DIRECTORS' REPORT DEAR MEMBERS, Your Directors are pleased to present the 60th Annual Report together with the Company's audited financial statement for the financial year ended March 31, 2015. ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST Consequent to acquisition of control of the Company by Independent Media Trust (IMT), of which Reliance Industries Limited is the sole beneficiary, IMT had made open offer to the shareholders of the Company in terms of provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the same was completed during the year. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIR There is no operating revenue in the company as the Company had ceased its print operations, therefore your Company has incurred a net loss of Rs. 347.41 lakhs for the year 2014-15. DIVIDEND In view of the losses, the Board of Directors have not recommended any dividend for the year under review. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. EMPLOYEES STOCK OPTION SCHEME The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable Regulation prescribed by the Securities and Exchange Board of India (SEBI). The Company has implemented the Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations and the resolutions passed by the Members of the Company. The Certificate(s) of the Statutory Auditors confirming the same shall be placed before the Annual General Meeting for inspection by the members. During the year, there is no change in the Employees' Stock Option Schemes of the Company. The Company had floated the Employees Stock Option Plan 2007. The Company has not granted any option during the year 2014-15. Further there has been no activity under Employees Stock Purchase Scheme, 2010 so far. Voting rights on shares issued to employees under the Employees' Stock Option Schemes are either examined by them directly or through their appointed proxy. The applicable disclosures with regard to the Employees stock option schemes as stipulated under the Companies Act, 2013 as on March 31, 2015 is not applicable as there are no outstanding ESOPs as on March 31, 2015. However relevant information is provided in the Summary of Accounting Policies forming part of the Financial Statements and the same shall also be available on the website of the Company. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 is attached to the Corporate Governance Report. DIRECTORS Ms. Kshipra Jatana was appointed as an Additional Director of the Company w.e.f. March 25 , 2015 and shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing the candidature of Ms. Kshipra Jatana for appointment as Director, liable to retire by rotation Mr. Manoj Mohanka and Mr. Gagan Kumar were appointed as an Independent Directors of the Company at the 59th Annual General Meeting held on September 30, 2014 to hold office for a term up to 1 (one) year till the conclusion of the 60th Annual General Meeting. The Company has received notices in writing from a member proposing the candidature of Mr. Manoj Mohanka for a term of three years and Mr. Gagan Kumar, for a term of five years, as Independent Directors, not liable to retire by rotation. The Company has received declarations from Mr. Manoj Mohanka and Mr. Gagan Kumar confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rohit Bansal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment. The Company organizes various programmes and presentations for the Board of Directors in order to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which it operates, Business models of the Company and related matters. Details of such programme are available on company's website at www.infomediapress.in and may be accessed at the link <http://infomediapress.in/wp-content/uploads/2015/06> Infomedia Familiarisation Programmes for Independent Directors.pdf The following policies of the Company are attached herewith marked as Annexure IA and Annexure IB: a) Policy for selection of Directors and determining Directors Independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. The Company does not have a Managing Director or Whole Time Director. The Company has formulated a policy on performance evaluation of the Directors, Board, and its Committees and other individual directors which shall be based on inter alia criteria like attendance, effective participation, domain knowledge, access to management outside Board Meetings, Compliance with Code of Conduct, Vision and Strategy and Benchmark to global peers. On the basis of policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, a process of evaluation was carried out. The performance of the Board, individuals directors and Board Committee were found to be satisfactory. KEY MANAGERIAL PERSONNEL The Board of Directors of the Company formally had taken on record the appointment of Mr. Sandeep Mantri as Chief Financial Officer of the Company w.e.f. March 25, 2015. Mr. Sanjeev Singh resigned from the office of Manager w.e.f. March 24, 2015. The Board of Directors of the Company, has appointed Ms. Ruchi Arya as Manager of the Company for a period of five years w.e.f. March 25, 2015. SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES Your Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies, therefore disclosures on Subsidiaries/ Joint Ventures/ Associate Companies are not applicable. TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND The amount of dividend which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company, within the stipulated time, to the Investors Education and Protection Fund. Further, the Company has uploaded the details of such unpaid and unclaimed amounts on it's website and also on the website of the Ministry of Corporate Affairs. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT No significant and/or material orders were passed by any Regulators/Courts/Tribunals which impact the going concern status of the Company or its future operations. NUMBER OF MEETINGS OF THE BOARD During the financial year ended on March 31, 2015, six Board Meetings were held and the maximum time gap between any two Board meetings was less than 120 days. Further, details of the meetings of the Board and its Committee are given in Corporate Governance Report, forming part of the Annual Report. COMPOSITION OF AUDIT COMMITTEE The Audit Committee comprises of Mr. Gagan Kumar (Chairman), Mr. Manoj Mohanka, Independent Director and Mr. Rohit Bansal, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same; ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended on that date; iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2015 on a 'going concern' basis; v) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RISK ASSESSMENT/ MANAGEMENT The Company has formulated and adopted a Risk Management Policy. The Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The Policy is framed to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks, misstatements, frauds or violations of laws and regulations will be mitigated. The Company has constituted a Risk Management Committee. The Committee shall inter alia oversee, evaluate and implement the Risk Assessment Policy and Manual of the Company and suggest effective measures to counter or mitigate the risks. VIGIL MECHANISM The Company promotes ethical behavior in all its business activities. Towards this endeavor, the Company has adopted a policy on vigil mechanism and whistle blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversee the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on Company's website at www.infomediapress.in and may be accessed at the link <http://infomediapress.in/wp-content/uploads/> 2015/06/Infomedia Vigil Mechanism Policy.pdf. RELATED PARTY TRANSACTIONS All the related party transactions are entered on arms' length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the Listing Agreement. All Related Party Transactions are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the Audit Committee on a quarterly basis. During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of Related Party Transactions and dealing with Related Party Transitions are posted on the company's website at www.infomediapress.in and may be accessed at the link <http://> infomediapress.in/wp-content/uploads/2015/06/ Infomedia Policy for determining material RPT.pdf The details of the transactions with Related Party are provided in Note No. 29 of accompanying financial statements. INTERNAL FINANCIAL CONTROL The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company also checks and verifies the internal financial control and monitors them. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaint on Sexual Harassment was received. PARTICULARS OF LOANS GIVEN, INVESMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED The Company has not given any Loans, Investments, Guarantees and Securities therefore this disclosure is not applicable. AUDITOR & AUDITOR'S REPORT Walker Chandiok & Co LLP (formerly known as Walker Chandiok & Co.), New Delhi (ICAI Firm Regn No. 001076N/ N500013) were appointed as the Statutory Auditors of the Company for a period of three years at the 59th Annual General Meeting held on September 30, 2014 and the appointment was subject to ratification at each Annual General Meeting. The Company has received confirmation from them to the effect that their appointment is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for holding the office of the Auditors. Accordingly, the Board recommends ratification of their appointment as Statutory Auditors of the Company. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board had appointed Chandrasekaran Associates, Company Secretaries to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015, in the prescribed format is attached herewith and marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION None of the employee is in receipt of salary beyond the limits prescribed under section 197(12) of the Companies Act, 2013 read with Rules 5(1), (2) and (3) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. EXTRACT OF ANNUAL RETURN Extract of the Annual Return in the prescribed format is attached with this report and marked as Annexure III. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has discontinued the operation, therefore disclosures on Conservation Energy, Technogy Absorption and Foreign Exchange Earnings and Outgo not applicable. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the continuous support extended by all the stakeholders, government authorities and bankers for their continued support and faith reposed in the Company. For and on behalf of the Board of Directors Gagan Kumar Rohit Bansal Chairman of the Board Director Place: Mumbai Date: July 22, 2015 |