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Directors Report of Signpost India Ltd.
Mar 31, 2025
The Board of Directors are pleased to present the Eighteenth Annual Report of Signpost India Limited ("the Company") along
with the summary of the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2025.
Pursuant to approval of Scheme of Arrangement between Pressman Advertising Limited and Signpost India Limited, the Company
had filed an application with both the exchanges [BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)] and
subsequently the Company was listed on BSE & NSE on February 14, 2024.
In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial
results and other developments during the financial year from April 1, 2024 to March 31, 2025.
FINANCIAL PERFORMANCE
The summary of the financial statements (Standalone & Consolidated) of the Company for the financial year ended March 31,
2025 are given below:
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
45,322.41 |
38,744.54 |
45,322.41 |
38,744.54 |
|
Other income |
470.71 |
810.92 |
519.28 |
848.44 |
|
Total income |
45,793.12 |
39,555.46 |
45,841.69 |
39,592.98 |
|
Operating expenditure |
36,423.35 |
30,463.22 |
36,431.49 |
30,468.88 |
|
Depreciation and amortization expense |
3,745.04 |
1,684.95 |
3,763.53 |
1,711.14 |
|
Total expenses |
40,168.39 |
32,148.17 |
40,195.02 |
32,180.02 |
|
Profit before finance cost and tax |
5,624.73 |
7,407.29 |
5,646.67 |
7,412.96 |
|
Finance cost |
1,101.54 |
836.61 |
1,101.58 |
841.58 |
|
Profit/(Loss) before exceptional item and tax |
4,523.19 |
6,570.68 |
4,545.09 |
6,571.38 |
|
Tax expense |
1,148.66 |
2,164.27 |
1,154.73 |
2,165.87 |
|
Profit/(Loss) for the year |
3,372.52 |
4,406.41 |
3,390.35 |
4,405.51 |
|
Other comprehensive Income/(Loss) for the year, net of tax |
(28.81) |
(6.77) |
(28.83) |
(6.77) |
|
Total comprehensive Income/(Loss) for the year |
3,345.72 |
4,399.64 |
3,361.52 |
4,398.74 |
Company''s Performance during the Financial Year 2024-25
Standalone Financial Performance
The revenue for the FY 2024-25 stood at ? 45,322.41 Lakhs, higher by 16.98% as compared to ? 38,744.54 Lakhs in the FY 2023-24.
The Profit before exceptional item and tax for the FY 2024-25 was ? 4,523.19 Lakhs, lower by 31.16% as compared to ? 6,570.68
Lakhs in FY 2023-24.
Consolidated Financial Performance
The revenue for FY 2024-25 stood at ? 45,322.41 Lakhs, as compared to ? 38,744.54 Lakhs in FY 2023-24.
The Profit before exceptional item and tax for the FY 2024-25 was ? 4,545.09 Lakhs, as compared to ? 6,571.38 Lakhs in
FY 2023-24.
COMPANY OVERVIEW
Your Company is a leader in Out of Home (OOH) media services, specializing in programmatic digital OOH advertising. Our
extensive portfolio of media assets spans multiple categories:
⢠Billboards: Conventional, Backlit and Digital
⢠Transit: Skywalks, Bus Panels, Airports, Metro Stations, Bus Queue Shelters and Smart Mobile Vans
⢠Innovative Solutions: Kiosks, Traffic Booths and Public Electric Bicycle Sharing
The Company caters to a diverse clientele across industries, including Consumer Goods & Services, BFSI, Lifestyle, Real Estate
& Construction, Media & Entertainment, Education, Pharma, Telecom, Automobiles, Hospitality, and Government Ministries. The
Company''s business comes from both direct clients and partnerships with leading media agencies.
The Company''s approach to securing advertising rights involves competitive e-bidding for large projects in transit, digital, and
conventional media spaces. These rights, granted by government bodies and local authorities, span durations of 5 to 20 years.
Once acquired, we enhance these media assets through construction and innovative aesthetics. Additionally, the Company
enters into long-term leases with private landowners to secure prime locations for our billboards.
With an asset base of 29,166 panels, Signpost India Limited touches over 60 million lives per month. The Company offers
advertisers a distinctive value proposition through specialized design formats, revolutionizing DOOH communication.
The Company empowers brands through geospatial data-driven media planning and campaign footfall ROI mapping, supported
by cutting-edge video analytics systems. This allows us to deliver unparalleled hygiene and hyper-local solutions.
Operating across India, the Company has presence in 9 key citiesâMumbai, New Delhi, Chennai, Bengaluru, Kolkata, Nagpur,
Pune, Nashik and Hyderabad. Our team of around 500 professionals spans Sales, Operations, and other vital support functions,
driving our continued growth and innovation.
DIGITAL ADVERTISING
The Company takes great pride in being pioneers in the digital out-of-home (DOOH) revolution. As the first enterprise in India
to introduce and transform DOOH offerings, we have empowered brands to reach their full potential by seamlessly blending
creativity with cutting-edge technology. This fusion has resulted in interactive and engaging AdTech products that deliver
measurable outcomes. Building on our experience in creating self-sustainable urban infrastructure, we are poised to establish
a robust network of Programmatic Digital Out-of-Home (DOOH) assets across the top 9 major urban areas in the country.
DOOH advertising redefines modern advertising by offering real-time adaptability, enhanced engagement, and granular audience
insights.
Dynamic Precision: Gone are the days of static designs. The Company enables brands to dynamically adjust campaigns based
on real-time factorsâwhether it''s location, weather, time, or the changing moods of their audience.
Insights that Empower: With Signpost India Limited, advertisers don''t just run campaigns; they embark on data-driven journeys.
The Company provides in-depth metrics such as impressions, reach, frequency, and dwell time, offering unparalleled insights
within the DOOH space.
Boundless Creativity: Our creative experts weave narratives with subtle-motion videos, immersive animations, and real-time
data interactivity. The result? A brand experience that is not only seen but truly felt.
TRANSIT ADVERTISING
Transit advertising offers a powerful way to create lasting impressions, and we lead the charge in transforming traditional
canvases into dynamic mobile billboards. By enhancing media visibility, we turn everyday journeys into memorable brand
experiences. This elevated perceptibility not only captures attention but also drives engagement, providing brands with a unique
opportunity for social media virality.
Leveraging our expertise and expansive transit media network, we empower brands with unmatched reach and influence. Every
journey becomes a purposeful experience, resonating with recognition and impact.
MOBILITY ADVERTISING
At the Company, we lead the evolution of mobile advertising by transforming urban mobility into a powerful, symbiotic platform
that connects and resonates with diverse audiences. From introducing the world''s first hybrid bicycle share technologies for
last-mile connectivity to expanding our reach through Livebytes, we extend the boundaries of advertising beyond urban areas.
The Company''s mobility solutions are equipped with a wide range of innovative features that ensure seamless communication
and engagement. These include tele-connectivity for uninterrupted interaction, inbuilt stage setups with digital screens for live
presentations, and tablets that facilitate real-time surveys and audience feedback. Additionally, our AdTech products offer real¬
time data feeds, providing detailed insights on reach, impressions, and campaign performance, while our image analytics tools
deliver in-depth visual engagement analysis. This unique infotainment platform blends entertainment with information, giving
brands a versatile and immersive space to introduce, train, and engage rural audiences effectively, making a lasting impact
across both urban and rural landscapes.
CONVENTIONAL ADVERTISING
Traditional advertising holds a unique allure for marketers due to its powerful influence on consumers. These broad formats
not only demand attention but also offer a vast playground for creative expression. When combined with the need for a lasting
message, conventional advertising becomes a canvas for imaginative, larger-than-life brand concepts. The Company enhances this
classic medium by integrating it with data-enriched, interactive elements, unlocking endless possibilities for creative storytelling.
As a leader in redefining conventional advertising, the Company elevates its timeless ability to capture consumer attention by
blending imaginative concepts with actionable data insights. This transformation turns the vast canvas of traditional advertising
into an interactive arena, where brands can communicate resonant messages with progressive creativity.
