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Pressman Advertising Ltd.

BSE: 509077 | NSE: PRESSMN |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE980A01023 | SECTOR: IT Services & Consulting

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

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

Financial Highlights Rs. in lakh

Particulars

Current

Year

Previous

Year

Income from operations

4609.83

5012.20

Other income

328.77

160.29

4938.60

5172.49

Operating Profit

1107.68

1010.78

Depreciation

1.99

2.37

Profit before tax

1105.69

1008.41

Tax Expenses

Current Tax

270.00

318.00

Deferred Tax

3.66

3.81

Net Profit after tax

832.03

686.60

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

(6.93)

(0.76)

Total Comprehensive Income

825.10

685.84

Performance

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

Dividend

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

Future Prospects

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

Directors’ Responsibility Statement

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

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

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

iii. that the Directors have taken proper and sufficient care of maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

v. that internal financial control has been laid down by the Company and such internal financial control are adequate and were operating effectively.

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

Fixed Deposits

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

Directors

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

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

Declaration by Independent Directors

A declaration by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received from all the Independent Directors.

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

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

Foreign Exchange Earnings : Rs.1.28 lakh

Foreign Exchange Outgo : Nil

Listing

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

Number of Board meetings held

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

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

Auditors

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

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

Board Evaluation

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

The Board of Directors separately evaluated the performance of each of the Independent Directors. The concerned Independent Director did not participate in the meeting.

The Directors have expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the financial year ahead with a view to practicing the highest standards of corporate governance.

Material Changes and Commitments

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

Secretarial Audit

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

Corporate Social Responsibility

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

Corporate Governance

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

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.pressmanadvertising.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In additions to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of Policy

Brief description

Web link

Vigil Mechanism

The Company has adopted the vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has been no change to the said policy adopted by the Company during the year 2015.

http://www.pressmanadvertising.in/

download/Vigil_Mechanism.pdf

Name of Policy

Brief description

Web link

Corporate Social Responsibility Policy (CSR)

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

http://www.pressmanadvertising.in/

download/Policy-CSR.pdf

Related Party Transaction Policy

This policy regulates all transactions between the Company and its related parties

http://www.pressmanadvertising.in/

download/Policy-related-party-

transations.pdf

Insider Trading Policy

This policy provides the framework in dealing with securities of the Company in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015.

http://www.pressmanadvertising.in/

download/code-of-conduct-for-prohibition-

of-insider-trading-pressman.pdf

Prevention of Sexual

Harassment Policy

This Policy creates and maintains a secure work environment where its employees will work and pursue business together in an atmosphere free of harassment.

http://www.pressmanadvertising.in/ download/Policy-SEXUAL-HARASSMENT. pdf

Familiarization programme for independent directors

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

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

The Nomination & Remuneration Committee has laid down a policy for appointment and remuneration of Directors and Key Managerial Personnel. The policy defines the criteria to evaluate, positive attributes, independence of a Director and recommend to the Board their appointment and remuneration.

Pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, there are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Particulars of Employees pursuant to section 134(3) of the Companies (Amendment) Act, 2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

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

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

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

SI

No.

Name

Designation

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

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

Percentage increase in remuneration

Ratio per Median of employee remuneration

1

Mr B G Pasari

Chief Financial Officer

22.75

17.94

26.81

3.85

2

Ms Sangeeta Roy *

Company Secretary

1.31

1.88

-

0.22

3

Ms Punam Singh**

Company Secretary

1.50

-

-

0.25

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

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

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

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

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

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as per the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented separately, which forms part of the Annual Report.

Disclosure of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed with this Report.

Reporting of Frauds

As required under Section 143(12) of the Companies Act, 2013, the auditors have not reported any frauds in the financial year under review to the Audit Committee or the Board of Directors. Hence there is nothing to report by the Board under Section 134(3) (ca)of the Companies Act, 2013.

Related Party transactions

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

Particulars of Loans, Guarantees or Investments

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

Development and Implementation of a Risk Management Policy

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

Acknowledgement

The Directors thank the shareholders for their continued confidence and the employees for their dedicated services.

Pressman House For and on behalf of the Board 10A Lee Road

Kolkata 700 020 Dr Niren Suchanti

May 29, 2018 Chairman & Managing Director

Director’s Report