Dear Members,
Your Directors are pleased to present the 13thAnnual Report of the Company
along with financial statement for the financial year ended 31st March, 2023.
Further, in compliance with Companies Act, 2013 the Company has made all requisite
disclosures in the Board Report with Objective of accountability and transparency in its
operations and to make you aware about its performance and future prospective.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial Year ended 31st
March, 2023 is summarized below:
(Amount In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operation |
2181.37 |
2003.74 |
| Other Income |
20.77 |
18.47 |
| Total Revenue |
2202.14 |
2022.22 |
| Depreciation & amortization expenses |
88.94 |
106.46 |
| Net Profit Before Exceptional Items & Tax |
347.33 |
421.35 |
| Net Profit Before Tax |
346.54 |
416.98 |
| Tax Expenses: |
|
|
| Current Tax |
92.78 |
113.72 |
| Deferred Tax |
3.80 |
2.46 |
| Tax for earlier years/written back |
6.09 |
- |
| Net Profit After Tax |
243.88 |
300.79 |
| Profit for the period from continued operations |
243.88 |
300.79 |
| Earning Per Shares (EPS): |
|
|
| Basic |
5.34 |
6.58 |
| Diluted |
5.34 |
6.58 |
2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS
The sales and other income for the year ended 31st March, 2023 were Rs.
2202.14Lakhs as against Rs. 2022.22 Lakhs in the previous year. The
Operating Profit before Taxation (PBT) amounted to Rs. 346.54 Lakhs as against Rs.
416.98Lakhs in previous year. Total Income/Profit after Tax (PAT) amounted to Rs.
300.79 Lakhs as against Rs. 243.88 Lakhs in previous year.
3. SHARE CAPITAL:
During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.
4. DIVIDEND:
During the year under review, the Company has not issued any dividend to its Members of
the Company.
5. TRANSFER TO RESERVE:
Your Company does not propose to transfer any amount to the general reserves of the
Company.
6. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)
Company has fully Utilized Proceeds from Initial Public Offer ("IPO") hence
there is no unutilized proceeds left.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provisions of Section 129 of the Companies Act,
2013 is not applicable.
8. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
9. LISTING ON STOCK EXCHANGES
Listing on stock exchanges The Companys shares are listed on the National Stock
Exchange of India Limited.
10. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2022 is available on the Companys website
https://www.pradeshtoday.com/Investors/Annual report.aspx
11. REPORTING OF FRAUDS BY AUDITOR:
Reporting of frauds by auditors During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the audit committee, under Section
143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in the
Boards report.
12. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the financial year, the Board had met 9 (Nine) times on April 01, 2022, May10,
2022, May 30, 2022, June 26, 2022, July02, 2022 ,September 06, 2022, November 14, 2022,
February 11, 2023, March 25, 2023.The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.
13. SECRETARIAL STANDARDSOF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
14. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
i. That in the preparation of the annual accounts, the applicable accounting standard
had been followed along with proper explanation relating to material departures
ii. That 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 at the end of the
financial year and of the Profit or Loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this 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 the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi. That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
15. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
A separate meeting of Independent Directors was held on February 15, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
16. COMMITTEES OF THE BOARD
As per the applicable provisions of the Companies Act, 2013 and as per Corporate
Governance provisions as per Listing Obligations & Disclosure requirements (LODR)
Regulations, 2015, the company has three Committees of the Board.
There are currently three Committees of the Board, as follows:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, as under:
AUDIT COMMITTEE
The Committee has formed audit committee in line with the provisions of section 177 of
the Companies Act, 2013.Audit Committee meeting is generally held for the purpose of
recommending the half yearly and yearly financial result. Additional meeting is held for
the purpose of reviewing the specific item included in terms of reference of the Committee
During the year under review, Audit Committee met 2 (Two) times viz on May 30, 2022 and
November 14, 2022.
The composition of the Committee and the details of meetings attended by its members
are given below:
| S. No. Name of Committee Member |
Category |
Designation |
No. of meetings attended |
| 1. Mr. Nitin Maheshwari |
Non-Executive Director Independent Director |
Chairman |
2 |
| 2. Mrs. Ruchi Sogani* (Upto May 31, 2022) |
Non-Executive Director Independent Director |
Member |
1 |
| 3. Mr. Kaustubh Dixit |
Non-Executive Director |
Member |
2 |
| 4 Mrs. Gunjan Kaur Duggal* (w.e.f. July 02, 2022) |
Non-Executive Director Independent Director |
Member |
1 |
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Chief Financial Officer of the Company is a regular invitee at the
Meeting. Recommendations of Audit Committee have been accepted by the Board
wherever/whenever given.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Company www.pradeshtoday.com
NOMINATION AND REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal.
