Dear Members,
The Board of Directors are pleased to present the 66th Annual Report and the
Companys Audited Financial Statement for the Financial Year ended March 31, 2021.
Financial Results
The financial performance of the Company for the year ended
March 31, 2021 is summarized below:
| Particulars |
2020-21 |
2019-20 |
| Profit / (Loss) before interest and depreciation from continuing operations |
– |
– |
| Less: Finance Costs |
261.63 |
281.57 |
| Less: Depreciation and amortization expenses |
5.46 |
5.45 |
| Profit / (Loss) before tax from continuing operation |
(267.09) |
(287.02) |
| Profit/ (Loss) before tax from discontinued operation |
(87.07) |
(80.12) |
| Less: Tax expense |
- |
(101.88) |
| Profit / (Loss) for the year |
(354.16) |
(265.26) |
| Other Comprehensive Income: |
|
|
| Items that will not be reclassified to profit or loss |
(0.36) |
(0.18) |
| Total Comprehensive Income for the year |
(354.52) |
(265.44) |
Results of operations and the State of Companys affairs
There is no operating revenue in the Company as the Company has ceased its business
operations. The Company has incurred a net loss of 354.16 lakh for the year 2020-21.
In view of the losses, the Company does not propose to transfer any money to the
reserves.
Dividend
In view of the losses, the Board of Directors have not recommended any dividend for the
year under review.
Material changes from the end of Financial Year till the date of this report
There have been no material changes and commitments affecting the financial position of
the Company from the end of the Financial Year till date of this Report.
Management Discussion and Analysis Report
Management 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 ("Listing Regulations"), is presented in a separate section
forming part of the Annual Report.
Subsidiaries / Joint Ventures/ Associate Companies
The Company does not have any Subsidiary / Joint Venture/ Associate Company, therefore
disclosures on Subsidiaries/ Joint Ventures/ Associate Companies are not applicable.
Secretarial Standards
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to "Meetings of the Board of Directors" and "General Meetings"
respectively.
Directors Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 ("the
Act") 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,
2021, the applicable Accounting Standards read with the requirements set out under
Schedule III to the Act, 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, 2021 and of the loss of the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient 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;
iv. the Directors have prepared the annual accounts of the Company for the Financial
Year ended March 31, 2021 on a ‘going concern basis;
v. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls 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.
Corporate Governance
The Company adheres to the Corporate Governance requirements set out by Securities and
Exchange Board of India ("SEBI"). The Corporate Governance Report of the Company
in pursuance of the Listing Regulations forms part of the Annual Report.
Certificate from a Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the Corporate Governance Report.
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the Financial
Year with related parties were in its ordinary course of business and on an arms length
basis. During the year, the Company had not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions is posted on the Companys website and may be accessed at the link:
https://
infomediapress.in//wp-content/uploads/2019/04/Policy-of-Materiality-of-RPTs_Infomedia.pdf.
There were no materially significant related party transactions which could have
potential conflict with the interests of the
Company at large.
Members may refer to Note No. 28 to the Financial Statement which sets out related
party disclosures pursuant to Ind AS.
Risk Management
The Board of Directors of the Company is responsible for direction and establishment of
internal controls to mitigate material risk. The Company has formulated and adopted a Risk
Management Policy to identify the element of risk and to provide reasonable assurance that
all the material risk will be mitigated or managed.
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 Statement.
The internal financial controls have been embedded in processes. Assurance on the
effectiveness of internal financial controls is obtained through management reviews,
continuous monitoring by functional leaders as well as testing of the internal financial
control systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews the adequacy and effectiveness of
Companys Internal Controls and monitors the implementation of the audit
recommendations.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Kshipra Jatana, Director, retires by rotation at the ensuing Annual General
Meeting of the Company. The Nomination and Remuneration Committee and Board of Directors
have recommended her re-appointment for the approval of shareholders. During the year
under review, the second term of Mr. Gagan Kumar as an Independent Director expired on
September 23, 2020 and accordingly upon completion of his second term, he ceased to be a
Director w.e.f September 24, 2020. The Board places on record its appreciation for the
valuable contribution made by him during his tenure as Chairman and Director of the
Company. Thereafter, the Board had appointed Mr. Lalit Kumar Jain, Independent Director as
Chairman of the Board.
Mr. Vivek Jain was appointed as an Additional Director (Independent) w.e.f. September
24, 2020 for a period of 5
(five) years up to September 23, 2025 and he shall hold office as an Additional
Director of the Company up to the date of the ensuing Annual General Meeting. In the
opinion of the Board, he possess requisite expertise, integrity and experience (including
proficiency) for appointment as an Independent Director of the
Company. The Nomination and Remuneration Committee and Board of Directors have
recommended his appointment for approval of shareholders.
The Company has received declarations from all the Independent
Directors of the Company confirming that:
(i) they meet the criteria of independence as prescribed under the Act and Listing
Regulations;
(ii) they have registered their names in the Independent Directors Databank; and
(iii) they have complied with the Code for Independent Directors prescribed in Schedule
IV to the Act.
The Company has in place "Policy for Selection of Directors and determining
Directors Independence" and "Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees." These policies have been uploaded on the website of
the Company and can be accessed at https://infomediapress.in//wp-content/
uploads/2019/05/Infomedia_Policy_on_Selection_of_Directors_ Determining_Independence.pdf
and https://infomediapress.in// wp-content/uploads/2019/05/Infomedia_Remuneration_Policy.
pdf respectively.
