Your Directors are pleased to present the 61st Annual Report and the Company’s audited financial statement for the financial year ended March 31, 2016.
The financial performance of the Company for the year ended March 31, 2016 is summarized below:
Rs. in lakhs
Loss before interest and depreciation
Less: Finance Cost
Net operating Loss for 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.370.76 lakhs for the year 2015-16.
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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI).
The detailed Corporate Governance Report of the Company in pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”) 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 aforesaid Regulations is attached to the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Lalit Kumar Jain was appointed as an Additional Director (Independent) w.e.f. October 9, 2015 for a term of five years and he shall hold office as an Additional Director upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for appointment at the ensuing Annual General Meeting as an Independent Director, not liable to retire by rotation.
During the year under review, Mr. Manoj Mohanka resigned from the Directorship of the Company with effect from October 14, 2015, due to his preoccupations. The Board places on record its appreciation for the valuable services rendered by him during his tenure.
Mr. Vinay Chand Chhajlani, Non-Executive Director of the Company, shall retire by rotation at the ensuing Annual General Meeting of the Company. However, being eligible, he has offered himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Regulation 16 of the Listing Regulations.
The following policies of the Company are annexed herewith marked as Annexure IA and Annexure IB respectively:
a) Policy for selection of Directors and determining Director’s Independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Company has formulated a policy on performance evaluation of the Independent Directors, Board and its Committees Chairman of the Board and other individual Directors.
On the basis of policy for performance evaluation of the Independent Director’s, Board and its Committees, Chairman of the Board and other individual Directors, a process of performance evaluation was carried out.
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.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended on March 31, 2016, four Board Meetings were held. Further, details of the meetings, including the dates of the meetings, of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.
The Audit Committee of the Company comprises Mr. Gagan Kumar (Chairman), Mr. Lalit Kumar Jain, Independent Directors and Mr. Rohit Bansal, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board. During the year under review, four Audit Committee Meetings were held. Further, details of Meetings of the Audit Committee are given in Corporate Governance Report, forming part of the Annual Report.
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, 2016, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the 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, 2016 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.
The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks will be mitigated.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls to safeguard and protect the Company 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 the 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 systems and monitors them.
The Company promotes ethical behavior in all its activities. Towards this end, 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 a 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 oversees the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on the Company’s website 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 were 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 Regulations (and erstwhile Listing Agreement entered into with the Stock Exchanges). 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. Also, during the year, there were no contracts/.arrangements/ transactions with Related Parties, which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on dealing with Related Party Transaction and determining the materiality of related party transactions is posted on the Company’s website 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 Parties are provided in Note No. 20 to the financial statement.
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. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year, no complaint on Sexual Harassment was received.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any Loans, Investments, Guarantees and Securities therefore this disclosure is not applicable.
AUDITOR & AUDITORS’ REPORT Statutory Auditor
Walker Chandiok & Co LLP Chartered Accountants, 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 the ratification at each Annual General Meeting. The Company has received confirmation from them to the effect that the ratification of their appointment would be within the limits prescribed 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 by the members.
The Auditors’ Report does not contain any qualification. Further the emphasis of matter given in para 9 of the Auditors’ Report is self-explanatory and does not call for futher comments.
The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed herewith and marked as Annexure II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
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 annexed with this report and marked as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has discontinued its operations, therefore disclosures on Conservation Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are not applicable.
During the year under review:-
1. The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise.
2. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
3. No significant and/or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.
4. No fraud has been reported by Auditors to the Audit Committee or the Board.
Your Directors wish to place on record their appreciation for the continuous support extended by all the stakeholders and faith reposed in the Company.
For and on behalf of the Board of Directors
Chairman of the Board
Date: April 20, 2016