31st March, 2016 and the same is annexed and form part of this annual report.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee. Various option were under active consideration of the committee to undertake the CSR expenditure in terms of Section 135 of the Companies Act, 2013. Pending final decision in this matter, the company has decided to deposit the eligible amount of Rs. 7.79 lacs for the financial year 2014-15 and Rs. 11.60 lacs for the financial year 2015-16 in a separate fixed deposit account with a bank to be utilized for CSR projects.

Corporate Governance

Since the paid up equity share capital of the Company is below Rs.10 crore and net worth is below Rs.25 crore, the Corporate Governance code pursuant to Regulation 27 of the Listing Regulations is not applicable in terms of Regulation 15(2) of the Listing Regulations.

Familiarization program for independent directors

The details of training and familiarization program is uploaded on the website of the company http://www.pressmanadvertising.in/download/Policy-Familiarisation-programme.pdf

Policies

We seek to promote and follow the highest level of ethical standards In all our business transactions guided by our value system. 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 website www.pressmanadvertising.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In additions to Its Code of Conduct and Ethics, key policies that have been 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 2016.

http://www.pressmanadvertising.in/

download/Vigil_Mechanism.pdf

Corporate Social Responsibility Policy

The Company has formulated Corporate Social Responsibility (CSR) policy in accordance with Section 135 and Schedule VII the Companies Act, 2013.

http://www.pressmanadvertising.in/

download/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


Nomination and Remuneration Policy

This policy formulated the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

Related Party transactions

Related party transactions that were entered during the financial year were at an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 are enclosed.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed with this Report.

Particulars of Loans, Guarantees or Investments

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

Remuneration ratio of the Directors/Key Managerial Personnel/Employees

The information required in terms of Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Key Managerial Personnel is furnished hereunder:

SI.

No.

Name

Designation

Remuneration paid FY 2015-16 (Rs. in lacs)

Remuneration paid FY 2014-15 (Rs. in lacs)

Increase in Remuneration from previous year (Rs. in lacs)

Ratio per Median of employee remuneration

1

Dr Niren Suchanti*

Chairman & Managing Director

17.58 (from 01.04.2015 to 29.02.2016)

19.41

(1.83)

3.56

2

Mr. BG Pasari

Chief Financial Officer

17.94

16.06

1.88

3.64

3

MrTK

Banerjee**

Company

Secretary

0.03

-

-

0.06

* Dr Niren Suchanti is not drawing remuneration w.e.f. 1st March, 2016. However, he continues to render his services as Chairman and Managing Director.

** Appointed w.e.f. 1st March, 2016.

Risk Management Policy

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

Acknowledgement

The Directors thank the shareholders and employees for their continued support.

Pressman House By Order of the Board

10A Lee Road

Kolkata 700 020 Dr Niren Suchanti

Date : 30th May, 2016 Chairman & Managing Director


Mar 31, 2015

Dear Members,

The Directors present their Thirty-first Annual Report together with the audited accounts for the year ended 31st March, 2015.

Financial Highlights

The financial results are summarized below :

Rs in lacs Particulars Current Previous Year Year

Revenuefromoperationsand 4132.35 3898.55

other income

Operating Profit 581.93 403.74

Depreciation 10.62 14.72

Profit after depreciation and 571.31 389.02 before tax

Exceptional items - 206.10

Profit before tax 571.31 595.12

Tax Expense :

Current Tax 127.00 120.00

MAT Credit Entitlement - (119.07)

Deferred Tax charge/(credit) 47.35 (57.64)

174.35 (56.71)

Net Profit 396.96 651.83

Add : Balance Brought forward 976.06 648.97 from last year

Less:Adjustment on account of 6.17 - Schedule II of Companies Act, 2013

1366.85 1300.80

Appropriation

Proposed Dividend 258.31 234.83

Dividend Distribution Tax 52.59 39.91

Transfer to General Reserve 50.00 50.00

Balance Carried forward 1005.95 976.06

1366.85 1300.80

PERFORMANCE

The company posted a turnover of X 4132.35 lacs against previous year turnover of X 3898.55 lacs registering a marginal growth of 6%. The operating profit however, grew sharply by 44% to X 581.93 lacs from X 403.74 lacs in the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 55% (X 1.10 per equity share of X 2) for the year 2014-2015 amounting to X 310.90 lacs inclusive of dividend distribution taxof X 52.59 lacs.

