CONTENTS
Directors Profile .................................................02
Notice to the Shareholders ................................03
Directors’ Report & Management Discussion
and Analysis Report...........................................09
Report on Corporate Governance .....................31
Independent Auditor’s Report ............................44
Balance Sheet ...................................................48
Statement of Profit & Loss Account ...................49
Notes Forming Part of Financial Statements .....51
Attendance and Proxy Form ..............................67
BOARD OF DIRECTORS
COMPANY SECRETARY &
COMPLIANCE OFFICER
AUDITORS
BANKERS
Mr.V.Chandrasekaran - Managing Director
Mrs.Sumathi Sridharan - Director
Mr.S.D.Viswanathan - Director
Mr. R. Kalyanaraman - Director
Mr. R. Swaminathan - Director
Mr. T.S. Srinivasan
M/s. Babu Peram & Associates
Chartered Accountants
Firm Registration No.012721S
No.6, 2nd Street, V.O.C. Nagar,
Kodambakkam, Chennai - 600 024
Email: babuperamca@yahoo.co.in
Oriental Bank of Commerce
State Bank of India
REGISTERED OFFICE
REGISTRAR & TRANSFER AGENT
No. 25, “Taurus”, 1 Main Road, U.I.Colony,
Kodambakkam, Chennai-600024
Tel.: 044-24833067, Fax:044-24726042,
Email : investor@pentamedia.in / shares@pentamedia.in,
www.pentamedia.in
M/s. Cameo Corporate Services Limited
Unit : “Pentamedia Graphics Ltd.” “Subramaniam Building”,
No.1 Club House Road, Anna Salai, Chennai - 600 002.
Tel.: 044-2846 0390 (5 Lines), Fax : 044-28460129,
Email: investor@cameoindia.com
www.cameoindia.com
st
DIRECTORS – A BRIEF PROFILE
Mr . V. Chandrasekaran - Managing Director
Mr. V. Chandrasekaran aged about 64 years is an M.E. in computer science from the Regional
Engineering College, Trichy. He has worked in the field of computer software for well over two decades
and held positions both in India and abroad. He began his career with Bharath Heavy Electricals Ltd
(BHEL) and served company for over 10 years in various capacities and had managed the design,
development and maintenance of software and systems. Mr Chandrasekaran was with Systems
& Applied Sciences Corporation, Washington, USA, where he was involved in design, development
and implementation of software for enterprising and media services.
Mr. R. Kalyanaramann - Non–Executive Independent Director
Mr. R. Kalyanaraman aged about 64 years is an Electrical Engineer and worked with BHEL, R&D,
Hyderabad & Ranipet, as in charge of vendor development and served there nearly a decade in that
Company over a period of 10 years. He also played the role of Financial & Business promotional
adviser for various organizations including Media & Software.
Mrs. Sumathi Sridharan Non-Executive Director
Mrs.Sumathi Sridharan aged about 54 years, is an M.E in Computer Science and worked with NIT
[REC], Trichy as a faculty in Department of Computer Science. She served in our group from 1993
to 2004 and her corporate professional experience spans over 25 years in various fields such as
software development, education and training.
Mr. S. D. Viswanathan Non-Executive Independent Director
Mr. S. D. Viswanathan aged about 80 years, and has 40 years of professional corporate experience
in executing projects and in corporate planning. He is an Honours Graduate in Electronics and
Electrical Engineering and commenced his career with Indian Railways for more than two decades,
where he finally held the position of Director of Inspection, Integral Coach Factory, Chennai. He held
several positions in leading private sector companies and has been a Techno Consultant
Mr. R. Swaminathan - Non-Executive Independent Director
Mr. R. Swaminathan aged about 53 is a Qualified Chartered Accountant, Cost and Management
Accountant and Company Secretary and also Life Member of Indian Institute of Banking and
Finance, Fellow of Institute of Chartered Shipbrokers London, Qualified Licensed International
Financial Analyst. He is a Cross-functional and Cross-industry expertise in the areas of – Banking,
Global Shipping, Auditing, Finance and Taxation and possess over 25 years of experience. Part of
various professional institutes and trade bodies/associations, His proven ability as a banker, ability
to develop strategies to turnaround the company is vital for corporate sector. He is specialized in
International financing, Attracting Global Investment, Corporate Governance and GRC techniques.
2
PENTAMEDIA GRAPHICS LIMITED
PENTAMEDIA GRAPHICS LIMITED
CIN: L74210TN1976PLC007142
Regd Office: “Taurus” No. 25, 1st Main Road, United India Colony, Kodambakkam, Chennai – 600 024.
Ph No: 044-24833067 Fax No:044-24726042, E-Mail ID: shares@pentamedia.in website: www.pentamedia.in
NOTICE CONVENING THE THIRTY NINTH ANNUAL GENERAL MEETING
NOTICE is hereby given that the THIRTY NINTH Annual General Meeting of the members of PENTAMEDIA GRAPHICS LIMITED
will be held on Thursday, the 03rd of September, 2015 at 10.00 A.M at RANI SEETHAI HALL, No.603, ANNA SALAI, CHENNAI - 600
006, to transact the following business:
ORDINARY BUSINESS
1.
To receive, consider and adopt the Directors’ Report and the Audited Statement of Profit and Loss for the year ended 31st March,
2015 and the Balance Sheet as at that date and the Report of the Auditors thereon.
2.
To appoint a Director in the Place of Mrs. Sumathi Sridharan, (DIN: 00162055) who retires by rotation and being eligible, offers
herself for re-appointment.