MEMBERSHIP IN INTERNATIONAL NETWORK
ECCO Global Communications Network is a leading international network of independent agencies, offering businesses a global
reach with local expertise. As a member of the ECCO Network, the Company offers clients with seamless access and tailored
solutions to a global network of over 30 award-winning independent agencies.
CONTENT AND DESIGN
Every advertising platform has its unique nuances, and our creative lab consistently meets these specific demands. By merging
artistic flair with technical expertise, our content and design specialists adopt a "tradition meets innovation" approach. This
enables brands to deliver dynamic and interactive experiences that truly connect with their target audience.
SHARE CAPITAL
The Authorised Share Capital of the Company as on March 31,2025 was ? 80,00,00,000 divided into 27,50,00,000 equity shares
of the face value of ? 2/- each aggregating to ? 55,00,00,000 and 2,50,00,000 redeemable cumulative preference shares of the
face value of ? 10/- each aggregating to ? 25,00,00,000.
The paid-up equity share capital of the Company as on March 31, 2025 was ? 10,69,00,000 divided into 5,34,50,000 Equity
Shares of the face value of ? 2/- each.
DIVIDEND
The Board of Directors of the Company ("the Board") at its meeting held on May 30, 2025 has recommended a dividend of 25%
equivalent to ? 0.50 (Rupees Fifty Paise only) per equity share of face value of ? 2/- each fully paid-up on 5,34,50,000 Equity
Shares for the financial year ended March 31, 2025.
The proposed dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing 18th Annual General
Meeting ("AGM") of the Company. The dividend, if approved, shall be payable to those Members whose names appear in the List
of Beneficial Owners as on Friday, September 19, 2025 i.e., the Record Date. The dividend once approved by the Shareholders
will be paid within the statutory time limit.
TRANSFER TO RESERVES
The Board decided not to transfer any amount to the General Reserve for the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial position of the Company, from the close of the financial
year 2024-25 till the date of this report.
DEPOSITS
Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or
interest on deposit were outstanding as of the Balance Sheet date.
There are no deposits which are not in compliance with the requirements of the Act.
NON-CONVERTIBLE DEBENTURES (NCD)
Pursuant to the Scheme of Arrangement between Pressman Advertising Limited (Transferor Company) and the Company
(Transferee Company) and their respective shareholders, the Company had issued 32,50,000 unlisted, unsecured, non-convertible,
redeemable debentures of the face value of ? 100/- each (NCD) aggregating to ? 32,50,00,000/-, on September 19, 2023
redeemable on completion one year at a premium of ? 10/- per NCD from the date of allotment.
The NCDs were fully redeemed on the due date, i.e., September 19, 2024, in accordance with the terms of issue.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans and investments covered under the provisions of Section 186 of the Act are given in the Note 5A, 12 and 29A to
the standalone financial statements, forming part of this annual report. No Guarantee has been given by the Company. These
loans given are proposed to be utilized by the respective recipients for their business purposes.
SUBSIDIARY, ASSOCIATE COMPANIES & JOINT VENTURE
During the year under review, no company became/ceased to be a subsidiary/associate/joint venture of the Company. The
details of subsidiaries and joint venture are specified below:
SUBSIDIARY COMPANIES:
Signpost Delhi Airport Private Limited
(CIN: U74999DL2022PTC392096) having its registered office at Plot No.250, Basement & Ground Floor, Okhla Industrial Area
Phase-III, Delhi, South Delhi, Delhi, India - 110020, was incorporated on January 5, 2022 under the Act.
S2 Signpost India Private Limited
(CIN: U74999MH2017PTC297264) having its registered office at 202, Pressman House, Nehru Road, Vile Parle (East), Near
Santacruz Airport Terminal, Mumbai 400099 was incorporated on July 12, 2017 under the Act.
JOINT VENTURE:
Signpost Airports LLP is a Joint Venture incorporated pursuant to section 12(1) of the Limited Liability Partnership Act, 2008 on
May 31, 2017 and agreement of Limited Liability Partnership (LLP) executed on June 3, 2017 between Signpost India Limited
and S2 Infotech International Limited.
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Act and the Companies (Accounts) Rules, 2014, the consolidated financial
statements of the Company and its subsidiaries and joint venture have been prepared in the same form and manner as mandated
by Schedule III to the Act and relevant Accounting Standards issued by Ministry of Corporate Affairs and the same alongwith
all relevant documents and the Auditors'' Report, shall be laid before the 18th AGM of the Company for approval and are forming
part of this Annual Report.
In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of each of its subsidiaries are available on Company''s website
at www.signpostindia.com.
A statement containing the salient features of the financial statements of the subsidiaries and joint venture in Form AOC-1 is
annexed as Annexure-1 to this report and as required under Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the
consolidated financial statement.
CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered into by the Company with related parties were approved by the Audit Committee and placed before the
Board. The related party transactions that were entered into during the financial year were on at arm''s length basis and in the
ordinary course of business.
During the year under review, there were no material transactions with any related party as defined under Section 2(76) of the
Act and Regulation 2(zb) of the Listing Regulations. Accordingly, Form AOC-2 is not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is presented in a separate section and forms part of this Annual Report.
HUMAN RESOURCES
The Company made a concerted effort in acquiring the right talent in a timely manner across its businesses which was the
pronounced need of the hour. Opportunities for talent mobility ensured that employees are able to experience cross-functional
roles with the expected growth avenues.
Work profiles have been mapped to a methodical work plan in line with the environment in which maximum time required to
be spent for optimal delivery of the work profile. These include Work from Establishment, Work from Field and Work from Site;
and work executed in this planned manner ensured meeting the deliverables well. Thus, this resulted in enhanced employee
productivity. There is more flexibility weaved in the work routine in the Company to meet better work-life integration and this
was highly appreciated by employees.
The Company stayed invested in employee listening which led to roll out of employee-friendly policies and processes, aided by
the use of the right technology. More transparency, measurement, analytics, and reporting by HR was pursued during the year.
HR professionals were put through a well-crafted development programme to remain data driven, experience led, and business
focused, further building their competencies in their crucial roles. All these systematic People initiatives helped the Company
stay ahead of the curve despite the myriad of continuous, external market challenges.
The total number of employees as on March 31, 2025 is 499.
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition
of its workforce as on the March 31, 2025.
No. of Male Employees: 426
No. of Female Employees: 73
No. of Transgender Employees: None
This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.
CODE OF ETHICS (CODE OF CONDUCT)
The Company has adopted a Code of Ethics (Code of Conduct) for the Directors and Senior Management of the Company. The
same has been posted on the Company''s website at www.signpostindia.com. The Members of the Board and Senior Management
of the Company have submitted their affirmation on compliance with the Code for the year ended March 31, 2025.
POLICIES
We are committed to upholding the highest ethical standards in all our business transactions. In accordance with the Listing
Regulations, we have adopted various policies as applicable to our Company.
The below policies/documents are periodically reviewed and updated by the Board to address evolving needs and compliance
requirements.