Future Prospects

The Indian business and economic scenario is poised for

accelerated growth in the coming years and your company is well positioned to take advantage of this growth.

The Company's focus on digital media will ensure faster growth. The operational results in the first two months of the current fiscal year has seen excellent growth both in terms of revenue and profits and the Directors are confident that this trend will continue.

Directors' Responsibility Statement

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

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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 internal financial control has been laid down by the Company and as such internal financial control are adequate and were operating effectively.

vi. that directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fixed Deposits

The company has not accepted or renewed any deposits during the year.

Directors

Mr Navin Suchanti (DIN: 00273663) retires by rotation and being eligible offers himselffor re-appointment.

Ms Sujata Suchanti (DIN: 00273832) was appointed as an Additional Director on 26th March, 2015 and will hold office till the ensuing Annual General Meeting. The company has received a notice in writing from a shareholder together with requisite deposit proposing the name of Ms Sujata Suchanti to be elected as a Director of the company.

Mr Sushil Kumar Mor (DIN: 00274066) retires and being eligible for re-appointment and is being appointed as an Independent Director for a period of 5 years w.e.f. 5.8.2015 at the ensuing Annual General Meeting, not liable to retire by rotation.

Your Directors state that Mr Sushil Kumar Mor who is proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

Mr Sushil Kumar Mor has given declaration that he meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earning and Outgo.

The operation of your company do not require energy consumption of any significant level. The Company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not annexed. ForeignExchangeEarnings : X14.92lacs Foreign Exchange Outgo : X 6.69 lacs

Listing Requisites

The shares of the company are listed on BSE, NSE and Calcutta Stock Exchange. Listing fees for the year 2015-2016 have been paid to all the Stock Exchanges.

Number of Board meetings held

The Board of Directors duly met five times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows :

28th April, 2014,30th May, 2014,12th August, 2014, 14th November, 2014 and 13th February, 2015.

Auditors

M/s Singhi & Co. (Firm Registration No 302049E), the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting.

Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013, a practicing company secretary has submitted the Secretarial Audit Report for the year ended 31st March, 2015 and the same is annexed and form part of this annual report.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility

Committee(CSR) comprising of the following Directors:

Dr Niren Suchanti, Chairman and Managing Director, Mr Navin

Suchanti, Mr Ajit Khandelwal and Mr Sushil Kumar Mor,

Members.

The CSR Committee has formulated the Corporate Social Responsibility Policy to accept the various activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the related activities thereto in and around areas across the states where it operates.

The various option are under active consideration of the Committee and shall undertake the expenditure after finalisation of the programme where the money should be spent. The expenditure required to be spent is X 11.33 lacs in terms of requirement of Companies Act, 2013 and is being carried forward to be spent in the current year.

Corporate Governance

Your company has complied with the Corporate Governance code in terms of mandatory recommendations of Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors' Certificate thereon are annexed to this Report.

Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.pressmanadvertising.in under investors information.

Related Party transactions

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 are enclosed.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed with this Report.

Particulars of Loans, Guarantees or Investments

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

Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees

The information required to Section 197 read with rule 5 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Directors/Key Managerial Personnel is furnished hereunder:

SI Name Designation Remuneration Remuneration No paid paid FY 2014-15 FY 2013-14 (Rs. in lacs) (Rs. in lacs)

1 Dr Niren Suchanti Managing Director 19.41 29.47

2 Mr B G Pasari Chief Financial 16.06 13.86 Officer

Name lncrease/(decrease) Ratio per in remuneration Median of from previous year employee (Rs. in lacs) remuneration

Dr Niren Suchanti (10.06) 3.71

Mr B G Pasari 2.20 3.07

Development and Implementation of a Risk Management Policy

The policy of the Company on risk management is provided in this Annual report in Management Discussion and Analysis Report.

Acknowledgement

The Directors thank the shareholders and employees for their continued support.

By Order of the Board

Pressman House 10A Lee Road Kolkata 700 020 Dr Niren Suchanti Date : 26th May, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors present their Thirtieth Annual Report together with the audited accounts for the year ended 31st March, 2014.

