DIRECTORS' REPORT Your Directors present their Thirty-first Annual Report together with the audited accounts for the year ended 31st March, 2015. PERFORMANCE The company posted a turnover of Rs. 4132.35 lacs against previous year turnover of Rs. 3898.55 lacs registering a marginal growth of 6%. The operating profit however, grew sharply by 44% to Rs. 581.93 lacs from Rs. 403.74 lacs in the previous year. Dividend Your Directors are pleased to recommend a dividend of 55% 1.10 per equity share of Rs. 2) for the year 2014-2015 amounting to Rs. 310.90 lacs inclusive of dividend distribution taxofRs. 52.59 lacs. Future Prospects The Indian business and economic scenario is poised for accelerated growth in the coming years and your company is well positioned to take advantage of this growth. The Company's focus on digital media will ensure faster growth. The operational results in the first two months of the current fiscal year has seen excellent growth both in terms of revenue and profits and the Directors are confident that this trend will continue. Directors' Responsibility Statement As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors' Responsibility Statement and confirm as under: i. that in the preparation of the annual accounts, the applicable accounting standards have been followed ; ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the period. iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. that the Directors have prepared the annual accounts on a going concern basis. v. that internal financial control has been laid down by the Company and as such internal financial control are adequate and were operating effectively. vi. that directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Fixed Deposits The company has not accepted or renewed any deposits during the year. Directors Mr Navin Suchanti (DIN: 00273663) retires by rotation and being eligible offers himselffor re-appointment. Ms Sujata Suchanti (DIN: 00273832) was appointed as an Additional Director on 26th March, 2015 and will hold office till the ensuing Annual General Meeting. The company has received a notice in writing from a shareholder together with requisite deposit proposing the name of Ms Sujata Suchanti to be elected as a Director of the company. Mr Sushil Kumar Mor (DIN: 00274066) retires and being eligible for re-appointment and is being appointed as an Independent Director for a period of 5 years w.e.f. 5.8.2015 at the ensuing Annual General Meeting, not liable to retire by rotation. Your Directors state that Mr Sushil Kumar Mor who is proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Mr Sushil Kumar Mor has given declaration that he meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earning and Outgo. The operation of your company do not require energy consumption of any significant level. The Company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not annexed. Foreign Exchange Earnings : Rs.14.92lacs Foreign Exchange Outgo : Rs. 6.69 lacs Listing Requisites The shares of the company are listed on BSE, NSE and Calcutta Stock Exchange. Listing fees for the year 2015-2016 have been paid to all the Stock Exchanges. Number of Board meetings held The Board of Directors duly met five times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows : 28th April, 2014,30th May, 2014,12th August, 2014, 14th November, 2014 and 13th February, 2015. Auditors M/s Singhi & Co. (Firm Registration No 302049E), the retiring Auditors have expressed their desire to seek re-appointment at the ensuing Annual General Meeting. Secretarial Audit In pursuance of Section 204 of the Companies Act, 2013, a practicing company secretary has submitted the Secretarial Audit Report for the year ended 31st March, 2015 and the same is annexed and form part of this annual report. Corporate Social Responsibility The Company has constituted Corporate Social Responsibility Committee(CSR) comprising of the following Directors: Dr Niren Suchanti, Chairman and Managing Director, Mr Navin Suchanti, Mr Ajit Khandelwal and Mr Sushil Kumar Mor, Members. The CSR Committee has formulated the Corporate Social Responsibility Policy to accept the various activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the related activities thereto in and around areas across the states where it operates. The various option are under active consideration of the Committee and shall undertake the expenditure after finalisation of the programme where the money should be spent. The expenditure required to be spent is Rs. 11.33 lacs in terms of requirement of Companies Act, 2013 and is being carried forward to be spent in the current year. Corporate Governance Your company has complied with the Corporate Governance code in terms of mandatory recommendations of Securities and Exchange Board of India and in pursuance of Clause 49 of the Listing Agreement. A report on the Corporate Governance and the Auditors' Certificate thereon are annexed to this Report. Vigil Mechanism In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.pressmanadvertising.in under investors information. Related Party transactions Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 are enclosed. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is annexed with this Report. Particulars of Loans, Guarantees or Investments There are no loans, guarantees, or investments made by the Company covered under the provision of Section 186 of the Companies Act, 2013. Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees The information required to Section 197 read with rule 5 of Development and Implementation of a Risk Management Policy The policy of the Company on risk management is provided in this Annual report in Management Discussion and Analysis Report. Acknowledgement The Directors thank the shareholders and employees for their continued support. By Order of the Board Dr Niren Suchanti Chairman & Managing Director Pressman House 10A Lee Road Kolkata 700 020 Date : 26th May, 2015 |