|
Name of the Policies |
Brief Description |
Web Link |
|
Appointment of Independent |
This Policy shares a framework for terms and |
https://signpostindia.com/wp-content/ uploads/2024/08/TERMS-AND-CONDITIONS- OF-APPOINTMENT-OF-INDEPENDENT- DIRECTORS-OF-THE-COMPANY.pdf |
|
Familiarisation programme |
This Policy introduces the process of familiarizing |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Familiarization-Program- for-Independent-Directors.pdf |
|
Corporate Social |
The Company has formulated CSR policy in accordance |
https://www.signpostindia.com/wp-content/ |
|
Related Party Transaction |
This policy regulates all transactions between the |
https://www.signpostindia.com/wp-content/ uploads/2023/11/SIL-Policy-Related-Party- Transactions.pdf |
|
Name of Policy |
Brief description |
Web link |
|
Vigil Mechanism |
The Company has adopted the vigil mechanism |
https://signpostindia.com/wp-content/ uploads/2025/09/WhistleBlowerPolicy-2025. |
|
Insider Trading Policy |
This policy provides the framework in dealing |
https://www.signpostindia.com/wp-content/ |
|
Prevention of Sexual |
This Policy creates and maintains a secure work |
|
|
Directors, Sr. Management- |
This Policy is to provide a framework and set |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Appointment-and- Remuneration-of-Directors-Key-Managerial- Personnel-and-Senior-Management.pdf |
|
Criteria for making payments |
This Policy provides a framework that overall |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Criteria-of-Making- Payment-to-Non-Executive-Directors.pdf |
|
Policy for determining |
This Policy has been formulated for determination |
https://www.signpostindia.com/wp-content/ uploads/2024/01/Materality-Policy-with- Annexures.pdf |
|
Policy on Dividend |
This Policy has been published to define the |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Dividend-Distribution- Policy.pdf |
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (''KMP'')
Your Company has 7 (seven) Directors which includes 4 Independent Directors (including 2 women Independent Directors)
viz. Mr. Girish Kulkarni (dIN:01683332), Chairman, Mr. Prashant Sanghavi (DIN:10729467), Ms. Sayantika Mitra (DIN:07581363)
and Ms. Amita Desai (DIN:00006933) and 3 Executive Directors viz. Mr. Shripad Ashtekar (DIN:01932057 ), Managing Director,
Mr. Dipankar Chatterjee (DIN:06539104) and Mr. Rajesh Awasthi (DIN: 07815683).
Pursuant to the provisions of the Act, Mr. Shripad Ashtekar, Managing Director, Mr. Dipankar Chatterjee and Mr. Rajesh Awasthi,
Executive Directors, Mr. Nalin Somani, Chief Financial Officer and Ms. Jenny Shah, Company Secretary are the KMPs of the
Company.
The changes in Directors and KMPs are specified below:
During financial year 2024-25:
a) Directors:
During the year under review, Dr. Deepa Malik, Mr. Ajit Khandelwal and Mr. Kunal Bose ceased to be Independent Directors
of the Company on completion of their tenure as independent directors on August 8, 2024.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held
on August 6, 2024, approved the appointment of Mr. Girish Kulkarni and Mr. Prashant Sanghavi as Independent Directors
of the Company for a first term of 2 (two) consecutive years commencing from August 6, 2024 to August 5, 2026 (both
days inclusive). Further, the Shareholders of the Company at the Annual General Meeting held on September 30, 2025
basis the recommendation of the Board of Directors approved the aforementioned appointments of Mr. Girish Kulkarni and
Mr. Prashant Sanghavi as Independent Directors of the Company.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held
on August 6, 2024, approved the re-appointment of Ms. Sayantika Mitra as an Independent Director of the Company for a
second term of 2 (two) consecutive years commencing from August 9, 2024 to August 8, 2026 (both days inclusive). Further,
the Shareholders of the Company at the Annual General Meeting held on September 30, 2025 basis the recommendation
of the Board of Directors approved the aforementioned re-appointment of Ms. Sayantika Mitra as an Independent Director
of the Company.
Based on the recommendation of the NRC and subject to the approval of the Shareholders, Mr. Rajesh Awasthi was appointed
as an Additional Director and as an Executive Director of the Company w.e.f. August 6, 2024, liable to retire by rotation, for
a period of 5 (five) years w.e.f. August 6, 2024. He was appointed as a Director and also as the Executive Director of the
Company at the 17th AGM held on September 30, 2024.
b) KMP:
Mr. Rameshwar Prasad Agrawal and Mr. Jitesh Rajput were appointed as Chief Financial Officer and Company Secretary
with effect from July 01,2024 and August 27, 2024 respectively.
Ms. Paulami Mukherjee resigned as Company Secretary with effect from close of business hours of May 28, 2024. Mr. Naren
Sugulla and Mr. Rameshwar Prasad Agrawal resigned as Chief Financial Officer of the Company with effect from close of
business hours of June 30, 2024 and March 31, 2025 respectively.
Post closure of the financial year:
a) Directors:
Mr. Niren Chand Suchanti (DIN: 00909388) resigned as a Non-Independent Director of the Company w.e.f. July 02,
2025.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting
held on August 14, 2025, approved the appointment of Ms. Amita Desai as an Additional Director (Independent and
Non-Executive Director) of the Company and subject the approval of the shareholders as an Independent Director for
first term of 5 (five) consecutive years commencing from August 14, 2025 to August 13, 2030 (both days inclusive). The
said appointment of Ms. Amita Desai as an Independent Director of the Company for first term of 5 (five) consecutive
years commencing from August 14, 2025 to August 13, 2030 (both days inclusive) will be placed before the shareholders
for approval at the 18th AGM of the Company. The Company has received the requisite Notice from a Member in writing
proposing her appointment as an Independent Director of the Company.
b) KMP:
Mr. Nalin Kumar Somani and Ms. Jenny Shah were appointed as Chief Financial Officer and Company Secretary with
effect from April 18, 2025 and August 15, 2025 respectively.
Mr. Jitesh Rajput resigned as Company Secretary of the Company with effect from close of August 14, 2025.
Retirement by Rotation
As per the provisions of Section 152 of the Act, not less than two-third of the total number of directors, other than Independent
Directors shall be liable to retire by rotation. Out of these, one-third of Directors are required to retire every year and if eligible,
these Directors qualify for re-appointment.
At the ensuing AGM, Mr. Dipankar Chatterjee (DIN: 06539104), Executive Director, retires by rotation and being eligible, offers
himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted declaration of independence, as required under Section 149(7) of
the Act confirming that they meet the criteria of independence under Section 149(6) of the Act and SEBI Listing Regulations.
The Independent Directors have also confirmed compliance with the provisions of Section 150 of the Act read with Rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the
databank of independent directors.
All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence and that they are independent of the Management.
The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience and
expertise and they hold the highest standards of integrity.
The Independent Directors of the Company have successfully completed the online proficiency self-assessment test except
Mr. Girish Kulkarni who is exempt from the requirement to undertake the online proficiency self-assessment test.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times during the financial year 2024-25, on May 28, 2024, June 28, 2024, August 6, 2024, August 27, 2024,
November 14, 2024 and February 14, 2025.
The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the
Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the applicable provisions of the Act and Listing Regulations, the Board carried out an annual evaluation of its
performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise
was carried out through a structured questionnaire prepared separately for the Board, its Committees, Independent Chairman and
individual Directors. The Chairman''s performance evaluation was also carried out by Independent Directors in a separate meeting.
The Nomination & Remuneration Committee have defined the evaluation criteria for the Board, its Committees and Directors.
The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects
of evaluation of the Board, Committee and individual Directors.
The Board''s functioning was evaluated on various aspects, including inter alia, degree of fulfilment of key responsibilities,
board structure, composition, establishment and delineation of responsibilities to various committees, effectiveness of board
processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at board/committee meetings and guidance/support
to the Management.
Areas on which the committees of the board were assessed included degree of fulfilment of key responsibilities, adequacy of
committee composition and effectiveness of meetings.
The performance evaluations of the independent directors were carried out by the entire board, excluding the director being
evaluated. The performance evaluation of the Chairman, Managing Director and the Non-Independent Directors were carried
out by the Independent Directors who also reviewed the performance of the Board as a whole.
In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and
competency, fulfilment of functions, ability to function as a team, initiative, commitment independence, independent views
and judgement, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics
Code of Conduct of the Company as well as the Code for Independent Directors as applicable, understanding the environment
in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal
relations with other Directors and management, objective evaluation of Board''s performance, rendering independent/unbiased
opinion, safeguarding of confidential information and maintaining integrity. The Directors expressed their satisfaction with the
evaluation process.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a program for familiarizing
the Independent Directors.
The objective of the Familiarization Program is to provide training to new Independent Directors at the time of their joining so
as to enable them to understand the Company - its operations, business, industry and environment in which it functions and
the regulatory environment applicable to it. Besides, the Independent Directors are made aware of their role and responsibilities
and liabilities at the time of their appointment through a formal letter of appointment, which also stipulates their roles and
responsibilities and various terms and conditions of their appointment. Additionally, regular updates on relevant statutory and
regulatory changes are regularly circulated to all the Directors including Independent Directors.