Financial Results

The financial results are summarized below :

(Rs in lacs)

Particulars Current Year Previous Year

Income from operations and 3898.55 4483.29 other income

Profit after depreciation and 595.12 573.39 before tax

Tax Expenses:

Current Tax 120.00 115.00

MAT Credit Entitlement (119.07) (166.95)

Deferred Tax (57.64) (5.00)

Income Tax for earlier years – 1.57

Total (56.71) (55.38)

Net Profit 651.83 628.77

Add: Balance Brought forward 648.97 289.99 from last year

1300.80 918.76

Less: Appropriations

Proposed Dividend 234.83 187.86

Dividend Distribution Tax 39.91 31.93

Transfer to General Reserve 50.00 50.00

Balance Carried forward 976.06 648.97

1300.80 918.76

Performance

The company posted a turnover of Rs 3898.55 lacs. After expenses, depreciation and tax, the profit stood at Rs 651.83 lacs.

Dividend

Your Directors are pleased to recommend a dividend of 50% (Rs 1 per equity share of Rs 2) for the year 2013-2014. The dividend will amount to Rs 274.74 lacs inclusive of dividend distribution tax of Rs 39.91 lacs.

Future Prospects

The company is constantly taking steps to increase its topline and bottomline. With the future of Indian economy now looking robust, it is expected that the current year will see better performance by the company. Digital media is becoming extremely powerful in the communications space. The corporate and brand managers are today increasingly relying on channels like web sites, online portals, social networking sites and mobile platforms to influence decisions. Your company is also laying greater emphasis in strengthening its expertise and domain knowledge in the digital space. It has already become a Google partner and has three certified Google professionals on its rolls. This will help your company to provide strong support to its customers on digital platforms. The company is also planning to set up an independent digital film making and editing studio. This will give the company capabilities of filming, recording and editing various types of film and video production.

Corporate Governance

Your company has complied with the Corporate Governance code in terms of mandatory recommendations of Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors'' Certificate thereon are annexed to this Report.

Directors'' Responsibility Statement

As stipulated in Section 134(3) (c) of the Companies Act, 2013, your Directors subscribe to the Directors''

Responsibility Statement and confirm as under :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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 internal financial control has been laid down by the Company and as such internal financial control are adequate and were operating effectively. vi. that directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fixed Deposits

The company has not accepted or renewed any deposits during the year.

Directors

Mr Ajit Khandelwal retires by rotation and being eligible offers himself for re-appointment.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The operations of your company do not require energy consumption of any significant level. The company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as required under Rule 2 of the Companies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) is not annexed.

Foreign Exchange Earnings : Rs 51.84 lacs

Foreign Exchange Outgo : Rs 5.74 lacs

Listing

The shares of the company are listed on BSE, NSE, DSE and Calcutta Stock Exchange. Listing fees for the year 2013 -2014 have been paid to all the stock exchanges. The Company has applied to Calcutta Stock Exchange and Delhi Stock Exchange for delisting of its shares.

Auditors

M/s Singhi & Co. (Firm Registration No 302049E), the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting.

Compliance certificate

In pursuance of section 383A of the Companies Act, 1956, the company has taken the compliance certificate from a practicing company secretary and the same is annexed and form part of this annual report.

Acknowledgement

The Directors thank the shareholders and employees for their continued support.

Regd. Office : For and onbehalf of the Board

Pressman House,

10A Lee Road

Kolkata 700 020 Dr Niren Suchanti

Date : 30th May, 2014 Chairman and Managing Director


Mar 31, 2013

The Directors present their Twenty-ninth Annual Report together with the audited accounts for the year ended 31st March, 2013.

Financial Results

The financial results are summarized below :

Particulars (Rs.In lacs)

Current Year Previous Year

Income from operations and other income 4417.50 71.93

Profit/(Loss) after depreciation & before tax 573.39 (3.64)

Tax Expense: Current Tax 115.00

MAT Credit Entitlement (166.95)

Deferred Tax (5.00)

Income Tax for earlier years 1.57 0.72

Net Profit/ (Loss) 628.77 (4.36)

The results for the year under review are not comparable with that of the previous year on account of implementation of the scheme of amalgamation detailed below.