The Policy for selection of Directors and determining Directors Independence sets out
guiding principles for Nomination and Remuneration Committee for identifying persons who
are qualified to become directors and determining directors independence, if the person
is intended to be appointed as independent director. There has been no change in this
policy during the year under review.
The Remuneration Policy for Directors, Key Managerial Personnel and other Employees
sets out guiding principles for Nomination and Remuneration Committee for recommending to
the Board the remuneration of Directors, Key Managerial Personnel and other employees.
There has been no change in the policy during the year under review.
Performance Evaluation
The Company has a policy for Performance Evaluation of the Board, Committees and other
Individual Directors (including Independent Directors) which includes criteria for
performance evaluation of Directors.
In accordance with the manner specified by the Nomination and
Remuneration Committee, the Board carried out performance evaluation of the Board, its
Committees and Individual Directors. The Independent Directors separately carried out
evaluation of Chairperson, Non- Independent Directors and Board as a whole. The
performance of each Committee was evaluated by the Board, based on views received from
respective Committee Members. The report on performance evaluation of the Individual
Directors was reviewed by the Chairperson of the Board and feedback was given to
Directors.
Auditor and Auditors Report Statutory Auditor
Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Regn. No.101720W/ W100355)
were appointed as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years at the Annual General
Meeting held on September 25, 2017.
The Company has received confirmation from them to the effect that they are not
disqualified from continuing as Auditors of the
Company.
The Notes on Financial Statement referred to in the Auditors Report are
self-explanatory and do not call for further comments.
The Auditors Report does not contain any qualification, reservation, adverse remark or
disclaimer. Further, the para related to going concern given in the Auditors Report is
self-explanatory and does not call for further comments.
Secretarial Auditor
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct
the Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for the
Financial Year ended March 31, 2021, is annexed with this report and marked as Annexure
I to this Report. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Disclosures
(i) Meetings of the Board
During the Financial Year ended on March 31, 2021, (5) five
Board Meetings were held. Further, details of the meetings of the Board and its
Committees are given in Corporate Governance Report, forming part of the Annual Report.
(ii) Audit Committee
The Audit Committee of the Company comprises Mr. Lalit Kumar Jain (Chairman), Mr. Vivek
Jain and Mr. Ratnesh Rukhariyar. During the year, all the recommendations made by the
Audit Committee were accepted by the Board.
(iii) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Mr. Vivek Jain
(Chairman), Mr. Lalit Kumar Jain and Ms. Kshipra Jatana.
(iv) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company comprises Mr. Ratnesh
Rukhariyar (Chairman), Mr. Lalit Kumar Jain and Mr. Karanvir Singh Gill.
(v) Vigil Mechanism
The Company promotes ethical behaviour in all its activities. Towards this, 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 the 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 Companys website and can be accessed at:
https://infomediapress.in//wp-content/
uploads/2019/05/Policy_vigil_mechanism_whistleblower_ Infomedia_Press_Ltd.pdf
(vi) Prevention of Sexual Harassment at Workplace
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee as specified under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act
are given in Corporate Governance Report, which forms part of the Annual Report.
(vii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Disclosures on Conservation of Energy and Technology Absorption are not applicable to
the Company at present. Further, during the year under review, there has been no foreign
exchange earnings and outgo.
(viii) Annual Return
The Annual Return of the Company as on March 31, 2021 is available on the Companys
website and can be accessed at https://infomediapress.in/wp-content/uploads/2021/08/
Annual_Return_2020_21_InfomediaPressLtd.pdf
(ix) Particulars of Employees and Related Information and/or
None of the employee is in receipt of salary beyond the limits prescribed under Section
197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration
and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this report. Having regard to the provisions of the second proviso to Section 136(1) of
the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining such information
may write to the Company Secretary to email id: investors@infomedia18.in.
General
During the year under review:
1. The Company had not issued any equity shares with differential rights as to
dividend, voting or otherwise.
2. The Company had not accepted any deposit under Chapter V of the Act.
3. The Company had not issued any shares (including sweat equity shares) to
directors or employees of the Company under any scheme.
. 4. The Company had not made any Investments or given any Loans, Guarantees and
Securities therefore disclosure under Section 186(4) of the Act is not applicable.
5. The Company does not have any Scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
6. The provisions of Section 135 relating to Corporate Social Responsibility are not
applicable. material order was passed by any
7. Nosignificant Regulator/ Court/ Tribunal which impacts the going concern status of
the Company or its future operations.
8. No fraud has been reported by Auditors to the Audit Committee or the Board.
9. There is no application made / proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
10. There was no instance of one-time settlement with any Bank . or Financial
Institution. to 11. The Company is not required to maintain cost records under the
provisions of sub-section (1) of section 148 of the Act.
Acknowledgment
The Board of Directors wish to place on record its appreciation for the faith reposed
in the Company and continuous support extended by the investors, employees, members,
government and regulatory authorities and various stakeholders.
| For and on behalf of the Board of Directors |
|
Lalit Kumar Jain |
| Date: April 17, 2021 |
Chairman |
| Place: Noida |
|
+91-9892691696