BOARD COMMITTEES
Establishing Committees is one way of managing the functioning of the Board, thereby strengthening the Board''s governance role.
These Committees play a crucial role in the governance structure of the Company. The Board has constituted a set of Committees
with specific terms of reference/scope, to focus effectively on the issues and ensure expedient resolution of diverse matters.
These Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to
be performed by Members of the Board. The Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions
held in the Committee Meetings. As of March 31, 2025, the Board had following five Committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Risk Management Committee
Audit Committee
The composition of the Audit Committee as on March 31, 2024 is was under:
1. Dr. Ajit Khandelwal, Chairman (Independent, Non-Executive)
2. Ms. Sayantika Mitra (Independent, Non-Executive)
3. Mr. Shripad Ashtekar (Managing Director)
The Audit Committee was reconstituted on August 6, 2024. The composition of the Audit Committee as on March 31, 2025
was as under:
1. Mr. Girish Kulkarni, Chairman (Independent Director)
2. Ms. Sayantika Mitra, Member (Independent Director)
3. Mr. Prashant Sanghavi, Member (Independent Director)
4. Mr. Shripad Ashtekar, Member (Managing Director)
After the end of the year, the Audit Committee has been re-constituted w.e.f. August 15, 2025. The current composition of the
Audit Committee is as under:
1. Ms. Amita Desai, Chairperson (Independent Director)
2. Mr. Girish Kulkarni, Chairman (Independent Director)
3. Ms. Sayantika Mitra, Member (Independent Director)
4. Mr. Prashant Sanghavi, Member (Independent Director)
The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the
Listing Regulations. Further details are provided in the Corporate Governance Report, which forms part of this Annual Report.
During the year under review, all recommendations of the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee
The composition of the Nomination and Remuneration Committee as on March 31, 2024 was as under:
1. Mr. Kunal Bose, Chairman (Independent, Non-Executive)
2. Ms. Sayantika Mitra (Independent, Non-Executive)
3. Dr. Ajit Khandelwal (Independent, Non-Executive)
The Nomination and Remuneration Committee was reconstituted on August 6, 2024. The composition of the Nomination and
Remuneration Committee as on March 31, 2025 was as under:
1. Ms. Sayantika Mitra, Chairperson (Independent Director)
2. Mr. Girish Kulkarni, Member (Independent Director)
3. Mr. Prashant Sanghavi, Member (Independent Director)
After the end of the year, the Nomination & Remuneration Committee has been re-constituted w.e.f. August 15, 2025. The current
composition of the Nomination and Remuneration Committee is as under:
1. Ms. Sayantika Mitra, Chairperson (Independent Director)
2. Mr. Girish Kulkarni, Member (Independent Director)
3. Mr. Prashant Sanghavi, Member (Independent Director)
4. Ms. Amita Desai, Member (Independent Director)
The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 19 of the Listing
Regulations.
The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the
Corporate Governance Report, which forms a part of this Annual Report.
Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee as on March 31, 2024, was as under:
1. Ms. Sayantika Mitra, Chairperson (Independent, Non-Executive)
2. Mr. Kunal Bose (Independent, Non-Executive)
3. Mr. Dipankar Chatterjee (Executive Director)
The Stakeholders Relationship Committee was reconstituted on August 6, 2024. The composition of the Stakeholders Relationship
Committee as on March 31, 2025, was as under:
1. Mr. Girish Kulkarni, Chairman (Independent Director)
2. Mr. Dipankar Chatterjee, Member (Executive Director)
3. Mr. Prashant Sanghavi, Member (Independent Director)
There has been no change in the composition of the Stakeholders Relationship Committee after March 31, 2025.
The Committee, inter alia, is primarily responsible for considering and resolving grievances of security holders of the Company.
The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the
Corporate Governance Report, which forms a part of this Annual Report.
Corporate Social Responsibility (CSR) Committee
The composition of the CSR Committee as on March 31, 2024, was as under:
1. Ms. Sayantika Mitra, Chairperson (Independent, Non-Executive)
2. Dr. Ajit Khandelwal (Independent, Non-Executive)
3. Mr. Shripad Ashtekar (Managing Director)
The Corporate Social Responsibility (CSR) Committee was reconstituted on May 28, 2024 and August 6, 2024. The composition
of the Committee as on March 31, 2025 was as under:
1. Mr. Girish Kulkarni, Chairman (Independent Director)
2. Mr. Dipankar Chatterjee, Member (Executive Director)
3. Mr. Rajesh Awasthi, Member (Executive Director)
There has been no change in the composition of the CSR Committee after March 31, 2025.
The Annual Report of CSR activities of the Company containing detailed information on CSR policy, its salient features, CSR
initiatives undertaken during the year and details pertaining to amount spent is annexed as Annexure-2 to this Board''s Report.
The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and
monitoring implementation of the framework of CSR policy. The terms of reference of the CSR Committee is in conformity with
the provisions of Section 135 of the Act and Rules made thereunder which are as follows:
⢠To formulate and recommend to the Board, a CSR Policy indicating activities to be undertaken by the Company in compliance
with provisions of the Companies Act, 2013 and Rules made thereunder.
⢠To recommend the amount of expenditure to be incurred on the CSR activities.
⢠To monitor the implementation of the CSR Policy of the Company from time to time.
The Company has also adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the
Company''s website at www.sianpostindia.com.
Risk Management Committee
The Risk Management Committee was constituted on May 28, 2024 with the following as its Members:
1. Mr. Ajit Khandelwal, Non-Executive, Independent Director (Chairman)
2. Ms. Sayantika Mitra, Non-Executive, Independent Director, Member
3. Mr. Shripad Ashtekar, Managing Director, Member
The Risk Management Committee was reconstituted on August 6, 2024. The composition of the Risk Management Committee
as on March 31, 2025, is given below:
1. Mr. Girish Kulkarni, Chairman (Independent Director)
2. Mr. Prashant Sanghavi, Member (Independent Director)
3. Mr. Shripad Ashtekar, Member (Managing Director)
4. Mr. Haseeb Arfath Syed, Member (Chief Planning Officer)
5. Mr. Rameshwar Prasad Agrawal, Member (Chief Financial Officer)*
* Member of the Committee till closing of business hours on March 31, 2025.
There has been no change in the composition of the Risk Management Committee after March 31, 2025.
The composition of the Risk Management Committee is in conformity with the requirements of Section 134(3)(n) of the Act
and Regulation 21 of the Listing Regulations.
The Committee is responsible for identifying, evaluating, and mitigating operational, strategic, financial, and compliance-related
risks. It ensures that appropriate risk management practices are embedded within the business processes of the Company to
safeguard stakeholder interests and enhance long-term value creation.
The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management
Policy, inter-alia, includes identification of risks which in the opinion of the Board may threaten the existence of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of the Act:
a) that in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards had
been followed and there is no material departure;
b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied
consistently and judgements and estimates had been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as of March 31, 2025 and of the profit of the Company for the year ended on
that date;
c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that annual accounts had been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating
effectively.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with
new/revised standard operating procedures commensurate with its size and the nature of its business.
During the year, no reportable weakness in the operations and accounting was observed and your Company has adequate
internal financial control with reference to its financial statements.
AUDITORS
(a) Statutory Auditors
The Members of the Company at the 17th AGM approved the re-appointment of Sarda Soni Associates, LLP, Chartered
Accountants (FRN: 117235W/W100126), as the Statutory Auditors of the Company for the second consecutive term of five
years to hold the office from the conclusion of 17th AGM till the conclusion of 22nd AGM to held in 2029.
The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or
qualification and observations/comments given in the report of the Statutory Auditors read together with Notes to accounts
being self-explanatory, hence do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, the Company has appointed Ankit Mazumdar, Practicing Company Secretary, to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remarks and is annexed herewith as Annexure-3 to this Board''s Report.
Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and subject to the approval of the Members at
the ensuing AGM, the Board of Directors at their Meeting held on September 3, 2025, based on recommendation of the
Audit Committee, have approved the appointment of Mr. Ankit Mazumdar, Practicing Company Secretary, (COP No. 22261),
holding Peer Review Certificate No. 3089/2023, as Secretarial Auditor of the Company for a term of 5 (five) consecutive
years commencing from April 01,2025 to March 31,2030, to conduct Secretarial Audit of the Company.