Amalgamation

In accordance with an order passed by the Hon''ble High Court at Calcutta on 17th May, 2013, pursuant to Section 394 of the Companies Act, 1956, Pressman Advertising Limited, a reputed company engaged in advertising and public relations business, has amalgamated with the Company effective 1st April, 2012, being the appointed date.

This will enable the Company to join hands with globally renowned companies to expand its advertising, public relations and digital media business.

Share Capital & Listing of Shares

In terms of the aforesaid scheme of amalgamation, the Company issued and allotted 1,03,52,113 equity shares of Rs. 2 each to the shareholders of Pressman Advertising Limited during the current year which has been shown as ''Share Suspense Account'' in Balance Sheet.

The Company has made listing applications to the BSE Limited and National Stock Exchange of India Ltd for listing of 1,03,52,113 equity shares of Rs. 2 each.

Performance

The company posted a turnover of Rs. 4417.50 lacs. After expenses, depreciation and tax, the profit is Rs. 628.77 lacs.

Future Prospects

The Company has taken initiatives to maintain growth in its business volumes in the current year. The Company is constantly pursuing strategies to achieve higher topline and healthier bottomline.

The Company has a strong portfolio of clients, and is empanelled with a large number of public sector organizations, both central and state, banks and mutual funds.

Dividend

Your Directors are pleased to recommend a dividend of 40% for the year 2012-2013 amounting to Rs. 219.79 lacs inclusive of dividend distribution tax of Rs. 31.93 lacs.

Corporate Governance

Your company has complied with the Corporate Governance code in terms of mandatory recommendations Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors'' Certificate thereon are annexed to this Report.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors'' Responsibility Statement and confirm as under :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period;

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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.

Fixed Deposits

The company has not accepted or renewed any deposits during the year.

Directors

Mr R L Sureka and Mr Alok Kumar Jaipuria resigned from the Board on 5th July, 2013. The Board expressed appreciation for the valuable advice and suggestions given by them which substantially benefited the Company.

Dr Niren Suchanti was appointed as Chairman and Managing Director and Mr Navin Suchanti was appointed as Additional Director on 5th July, 2013.

Mr Sushil Kumar Mor retires by rotation and being eligible offers himself for re-appointment. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Since the company is not engaged in any manufacturing ac- tivities, the information under section 217(1) (e) of the Com- panies Act, 1956 read with the Companies (Disclosure of Par- ticulars in the Report of the Board of Directors) Rules, 1988 is not annexed hereto.

Foreign Exchange Earnings : Rs. 39.12 lacs Foreign Exchange Outgo : Rs. 14.90 lacs

Listing Requisites

The shares of the company are listed on BSE, NSE, Delhi and Calcutta Stock Exchange. Listing fees for the year 2013-2014 have been paid to all the Stock Exchanges.

Auditors

M/s Singhi & Co., the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting.

Compliance certificate

In pursuance of section 383A of the Companies Act, 1956, the company has taken the compliance certificate from a practic- ing company secretary and the same is annexed and form part of this annual report.

Particulars of Employees

There are no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956, read with the Compa- nies (Particular of Employees) Rules, 1975 as amended.

Acknowledgement

The Directors thank the shareholders and employees for their continued support.

Pressman House By Order of the Board

10A Lee Road Kolkata 700 020

Navin Suchanti 14th August, 2013 Director


Mar 31, 2012

The Directors present their Twenty-eighth Annual Report together with the audited accounts for the year ended 31st March, 2012.

Financial Year

The financial results are summarized below :

(Rs. In lacs)

Particulars Current Previous Year Year

Income from operations and other income 71.93 14.82

Gross Profit / Loss -3.64 -11.49

Profit / Loss before Taxation -3.64 -11.49

Provision for Taxation -0.72 -

Net Profit / Loss -4.36 -11.49

Dividend

In view of loss, your Directors have not recommended any dividend.

Performance

As reported earlier, the company has already diversified into real estate development after exiting finance and financial services business. The Company has earned Rs. 71.12 by sale of long term investments.

Corporate Governance

Your company has complied with the Corporate Governance code in terms of mandatory recommendations Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors' Certificate thereon are annexed to this Report. The company is in the process of identifying suitable persons for the positions of Chief Executive Office (CEO) and Chief Finance Officer (CFO). The Stock Exchange will be duly intimated when these appointments are made.

Directors' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors' Responsibility Statement and confirm as under :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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.

