REPORT ON CORPORATE GOVERNANCE
I. Company's philosophy on Code of Governance
The Company always strives to achieve optimum performance at all levels by adhering to corporate governance practices, such as:
• Fair and transparent business practices.
• Effective management control by Board.
• Adequate representation of promoter, executive and independent directors on the Board.
• Accountability for performance.
• Monitoring of executive performance by the Board.
• Compliance of laws and regulations.
• Transparent and timely disclosure of financial and management information.
II. Board of Directors
As on 31st March, 2015, the Board comprises of Executive Chairman, two non-executive Independent Directors and two non-executive Directors.
The Board met five times during the financial year on 28th April, 2014, 30th May, 2014,12th August, 2014,14th November, 2014 and 13th February, 2015.
Composition, Meetings and Attendance
During the financial year 2014 -2015, four meetings of the committee were held on 30th May, 2014, 12th August, 2014, 14th November, 2014 and 13th February, 2015. The time gap between two meetings was less than four months.
Terms of Reference
The terms of reference of the audit committee are in accordance with those specified in Clause 49 of the listing agreement and Section 177 of the Companies Act, 2013.
The Company has no subsidiary.
IV. Remuneration to Non-Executive Directors
The non-executive Directors are remunerated X 2500 by way offees for attending each Board and Committee Meetings.
V. Stakeholders Relationship Committee
VI. Corporate Social Responsibility Committee (CSR)
i) Terms of reference:
The Committee shall formulate and recommend to the Board, a CSR Policy and inform the amount of expenditure to be incurred on CSR activities. The Committee also monitors the implementation of the CSR projects or activities undertaken by the Company.
The CSR Committee of the Company consists of one executive director, one non-executive director and two nonexecutive independent director.
1. Dr Niren Suchanti
- Chairman & Managing Director (Executive Director)
2. Mr Navin Suchanti
- Member (Non-executive Director)
3. Mr Ajit Khandelwal
- Member (Non-executive Independent Director)
4. Mr Sushil Kumar Mor
- Member (Non-executive Independent Director) Meeting and attendance during the year
VII. Independent Directors' Meeting
During the year under review a meeting was held, inter-alia, to discuss:
i. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
ii. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;
iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties;
Meeting and attendance during the year: During the financial year 2014-2015, one meeting of the committee was held on 13th February, 2015.
VIII. General Disclosure
i. There were no material and significant related party transactions, with its promoters, the directors or the management or relatives, etc, that may have potential conflict with the interests of the Company at large. Transactions with the related parties have been disclosed in Note No.24 to the Accounts in the Annual Report.
ii. No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years. There were no instances of noncompliance by the Company.
iii. The Company has an established whistle blower policy.
iv. The Company has complied with the mandatory requirement of clause 49 of the Listing Agreement.
Adoption of non-mandatory requirement of Clause 49 of the Listing Agrement is reviewed by the Board from time to time.
IX. Means of Communication
The quarterly results were published during the year under review in Business Standard and Dainik Statesman in Kolkata edition. The quarterly results are displayed on www.pressmanadvertising.in and on website of BSE/NSE. The financial results of the Company were officially released in accordance with the following schedule:
X. General Shareholder Information
a. Annual General Meeting :
The Thirty-first Annual General Meeting will be held at 10:30 A.M. on Wednesday, 5th August, 2015 at 10:30 am at Gyan Manch, 11 PretoriaStreet, Kolkata-71.
b. The tentative Financial Calendar is as follows
Results for quarter ending June 30, 2015 : Within 14th August, 2015.
Results for quarter ending September 30, 2015 : Within 14th November, 2015
Results for quarter ending December 31, 2015 : Within 14th February, 2016
Results for quarter ending March 31, 2016 : Within 30th May, 2016
AGM for the year ending March 31, 2016 : By end of September, 2016
c. Register of Shareholders
The Register of Shareholders will remain closed from Thursday, 30.7.2015 to Wednesday, 5.8.2015, both days inclusive.
d. Payment of Dividend
Dividend warrants in respect of dividend for the financial year 2014-2015, if declared by the Company at the Thirty-first Annual General Meeting, will be dispatched by 4.9.2015 to those shareholders whose names will appear on the register of shareholders of the Company as at the close of business on29.7.2015.
e. Listing of Shares on Stock Exchanges
The Stock Exchanges with their respective Stock Codes are as follows :
Name of the Stock Exchange
BSE Ltd : 509077
National Stock Exchange of India Ltd : PRESSMN
The Calcutta Stock Exchange Ltd : 26445
The ISIN number ofthe Company's shares in the dematerialised mode is INE980A01023.
There are no arrears of Listing Fees.
g. Registrar and Transfer Agent:
Niche Technologies Pvt Ltd D-511 Bagree Market, 71BRBB Road Kolkata 700 001 Phone: 22343576, 22357270/7271 Email: email@example.com
h. Share Transfer System
In accordance with listing requirements, a SEBI registered Registrar & Transfer Agent (RTA) is entrusted with the work of share transfers. The shares received for transfer in physical form are sent to them for processing. After transfer, these are despatched to the concerned holder. In of case demat shares, the depository participants send the request to the Registrar and these are processed accordingly.
j. Dematerialisation of Shares: Out of total paid up capital of 2,34,82,843 equity shares as on 31st March, 2015, 1,93,56,234 equity shares (82.43%) and 14,77,299 equity shares (6.29%) are held in dematerialised form at NSDL and CDSL respectively.
k. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity
As on the date of this report, there are no outstanding GDRs/ADRs/Warrants or any other convertible instruments.
l. Plant Location: Nil
m. Address for Correspondence:
The Company's Registered Office and the Investors Services Division are located at Pressman House, 10A Lee Road, Kolkata 700 020.
Correspondence from shareholders on all matters should be addressed to :
Compliance Officer Pressman Advertising Limited Pressman House, 10A Lee Road, Kolkata - 700 020 Phone: 40310810, Fax: (033) 40310813 email: firstname.lastname@example.org
n. Compliance with Clause 47(f) of the Listing Agreement
In compliance with Clause 47(f) of the Listing Agreement, a separate e-mail Id email@example.com operates as a dedicated ID solely for the purposes of registering investor complaints.
o. Information as per Clause 49 of the Listing Agreement
Information pursuant to Clause 49 of the listing agreement pertaining to particulars of directors to be appointed/ reappointed at the forthcoming Annual General Meeting is enclosed as an annexure to the notice convening the Annual General Meeting.
p. Compliance Certificate of the Auditors
The Company has obtained a Certificate from the statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 ofthe Listing Agreement. The Certificate is annexed.
For and on behalf of the Board
Dr Niren Suchanti
Chairman & Managing Director
Place : Kolkata,
date : 26th May, 2015