(c) Internal Auditor
In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed
Arun S. Goel & Company, Firm registration no. 159592W, as the Internal Auditor of the Company.
(d) Cost Audit
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
Company is not required to maintain the cost records and is exempted from the requirement of Cost Audit.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed
in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which need
to be mentioned in this Report.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance
of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations, forms part of this Annual
Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with the Listing Regulations, Business Responsibility and Sustainability Report detailing the various initiatives
taken by the Company on the environmental, social and governance front forms part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules,
2014 are given hereunder:
> CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year
under review further efforts were made to ensure optimum utilization of electricity
ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any
manufacturing activities.
iii. The Capital investment on energy conservation equipment''s: Nil
> TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation took place in the Company during the Financial
Year 2024-25. The details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place, and the reasons thereof: Nil
iv. Expenditure incurred on Research and Development: Nil
> FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : ? 2.01 Lakhs
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2025, has been placed on the website of the Company at:
https://signpostindia.com/investor-relations/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has
been set up to redress complaints, if any, received regarding sexual harassment at workplace.
There were no outstanding complaints at the beginning of the year. Further, the Company has not received any complaints of
sexual harassment during the year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required in terms of provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure-4 to this Report.
There was one employee who was employed throughout the year and was in receipt of remuneration of more than ? 102 Lakhs
per annum. There were no employees employed for part of the year by the Company who were in receipt of remuneration of
more than ? 8.50 Lakhs per month.
In terms of Section 136 of the Act, the copy of the Financial Statements of the Company, including the Consolidated Financial
Statements, the Auditor''s Report and relevant Annexures to the said Financial Statements and reports are being sent to the
Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars
as specified in Rule 5(2) of the said Rules. If any Member is interested in obtaining a copy thereof, he may write to the Company
Secretary of the Company at its corporate office or on [email protected].
The Managing Director and Executive Directors of the Company do not receive any remuneration and/or commission from the
Company''s holding and/or subsidiary companies.
PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for
Prevention of Insider Trading to ensure prohibition of Insider Trading in the Organization.
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated
persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary
of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under
SEBI (Prohibition of Insider Trading) Regulations, 2015.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016
during the period under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against
the Company as on March 31, 2025.
GENERAL DISCLOSURE
During the year under review:
a. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
b. The Company has not made any provisions of money or has not provided any loan to its employees for the purchase of
shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Act and Rules made thereunder.
c. There was no change in the nature of business of the Company.
d. There were no significant material orders passed by the Regulators/Courts which would impact the going concern status
of the Company and its future operations.
e. There was no issue of shares (including sweat equity shares) to employees of the Company under any Scheme.
f. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence
the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable;
g. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, details of transactions with persons or
entities belonging to the promoter/promoter group which holds 10% or more shareholding in the Company, are furnished
under note no. 29 to the Standalone Financial Statements which sets out related party disclosure.
h. There was no revision of financial statements and Board''s Report of the Company.
i. The Company has shifted its registered office within the city from 202, Signpost House, 70A, Nehru Road, Near Santacruz
Airport, Vile Parle (East), Mumbai - 400099 to 126, Jolly Maker Chambers II, Nariman Point, Mumbai, Maharashtra - 400021.
j. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.
ACKNOWLEDGEMENTS
Your Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities,
bankers, customers and business associates. Your Directors also wish to place on record their deep sense of appreciation for
the committed services by your Company''s employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.
For and on behalf of the Board of Directors
Shripad Ashtekar Dipankar Chatterjee
Place : Mumbai Managing Director Executive Director
Date : September 03, 2025 (DIN: 01932057) (DIN: 06539104)
Mar 31, 2024
The Board of Directors are pleased to present the Seventeenth Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of Signpost India Limited (for the financial year ended March 31, 2024).
Pursuant to approval of scheme of arrangement between Pressman Advertising Limited and Signpost India Limited, the Company had filed an application with both the exchanges [BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)] and subsequently the Company was listed on BSE & NSE on February 14, 2024.
Consequent to the listing, the Corporate Identification Number (CIN) of the Company has been changed to L74110MH2008PLC179120.
In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1,2023 to March 31, 2024.
The summarized financial performance (Standalone & Consolidated) of the Company for the Financial Year ended March 31, 2024 are presented below:
|
('' in lakh) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
38,744.54 |
33,244.69 |
38,744.54 |
33,699.83 |
|
Other income |
810.92 |
462.18 |
848.44 |
496.74 |
|
Total income |
39,555.46 |
33,706.87 |
39,592.98 |
34,196.57 |
|
Operating expenditure |
30,463.22 |
26,273.75 |
30,468.88 |
26,736.49 |
|
Depreciation and amortization expense |
1,684.95 |
1,562.73 |
1,711.14 |
1,600.00 |
|
Total expenses |
32,148.17 |
27,836.48 |
32,180.02 |
28,336.49 |
|
Profit before finance cost and tax |
7,407.29 |
5,870.39 |
7,412.96 |
5,860.08 |
|
Finance cost |
836.61 |
827.05 |
841.58 |
835.51 |
|
Profit / (Loss) before exceptional item and tax |
6,570.68 |
5,043.34 |
6,571.38 |
5,024.57 |
|
Tax expense |
2,164.27 |
1,494.92 |
2,165.87 |
1,499.36 |
|
Profit / (Loss) for the year |
4,406.41 |
3,548.42 |
4,405.51 |
3,525.21 |
|
Other comprehensive Income / (Loss) for the year, net of tax |
(6.77) |
(3.10) |
(6.77) |
(3.10) |
|
Total comprehensive Income / (Loss) for the year |
4,399.64 |
3,545.31 |
4,398.74 |
3,522.10 |
Company''s Performance during the Financial Year 2023-24 Standalone Financial Performance
The revenue for the FY 2023-24 stood at ? 38,744.54 Lakh, higher by 16.54% as compared to ? 33,244.69 Lakh in the FY 2022-23. The Profit before tax for the FY 2023-24 was ? 6,570.68 Lakh, higher by 30% as compared to ? 5,043.34 Lakh in FY 2022-23.
Consolidated Financial Performance
The revenue for FY 2023-24 stood at ? 38,744.54 Lakh, as compared to ? 33,699.83 Lakh in FY 2022-23. The Profit before tax for the FY 2023-24 was ? 6,571.38 Lakh, as compared to ? 3,525.21 Lakh in FY 2022-23.
Signpost India Limited is a leader in Out of Home (OOH) media services, specializing in programmatic digital OOH advertising. Our extensive portfolio of media assets spans multiple categories:
⢠Billboards: Conventional, Backlit, and Digital
⢠Transit: Skywalks, Bus Panels, Airports, Metro Stations, Bus Queue Shelters, Smart Mobile Vans
⢠Innovative Solutions: Kiosks, Traffic Booths, and Public Electric Bicycle Sharing
The Company caters to a diverse clientele across industries, including Consumer Goods & Services, BFSI, Lifestyle, Real Estate & Construction, Media & Entertainment, Education, Pharma, Telecom, Automobiles, Hospitality, and Government Ministries. The Company''s business comes from both direct clients and partnerships with leading media agencies.
The Company''s approach to securing advertising rights involves competitive bidding for large projects in transit, digital, and conventional media spaces. These rights, granted by government bodies and local authorities, span durations of 5 to 20 years. Once acquired, we enhance these media assets through construction and innovative aesthetics. Additionally, the Company enters into long-term leases with private landowners to secure prime locations for our billboards.
With an asset base of 16,250 panels, Signpost India Limited touches over 54.6 million lives across 81 centers. The Company offers advertisers a distinctive value proposition through specialized design formats, revolutionizing DOOH communication.
The Company empowers brands through geospatial data-driven media planning and campaign footfall ROI mapping, supported by cutting-edge video analytics systems. This allows us to deliver unparalleled hygiene and hyper-local solutions.