During the year under review, there were 3 times Nomination and Remuneration Committee
was held viz on June 24, 2022, July 02, 2022 and July 05, 2022.
The composition of the Committee and the details of meetings attended by its members
are given below:
| S. No. Name of Committee Member |
Designation |
Position in Committee |
No. of meetings attended |
| 1. Mr. Nitin Maheshwari |
Non-Executive Director Independent Director |
Chairman |
3 |
| 2. Mr. Kaustubh Dixit |
Non-Executive Director |
Member |
3 |
| 3. Mrs. Gunjan Kaur Duggal* (w.e.f. July 02, 2022) |
Non-Executive Director Independent Director |
Member |
1 |
Nomination and Remuneration Policy:
In accordance with Section 134(3) of the Act, the amended Policy is also uploaded on
the Companys website at www.pradeshtoday.com
STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company has
constituted Stakeholders Grievance & Relationship Committee mainly to focus on the
redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission /
Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc.,
During the year under review, Stakeholders Grievance & Relationship Committee met
4 (Four) times viz on May 30, 2022, September 06, 2022, November 14, 2022 and February 11,
2023.
The composition of the Committee and the details of meetings attended by its members
are given below:
| S. No. Name of Committee Member |
Designation |
Position in Committee |
No. of meetings attended |
| 1 Mrs. Ruchi Sogani* (Upto May 31, 2022) |
Non-Executive Director Independent Director |
Member |
1 |
| 2 Mr. Nitin Maheshwari |
Non-Executive Director Independent Director |
Member |
4 |
| 3 Mr. Kaustubh Dixit |
Non-Executive Director |
Member |
4 |
| 4 Ms. Gunjan Kaur Duggal (w.e.f. July 02, 2022) |
Non-Executive Director Independent Director |
Chairman |
3 |
During the year, the Company had not received any complaints from the Shareholders.
There was no complaint pending as on March 31, 2023.
17. Explanation or comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports
The auditors report for the financial year 2023 does not contain any qualifications,
reservation or adverse remark. The Auditors Report is enclosed with the financial
statements in this Annual Report.
Observation of Secretarial Auditor:
1. *. During the year the Company has installed SDD Software on September 2022 and data
is being updated as being received.
Boards Reply: Board of Director has already taken all necessary steps for the
compliance of above mentioned observation. The said default was good.
2. *.During the year there was delay in intimated to The Registrar of Companies, Madhya
Pradesh about changes in composition of Board.
Boards Reply: Board of Director has already taken all necessary steps for the
compliance of above mentioned observation. The said default was good.
18. STATUTORY AUDITOR:
Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of
the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/ s.
P.K. Shishodiya & Co., Chartered Accountants, (Firms Registration No.003233C), Indore
were appointed as Statutory Auditors of the Company for a term of 5 years in the 8th AGM
of the Company to hold the office till the conclusion of 13th AGM of the Company. The term
of M/ s. P.K. Shishodiya & Co., as Statutory Auditors shall expire at the conclusion
of ensuing AGM. Therefore the Board of Directors of the Company, based on the
recommendations of the Audit Committee, has proposed the appointment of M/s. S. N. Gadiya
& Co. (Firm Registration No. 002052C) having Peer Review No.012731, Chartered
Accountants as the statutory auditors of the company for a term of 5 consecutive years and
to hold the office from the conclusion of this 13th AGM until the conclusion of 18th AGM
on such remuneration as may be mutually agreed by and between the Board of Directors and
the Auditor.
19. INTERNAL AUDITOR:
The Company has appointed M/ s. Tanishq Tharani & Co., Chartered Accountants,
Indore as Internal Auditor of the Company for the financial year 2022 -2023.
20. TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
21. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN &
Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the
Company for the financial year 2022-2023.
The Secretarial Audit Report (MR-3) signed by Mr. Hemant Shetye (FCS:2827), Partner,
HSPN & Associates, LLP, Company Secretaries for the year ended on 31st March, 2023 is
self-explanatory and is annexed herewith as "Annexure A".
22. PUBLIC DEPOSITS:
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-
enactments) for the time being in force).
23. PARTICULARS OF EMPLOYEES:
The ratio of the remuneration of each whole-time director and key managerial personnel
(KMP) to the median of employees remuneration as per section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 Forms part of the Boards report (Annexure B ).
24. DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under
for prevention and redressal of complaints of sexual harassment at workplace.
During the year and under review the Company has not received any complaints on sexual
harassment.
25. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
26. INTERNAL FINANCIAL CONTROLS
The Companys internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
Statutory Auditors. Significant audit observations and follow up actions thereon are
reported to the Audit Committee.
27. STOCK CODES/SYMBOL:
1. NSE : MPTODAY
Listing fees as applicable have been paid for the financial year 2022-23.
28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:
(A) Conservation of energy: -
i. The steps taken or impact on conservation of energy :
Use of Energy efficient LED lights at office area, Street light and shop floor and
parking area at all offices, branches and units.
Avoiding use of Elevators to conserve Electric Energy.
ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii. The capital investment on energy conversation equipments :N.A.
(B) Technology absorption:
i. The efforts made towards technology absorption: N.A.
ii. The benefits derived like product improvement, cost reduction product development
or import substitution:
In respect of Newspaper, Company has explored the possibilities to increase its
circulation sales and reduction is cost.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
No technology has been imported during previous three financial years.
iv. The expenditure incurred on Research and Development:
No expenditure exclusively on Research and Development has been incurred during
29. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Kaustubh Dixit (DIN: 07219025) Director of the Company is retires by rotation
.
KEY MANAGERIAL PERSONNEL:
As on March 31, 2022, the following were Key Managerial Personnel ("KMP") of
the Company as per Sections 2(51) and 203 of the Act:
a. Mr. Hradayesh Kumar Dixit, Chairman cum Managing Director
b. Mr. Shantanu Dixit, Whole Time Director & CFO.
c. Mr. Anuj Agrawal, Company Secretary.
Pecuniary relationship or transactions with the Company During the year under review,
the Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission, and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the
Company.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no transactions entered into with related parties as defined under Companies
Act, 2013 during the year were in the ordinary course of business and on an arms length
basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to
approval of shareholders. There have been no material related party transactions
undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no
details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the Year, The Company has not given any loans or not made any investments.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
33. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
34. RISK MANAGEMENT POLICY:
The Company has laid down sufficient procedures about risk assessment and its
elimination and / or its minimization.
The Company has adopted a Policy on Risk Management, to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the Companys business. In order to achieve the key
objective, this Policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.
The Companys management systems, organizational structures, processes, standards, code
of conduct, Internal Control and Internal Audit methodologies and processes that governs
how the Company conducts the business of the Company and manages associated risks.
35. OTHER DISCLOSURES
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the financial year
2022-23.
1. Deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
4. The Company does not have any Employees Stock Option Scheme.
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 Company has not received any complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
7. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
36. RATING:
Company has not been taken Credit Rating from any credit Rating Agency.
37. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (e) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is Annexure-C to this report.
38. POLICIES
The Company seeks to Promote Highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, mandates formulation of certain policies for Listed
Companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company at www.pradeshtoday.com
39. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read
with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social
responsibility do not apply to the company for the period under review.
40. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant of the provisions of the Companies Act, 2013 and as per regulation 17(10) of
the SEBI (LODR) Regulation, 2015, the Company has devised a policy containing criteria for
evaluating the performance of the independent. Non-Executive and Executive Directors,
Board and committees. Feedback was sought by way of structured questionnaire covering
various aspects of the Boards functioning, such as adequacy of the composition of the
Board and its committee, Board culture, execution and performance of specific duties,
obligations and governance. The manner in which evolution has been carried out in the
Corporate Governance report, forming part of this Annual Report.
41. FAMILIARISATION PROGRAMME FOR DIRECTORS:
Upon appointment of a new Independent Director, the Company issues a formal Letter of
Appointment, which sets out in detail, inter-alia, the terms and conditions of
appointment, their duties, responsibilities and expected time commitments. The terms and
conditions of their appointment are disclosed on the Companys website.
The Board members are provided with the necessary documents, presentation, reports and
policies to enable them to familiarise with the Companys procedures and practices.
Periodic presentations are made at the meetings of Board and its Committees, on Companys
performance. Detailed presentations on the Companys businesses and updates on relevant
statutory changes and important laws are also given in the meetings
The policy on Companys familiarization program for Independent Directors is posted on
Companys website at www.prdeshtoday.com
42. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operation include global and domestic demand and supply conditions
affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and outside the
country and various other factors.
43. ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company.
| On Behalf of Board of Directors |
|
| Hradayesh Kumar Dixit |
Nitin Maheshwari |
| Chairman and Managing Director |
Non Executive Director-ID |
| DIN: 03146320 |
DIN: 07860370 |
| Place: Bhopal |
|
| Date: 06th, September, 2023 |
|
+91-9892691696