Future Prospects

The surge in Indian economy will continue to drive the demand for real estate across all segments. The Company is well positioned to benefit from this opportunity, and to that extent, the longer terms of outlook is optimistic.

Fixed Deposits

The company has not accepted or renewed any deposits during the year.

Directors

Mr Ajit Khandelwal retires by rotation and being eligible offers himself for re-appointment. The details of the retiring Director is given in the Annual Report elsewhere.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Since the company is not engaged in any manufacturing activities, the information under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not annexed hereto. The company has not earned or spent any amount in foreign exchange during the year under review.

Listing Requisites

The shares of the company are listed on Calcutta, Mumbai, Delhi and National Stock Exchanges. Listing fees for the year 2012-2013 have been paid to all the Stock Exchanges.

Auditors

M/s Singhi & Co., the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting.

Compliance certificate

In pursuance of section 383A of the Companies Act, 1956, the company has taken the compliance certificate from a practicing company secretary and the same is annexed and form part of this annual report.

Particulars of Employees

There are no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975 as amended.

Acknowledgement

The Directors thank the shareholders for their continued support.

By Order of the Board

Alok Kumar Jaipuria Director

R L Sureka Director

Regd. Office Pressman House 10A Lee Road Kolkata 700 020

Date : 24th May, 2012


Mar 31, 2010

The Directors present their Twenty-sixth Annual Report together with the audited accounts for the year ended 31st March, 2010.

Financial Year

The financial results are summarized below : (Rs. In lacs)

Particulars Current Previous

Year Year

Income from operations and

other income 17.81 66.90

Gross Profit 5.14 54.79

Profit/ Loss before Taxation -179.36 54.79

Provision for Taxation -- 5.02

Net Profit/ Loss -179.36 49.77

Dividend

In view of loss , your Directors have not recommended any dividend.

Performance

As reported last year, the company has already diversified into real estate development after exiting finance and financial services business. The company proposes to promote real estate projects by way of development agreements with landowners. At the same time, the company is also engaged in arranging real estate deals, which will improve profitability. The company continued to recover NPA dues through pursuance of civil and criminal suits filed against the defaulters.

Corporate Governance

Your company has complied with the Corporate Governance code in terms of mandatory recommendations of Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors Certificate thereon are annexed to this Report. The company is in the process of identifying suitable persons for the positions of Chief Executive Office (CEO) and Chief Finance Officer (CFO). The Stock Exchange will be duly intimated when these appointments are made.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies

Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm as under :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss for the period.

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the 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.

Future Prospects

Real estate development is getting a major push as the Indian economy grows at an annual rate of over 8 percent. The growing demand for housing for all income groups, mall space and offices holds good promise for real estate developers. Your companys decision to enter real estate development business will benefit all stakeholders.

Fixed Deposits

The company has not accepted or renewed any deposits during the year. The unclaimed deposits of Rs. 80,772 lying with a bank in a fixed deposit escrow account has since been transferred along with interest to Investors Education and Protection Fund of the Central Government.

Directors

Mr R L Sureka retires by rotation and being eligible offers himself for re-appointment. The details of the retiring Director is given in the Annual Report elsewhere.

Conservation of Energy, technology Absorption, Foreign Exchange Earning and Outgo.

Since the company is not engaged in any manufacturing activities, the information under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosureof Particulars in the Report of the Board of Directors) Rules, 1988 is not annexed hereto. The company has not earned or spent any amount in foreign exchange during the year under review.

Listing Requisites

The shares of the company are listed on Calcutta, Mumbai and National Stock Exchanges. Listing fees for the year 2010-2011 have been paid to National Stock Exchange of India Ltd, The Bombay Stock Exchange Ltd and The Calcutta Stock Exchange Ltd.

Auditors

M/s Singhi & Co., the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting.

Compliance certificate

In pursuance of section 383A of the Companies Act, 1956, the company has taken the compliance certificate from a practicing company secretary and the same is annexed and form part of this annual report.

Particulars of Employees

There are no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975 as amended.

Acknowledgement

The Directors thank the shareholders for their continued support.

Regd. Office By Order of the Board A-3 Gillander House 8 Netaji Subhas Road Kolkata 700 001 R L Sureka Sushil Kumar Mor Date : 27th May, 2010 Director Director

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