Operating across India, Signpost India Limited has offices in 8 key cities - Mumbai, New Delhi, Chennai, Bengaluru, Kolkata, Nagpur, Pune, and Nashik. Our team of over 500 professionals spans Sales, Operations, and other vital support functions, driving our continued growth and innovation.
Signpost India Limited takes great pride in being pioneers in the digital out-of-home (DOOH) revolution. As the first enterprise in India to introduce and transform DOOH offerings, we have empowered brands to reach their full potential by seamlessly blending creativity with cutting-edge technology. This fusion has resulted in interactive and engaging AdTech products that deliver measurable outcomes. Building on our experience in creating self-sustainable urban infrastructure, we are poised to establish a robust network of Programmatic Digital Out-of-Home (DOOH) assets across the top 8 major urban areas in the country.
DOOH advertising redefines modern advertising by offering real-time adaptability, enhanced engagement, and granular audience insights.
Dynamic Precision: Gone are the days of static designs. The Company enables brands to dynamically adjust campaigns based on real-time factors - whether it''s location, weather, time, or the changing moods of their audience.
Insights that Empower: With Signpost India Limited, advertisers don''t just run campaigns; they embark on data-driven journeys. The Company provides in-depth metrics such as impressions, reach, frequency, and dwell time, offering unparalleled insights within the DOOH space.
Boundless Creativity: Our creative experts weave narratives with subtle-motion videos, immersive animations, and real-time data interactivity. The result? A brand experience that is not only seen but truly felt.
Transit advertising offers a powerful way to create lasting impressions, and we lead the charge in transforming traditional canvases into dynamic mobile billboards. By enhancing media visibility, we turn everyday journeys into memorable brand experiences. This elevated perceptibility not only captures attention but also drives engagement, providing brands with a unique opportunity for social media virality.
Leveraging our expertise and expansive transit media network, we empower brands with unmatched reach and influence. Every journey becomes a purposeful experience, resonating with recognition and impact.
At Signpost India Limited, we lead the evolution of mobile advertising by transforming urban mobility into a powerful, symbiotic platform that connects and resonates with diverse audiences. From introducing the world''s first hybrid bicycle share technologies for last-mile connectivity to expanding our reach through Livebytes, we extend the boundaries of advertising beyond urban areas.
The Company''s mobility solutions are equipped with a wide range of innovative features that ensure seamless communication and engagement. These include tele-connectivity for uninterrupted interaction, inbuilt stage setups with digital screens for live presentations, and tablets that facilitate real-time surveys and audience feedback. Additionally, our AdTech products offer real-time data feeds, providing detailed insights on reach, impressions, and campaign performance, while our image analytics tools deliver in-depth visual engagement analysis. This unique infotainment platform blends entertainment with information, giving brands a versatile and immersive space to introduce, train, and engage rural audiences effectively, making a lasting impact across both urban and rural landscapes.
Traditional advertising holds a unique allure for marketers due to its powerful influence on consumers. These broad formats not only demand attention but also offer a vast playground for creative expression. When combined with the need for a lasting message, conventional advertising becomes a canvas for imaginative, larger-than-life brand concepts. The Company enhances this classic medium by integrating it with data-enriched, interactive elements, unlocking endless possibilities for creative storytelling.
As a leader in redefining conventional advertising, Signpost India Limited elevates its timeless ability to capture consumer attention by blending imaginative concepts with actionable data insights. This transformation turns the vast canvas of traditional advertising into an interactive arena, where brands can communicate resonant messages with progressive creativity.
MEMBERSHIP IN INTERNATIONAL NETWORK
ECCO Global Communications Network is a leading international network of independent agencies, offering businesses a global reach with local expertise. As a member of the ECCO Network, Signpost India offers clients with seamless access and tailored solutions to a global network of over 30 award-winning independent agencies.
Every advertising platform has its unique nuances, and our creative lab consistently meets these specific demands. By merging artistic flair with technical expertise, our content and design specialists adopt a "tradition meets innovation" approach. This enables brands to deliver dynamic and interactive experiences that truly connect with their target audience.
The Board of Directors of the Company ("the Board") at its meeting held on May 28, 2024 has recommended a dividend of 25% equivalent to ? 0.50 (Fifty Paise only) per equity share of the face value of ? 2/- each fully paid-up on 5,34,50,000 Equity Shares for the financial year ended March 31, 2024.
The proposed dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing 17th Annual General Meeting ("AGM"). The dividend once approved by the Shareholders will be paid within the statutory time limit.
The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of payment of the dividend and the AGM.
Your directors do not propose transferring any amount to Reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes & commitments affecting the financial position of the Company, from the close of the financial year 2023-24 till the date of this report.
The Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.
UNCLAIMED DIVIDEND TRANSFERRED TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (''IEPF Rules''), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.
On approval of scheme of arrangement between Pressman Advertising Limited and Signpost India Limited, Pressman had transferred f 20,82,422/- being the unpaid and unclaimed dividend amount pertaining to the Final Dividend for the Financial Year 2015-2016 on April 25, 2023.
Notices were sent to concerned Members having unpaid / unclaimed dividend before transfer of such dividend(s) to IEPF. Details of the unpaid / unclaimed dividend are uploaded under "Investor Information - Unclaimed Dividend" section on the Company''s investor information website viz. www.signpostindia.com
In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account.
Accordingly, 65,099 equity shares have been transferred to IEPF during the year on June 1st, 2023 after giving individual notices to concerned shareholders and advertisements in newspapers.
The Authorised Share Capital of the Company as on March 31,2024 was f 80,00,00,000 divided into 27,50,00,000 equity shares of the face value of f 2/- each aggregating to f 55,00,00,000 and 2,50,00,000 redeemable cumulative preference shares of the face value of f 10/- each aggregating to f 25,00,00,000.
The paid-up equity share capital of the Company as on March 31, 2024 was f 10,69,00,000 divided into 5,34,50,000 Equity Shares of the face value of f 2/- each.
NON-CONVERTIBLE DEBENTURES (NCD)
Pursuant to the Scheme of Arrangement between Pressman Advertising Limited (Transferor Company) and Signpost India Limited (Transferee Company) and their respective shareholders, the Company has issued 32,50,000 unlisted, unsecured, non-convertible, redeemable debentures of the face value of f 100/- each (NCD) aggregating to f 32,50,00,000/-, on September 19, 2023 and redeemable on completion one year at a premium of f 10/- per NCD from the date of allotment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes 5A to the financial statements, forming part of this annual report.
SUBSIDIARY, ASSOCIATE COMPANIES & JOINT VENTURE
During the year under review, no company became/ceased to be a subsidiary/associate/joint venture of the Company. The details of subsidiaries and joint venture are specified below:
Signpost Delhi Airport Private Limited
(Formally known as Signpost Dial Private Limited), wholly owned subsidiary (CIN: U74999DL2022PTC392096) having its registered office at Plot No.250, Basement & Ground Floor, Okhla Industrial Area Phase-III, South Delhi, Delhi, Ind ia,110020, was incorporated on January 5, 2022 under the Companies Act, 2013.
S2 Signpost India Private Limited
(CIN: U74999MH2017PTC297264) having its registered office at 202, Pressman House, Nehru Road, Vile Parle (East), Near Santacruz Airport Terminal, Mumbai 400099 was incorporated July 12, 2017 under the Companies Act, 2013.
Signpost Airports LLP is a Joint Venture incorporated pursuant to section 12(1) of the Limited Liability Partnership Act, 2008 dated May 31, 2017 and agreement of Limited Liability Partnership (LLP) executed on June 3, 2017 between Signpost India Limited and S2 Infotech International Limited.
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Act and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III to the Act and shall be laid before the 17th AGM of the Company.
The consolidated financial statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company''s website at www.signpostindia.com. These documents are also available for inspection by the members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 17th AGM.
A statement containing the salient features of the financial statements of the subsidiaries and joint venture in Form AOC-1 is annexed as Annexure-1 to this report and as required under Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the consolidated financial statement.
CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions are approved by the Audit Committee and Board. The related party transactions that were entered into during the financial year were on at arm''s length basis and in the ordinary course of business.
During the year under review, there were no material transactions with any related party as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations.
The particulars of contracts entered into during the year as per Form AOC-2 are enclosed as Annexure-2 to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
The Company made a concerted effort in acquiring the right talent in a timely manner across its businesses which was the pronounced need of the hour. Opportunities for talent mobility ensured that employees are able to experience cross-functional roles with the expected growth avenues.
Work profiles have been mapped to a methodical work plan in line with the environment in which maximum time required to be spent for optimal delivery of the work profile. These include Work from Establishment, Work from Field and Work from Site; and work executed in this planned manner ensured meeting the deliverables well. Thus, this resulted in enhanced employee productivity. There is more flexibility weaved in the work routine in the Company to meet better work-life integration and this was highly appreciated by employees.
The Company stayed invested in employee listening which led to roll out of employee-friendly policies and processes, aided by the use of the right technology. More transparency, measurement, analytics, and reporting by HR was pursued during the year. HR professionals were put through a well-crafted development programme to remain data driven, experience led, and business focused, further building their competencies in their crucial roles. All these initiatives helped the Company stay ahead of the curve despite the myriad of continuous, external market challenges.
The number of employees as on 31st March, 2024 is 519.
CODE OF ETHICS (CODE OF CONDUCT)
The Company has adopted a Code of Ethics (Code of Conduct) for the Directors and Senior Management of the Company. The same has been posted on the Company''s website at www.signpostindia.com. The Members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the Code for the effective period.
We are committed to upholding the highest ethical standards in all our business transactions. In accordance with the Listing Regulations, we have adopted the following policies as applicable to our Company.
The below policies are periodically reviewed and updated by the Board to address evolving needs and compliance requirements.
|
Name of Policy |
Brief description |
Web link |
|
Appointment of Independent Directors |
This Policy shares a framework for terms and conditions of appointment of independent directors. |
https://www.signpostindia.com/wp-content/ uploads/2024/08/TERMS-AND-CONDITIONS- OF-APPOINTMENT-OF-INDEPENDENT- |
|
DIRECTORS-OF-THE-COMPANY.pdf |
||
|
Familiarisation programme for Independent Directors |
This Policy introduces the process of familiarizing the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Familiarization-Program- for-Independent-Directors.pdf |
|
Corporate Social Responsibility Policy (CSR) |
The Company has formulated CSR policy in accordance with Section 135 and Schedule VII the Companies Act, 2013. |
https://www.signpostindia.com/wp-content/ uploads/2024/08/CSR-POLICYv1.pdf |
|
Related Party Transaction Policy |
This policy regulates all transactions between the Company and its related parties |
https://www.signpostindia.com/wp-content/ uploads/2023/11/SIL-Policy-Related-Party- Transactions.pdf |
|
Vigil Mechanism |
The Company has adopted the vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. |
https://www.signpostindia.com/wp-content/ uploads/2024/08/VIGIL-MECHANISM- WHISTLE-BLOWER-POLICYv1.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. |
http://www.signpostindia.com/wp-content/ uploads/2023/09/Appointment-and- Remuneration-of-Directors-Key-Managerial- Personnel-and-Senior-Management.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. |
https://www.signpostindia.com/wp-content/ uploads/2023/11/Code-of-Conduct SIL-1.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. |
https://www.signpostindia.com/wp-content/ uploads/2023/11/SEXUAL-HARASSMENT- Policy.pdf |
|
Criteria for making payments to Non-executive 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.signpostindia.com/wp-content/ uploads/2023/09/Criteria-of-Making- Payment-to-Non-Executive-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.signpostindia.com/wp-content/ uploads/2024/01 /Materality-Policy-with-Annexures.pdf |
|
Policy on Dividend Distribution |
This Policy has been published to define the dividend distribution Scheme. |
https://www.signpostindia.com/wp-content/ uploads/2023/09/Dividend-Distribution- Policy.pdf |
Appointment
Directors:
During the year under review, Dr. Ajit Khandelwal (DIN: 00416445), Mr. Kunal Bose (DIN: 02891649), Dr. Deepa Malik (DIN: 02181034) & Ms. Sayantika Mitra (DIN: 07581363) were appointed as Additional Directors designated as independent directors effective August 9, 2023, for a period of one year.
Further, Dr. Niren Chand Suchanti (DIN: 00909388) was appointed as Additional Non-Executive Non-Independent Director effective August 9, 2023.
At the 16th AGM held on December 12, 2023, the shareholders of the Company approved the above appointments.
KMP:
Mr. Naren Suggula and Ms. Paulami Mukherjee were appointed as Chief Financial Officer and Company Secretary with effect from September 1, 2023 and September 9, 2023 respectively.
Cessation
Directors:
During the year under review, Mr. Rajesh Batra resigned as a Director of the Company effective September 9, 2023. Mr. Sushil Pandey, ceased to be a director of the Company with effect from 16th AGM held on December 12, 2023.
KMP:
Mr. Khanjan Bharat Soni resigned as Company Secretary of the Company with effect from September 9, 2023.
Post closure of the financial year:
a) Directors:
Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, at its Meeting held on August 6, 2024 appointed Mr. Girish Kulkarni (DIN: 01683332) & Mr. Prashant Sanghavi (DIN: 10729467) as Additional Directors designated as Independent Directors of the Company for the first term of two consecutive years effective August 6, 2024, subject to approval of the shareholders of the Company.
Further, the Board of Directors of the Company approved the reappointment of Ms. Sayantika Mitra (DIN: 07581363), as an Independent Director for the second term of two consecutive years effective August 9, 2024, subject to approval of the shareholders.
The Board of Directors has also appointed Mr. Rajesh Awasthi (DIN: 07815683), as an Additional Director designated as an Executive Director effective August 6, 2024 for a period of five years, subject to approval of the shareholders of the Company.
b) KMP:
Ms. Paulami Mukherjee and Mr. Naren Suggula resigned as Company Secretary & Chief Financial Officer on May 28, 2024 and June 30, 2024 respectively. Mr. Rameshwar Prasad Agrawal was appointed as Chief Financial Officer with effect from July 1,2024.
Retirement by Rotation
As per the provisions of Section 152 of the Act, not less than two-third of the total number of directors, other than Independent Directors shall be liable to retire by rotation. Out of these, one-third of Directors are required to retire every year and if eligible, these Directors qualify for reappointment.
At the ensuing AGM Mr. Shripad Ashtekar (DIN:01932057), Director, retires by rotation and being eligible, offers himself for re-appointment.
A detailed profile of Mr. Shripad Ashtekar along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings is provided separately by way of an Annexure to the Notice convening the AGM.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 times during the financial year 2023-24, namely April 14, 2023, May 30, 2023, July 10, 2023, August 9, 2023, September 1, 2023, September 9, 2023, September 19, 2023, September 26, 2023, November 10, 2023 and February 14, 2024.
The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the applicable provisions of the Act and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors.
The Nomination & Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual Directors.
The Board''s functioning was evaluated on various aspects, including inter alia, degree of fulfilment of key responsibilities, board structure, composition, establishment and delineation of responsibilities to various committees, effectiveness of board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at board/committee meetings and guidance/support to the management.
Areas on which the committees of the board were assessed included degree of fulfilment of key responsibilities, adequacy of committee composition and effectiveness of meetings.
The performance evaluations of the independent directors were carried out by the entire board, excluding the director being evaluated. The performance evaluation of the Managing Director and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment independence, independent views and judgement, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of Board''s performance, rendering independent/unbiased opinion, safeguarding of confidential information and maintaining integrity.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a program for familiarizing the Independent Directors.
The objective of the Familiarization Program is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it. Besides, the Independent Directors are made aware of their roles and responsibilities and liabilities at the time of their appointment through a formal letter of appointment, and various terms and conditions of their appointment. Additionally, regular updates on relevant statutory and regulatory changes are circulated to all the Directors including Independent Directors.
Establishing Committees is one way of managing the functioning of the Board, thereby strengthening the Board''s governance role. These Committees play a crucial role in the governance structure of the Company. The Board has constituted a set of Committees with specific terms of reference/scope, to focus effectively on the issues and ensure expedient resolution of diverse matters. These Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. As of March 31, 2024, the Board had following four Committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee Audit Committee
The Audit Committee was constituted on August 9, 2023. The composition of the Audit Committee as on March 31, 2024 is given in the below table.
|
Committee |
Members |
|
Audit Committee |
Dr. Ajit Khandelwal, Chairman (Independent, Non-Executive) Ms. Sayantika Mitra, Member (Independent, Non-Executive) Mr. Shripad Ashtekar, Member (Managing Director) |
The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.
During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee was constituted on August 9, 2023. The composition of the Nomination and Remuneration Committee as on March 31, 2024 is given in the below table:
|
Committee |
Members |
|
Nomination & Remuneration Committee |
Mr. Kunal Bose, Chairman (Independent, Non-Executive) Ms. Sayantika Mitra, Member (Independent, Non-Executive) Dr. Ajit Khandelwal, Member (Independent, Non-Executive) |
The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 19 of the Listing Regulations.
The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted on August 9, 2023. The composition of the Stakeholders Relationship Committee as on March 31, 2024, is given in the below table:
|
Committee |
Members |
|
Stakeholders Relationship Committee |
Ms. Sayantika Mitra, Chairman (Independent, Non-Executive) Mr. Kunal Bose, Member (Independent, Non-Executive) Mr. Dipankar Chatterjee, Member (Executive Director) |
The composition of the Stakeholders Relationship Committee is in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations.
The Committee, inter alia, is primarily responsible for considering and resolving grievances of security holders of the Company. The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.
Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility (CSR) Committee was constituted on April 16, 2018. The Committee was reconstituted on August 9, 2023. The composition of the Committee as on March 31, 2024, is given in the below table:
|
Committee |
Members |
|
CSR Committee |
Ms. Sayantika Mitra, Chairman (Independent, Non-Executive) Dr. Ajit Khandelwal, Member (Independent, Non-Executive) Mr. Shripad Ashtekar, Member (Managing Director) |
Detailed information on CSR policy, its salient features, CSR initiatives undertaken during the year, details pertaining to amount spent are given in Annexure-3 to this Directors'' Report.
The CSR Policy is available on the website of the Company at: www.signpostindia.com.
The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of CSR policy. The terms of reference of the CSR Committee is in conformity with the provisions of Section 135 of the Act and Rules made thereunder which are as follows:
⢠To formulate and recommend to the Board, a CSR Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and Rules made thereunder.
⢠To recommend the amount of expenditure to be incurred on the CSR activities.
⢠To monitor the implementation of the CSR Policy of the Company from time to time.
The Company has also adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Company''s website at www.signpostindia.com
Post closure of the financial year, the above committees were reconstituted effective August 6, 2024 upon completion of term of independent directors and appointment of new independent directors and executive directors.
Apart from the above, the Company has constituted Risk Management Committee with effect from May 28, 2024.
The composition of Committees as on the date of signing of this report are:
|
Name of the Committee |
Members |
|
Audit Committee |
Mr. Girish Kulkarni, Chairman (Independent Director) Ms. Sayantika Mitra, Member (Independent Director) Mr. Prashant Sanghavi, Member (Independent Director) Mr. Shripad Ashtekar, Member (Managing Director) |
|
Nomination & Remuneration Committee |
Ms. Sayantika Mitra, Chairman (Independent Director) Mr. Girish Kulkarni, Member (Independent Director) Mr. Prashant Sanghavi, Member (Independent Director) |
|
Stakeholders Relationship Committee |
Mr. Girish Kulkarni, Chairman (Independent Director) Mr. Dipankar Chatterjee, Member (Executive Director) Mr. Prashant Sanghavi, Member (Independent Director) |
|
CSR Committee |
Mr. Girish Kulkarni, Chairman (Independent Director) Mr. Dipankar Chatterjee, Member (Executive Director) Mr. Rajesh Awasthi, Member (Executive Director) |
|
Risk Management Committee |
Mr. Girish Kulkarni, Chairman (Independent Director) Mr. Prashant Sanghavi, Member (Independent Director) Mr. Shripad Ashtekar, Member (Managing Director) Mr. Rameshwar Prasad Agrawal, Member (Chief Financial Officer) Mr. Haseeb Arfath Syed, Member (Chief Planning Officer) |
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted declaration of independence, as required under Section 149(7) of the Act confirming that they meet the criteria of independence under Section 149(6) of the Act and SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.
All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management. Further, it is also confirmed that they have complied with the provisions regarding Independent Directors'' registration with the databank maintained by The Indian Institute of Corporate Affairs (''IICA'') and online proficiency self-assessment test conducted by the IICA unless exempted.
The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience and expertise and they hold the highest standards of integrity.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that they have overseen that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with new/revised standard operating procedures commensurate with its size and the nature of its business.
During the year, no reportable weakness in the operations and accounting was observed and your company has adequate internal financial control with reference to its financial statements.
(a) Statutory Auditors
Members of the Company at the 13th AGM approved appointment of M/s. Sarda Soni Associates, LLR Chartered Accountants (FRN: 117235W/W100126), as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 13th AGM till the conclusion of 17th AGM. M/s. Sarda Soni Associates, LLR have confirmed and issued a certificate that they are within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors at its meeting held on May 28, 2024 based on the recommendations of Audit Committee approved their re-appointment as Statutory Auditors for the second term of 5 years to hold office from the conclusion of 17th AGM till the conclusion of 22nd AGM.
As required under Regulation 33(1)(d) of Listing Regulations, M/s. Sarda Soni Associates LLR have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (''ICAI'').
The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualification and observations/comments given in the report of the Statutory Auditors read together with Notes to accounts being self-explanatory, hence do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act. During the year under review, the auditors have not reported any fraud under Section 143 of the Act and therefore, no details are required to be disclosed under Section 134 of the Act.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Ankit Mazumdar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure - 4 to this Directors'' Report.
(c) Internal Auditor
In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Arun .S. Goel, Chartered Accountant (Membership no. 043049) of M/s. Arun S. Goel & Company, Firm registration no. 159592W, as the internal auditors of the Company.
(d) Cost Audit
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records and is exempted from the requirement of Cost Audit.
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules made thereunder.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
In compliance with Regulation 34 read with Schedule V(C) of SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of SEBI Listing Regulations received from a Practicing Company Secretary testifying compliance with the provisions relating to corporate governance laid down in Listing Regulations, forms part of this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Act, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with SEBI Listing Regulations, Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company on the environmental, social and governance front is forming a part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:
> CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity
ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities
iii. The Capital investment on energy conservation equipment''s: Nil
> TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2023-24, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place, and the reasons thereof: Nil
iv. Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: ? 123.88 Lakh
The Annual Return as provided under Section 92(3) of the Act and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at: https://www.signpostindia.com/wp-content/uploads/2024/09/Extract-of-Annual-Return-MGT-7.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints, if any received regarding sexual harassment at workplace.
The following is the summary of sexual harassment complaints received and disposed off during the year under review.
1. Number of Complaints received: 1
2. Number of Complaints disposed off: 1
Disclosures pertaining to remuneration and other details as required in terms of provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-5 to this Directors'' Report.
In terms of first proviso to Section 136(1) of the Act, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 17th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.
The Managing Director of the Company does not receive any remuneration and/or commission from the Company''s holding and/ or subsidiary companies.
PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading to ensure prohibition of Insider Trading in the Organisation.
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on March 31, 2024.
During the year under review:
a) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Act and Rules made thereunder.
b) The Company has not made any provisions of money or has not provided any loan to its employees for the purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Act and Rules made thereunder.
c) There is no change in the nature of business of the Company.
d) There is no significant material orders passed by the Regulators/Courts which would impact on the going concern status of the Company and its future operations.
e) There was no occasion where the Board has not accepted any recommendation from the Audit Committee.
f) The Company has not issued any sweat equity shares.
g) The Company has not issued any Employee Stock Options.
h) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
Your directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities,
bankers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for
the committed services by your Company''s employees.
Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.
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