3.
To ratify the appointment of Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion
of the Forty Third Annual General Meeting and in this connection, to consider and if deemed fit, to pass with or with out
modification(s), the following resolution as an Ordinary Resolution.
“RESOLVED THAT pursuant to the provisions of Section 139,142 and other applicable provisions, if any, of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force), pursuant to the recommendations of the Audit Committee of the Board of Directors and pursuant to
the resolution passed by members at the AGM held on 28th August,2014, the appointment of M/s. Babu Peram & Associates,
Chartered Accountants, Chennai bearing Firm Reg. No. 012721S as the Statutory Auditors of the Company to hold office from
the conclusion of this Annual General Meeting until the conclusion of Forty third Annual General Meeting to be held in the year
2019 (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General
Meeting) on a remuneration as may be decided by the Board in consultation with the Auditors.”
SPECIAL BUSINESS:
4.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and other applicable provisions of the Companies
Act, 2013, the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force)
read with Schedule V of the Companies Act, 2013, approval of the Company be and is hereby accorded for the appointment of
Mr. V. Chandrasekaran (DIN: 00158019) as the Managing Director of the Company with effect from 1st November, 2014 for a
period of three years on the following terms and conditions:
a)
Salary
Rs.2,00,000/-per month in the scale of Rs.2,00,000/- to Rs. 4,00,000/- Increments to be decided by the Nomination & Remuneration
Committee.
b)
In terms of the provisions of Article 37 of the Articles of Association of the Company, Mr. V. Chandrasekaran shall not be subject
to retirement by rotation during his tenure as Managing Director.
c)
Perquisites (evaluated as per Income-Tax Rules, wherever applicable, and at actual cost to the Company in other cases) like
the benefit of gas, electricity, water, club fees, personal insurance, use of car and telephone at residence or reimbursement of
expenses in lieu thereof, medical reimbursement, leave and leave travel concession, education benefits and other benefits in
accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefits.
d)
Mr. V. Chandrasekaran shall not be entitled to any sitting fee for the meeting of the Board or of any committee thereof.
e)
Mr. V. Chandrasekaran will be subject to all other service conditions as applicable to any other employee of the company.
In the event of absence or inadequacy of profits in any financial year, Mr. V. Chandrasekaran will be paid remuneration including the
perquisites and other amenities as aforesaid subject to the limits specified under Part II of Schedule V of the Companies Act, 2013
(including any statutory modifications or re-enactment thereof for the time being in force).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and deeds as
it may consider necessary, expedient or desirable, in order to give effect to this resolution or otherwise as considered by the Board to
be in the best interest of the Company”.
ANNUAL REPORT 2014 15
3
5.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“Resolved that, pursuant to Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder, Mr. R Swaminathan (DIN: 02052310) who was appointed as an Additional Director of the Company by
the Board of Directors with effect from May 29, 2015 and who holds office till the date of the AGM , in terms of Section 161 of the
Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under Section 160 of
the Companies Act, 2013 signifying his intention to propose Mr.R Swaminathan as a candidate for the office of a Director of the
Company, be and is hereby appointed as an Independent Director of the Company for a period up to May, 28, 2020, not liable to
retire by rotation.”
By Order of the Board
T.S. Srinivasan
Company Secretary
Place: Chennai
Date: 24.07.2015
NOTES:
1.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and Vote on a poll only instead
of Him / Her. The proxy need not be a member of the Company. A blank form of proxy is enclosed herewith and if intended
to be used, it should be returned duly completed at the Registered Office of the Company not later than forty eight hours
before the scheduled time of the commencement of 39th Annual General Meeting.
2.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total
share capital of the company carrying voting rights. A member holding more than 10% of the total share capital of the company
carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or
shareholder.
3.
The statement under Section 102 of the Companies Act, 2013, relating to the Special Business is annexed herewith.
4.
During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion
of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company,
provided not less than three days of notice in writing is given to the Company.
5.
Members / proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.
6.
The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies
Act, 2013, and Register of contracts or arrangements in which Directors are interested maintained under Section 189 of the
Companies Act, 2013 will be available for inspection by the members at the AGM
7.
Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company
a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Meeting.
8.
Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specific functional
areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding
and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock exchanges, are
provided in the Statement forming part of the notice.
9.
The Register of Members and the Share Transfer Books of the Company shall remain closed from Friday 28th August 2015 to
Thursday 03rd September 2015, (both days inclusive), for the purpose of Annual General Meeting.
10. Members are requested to notify the change in their address, if any, immediately, so that all communications can be sent to the
latest address. In case of members holding shares in physical form, all intimations regarding change of address and change
of bank account details are to be sent to M/s Cameo Corporate Services Limited, (CCSL) Unit: Pentamedia Graphics Limited,
“Subramaniam Building” No.1 Club House Road, Anna Salai, Chennai – 600002. those who hold shares in electronic form, are
requested to notify any change in their particulars like change in address, bank particulars etc. to their Depository Participants
immediately.
11. The Securities and Exchange Board of India (SEBI) vide circular ref no. MRD/Dop/CIR 05/2007 dated April 27, 2007 made
PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of such
transaction. In continuation of the said circular, it is hereby clarified that for securities market transactions and off-market/private
transactions involving transfer of shares in listed companies in physical form, it shall be mandatory for the transferee(s) to furnish
a copy of the PAN card to the Company / RTA for registration of such transfer of shares.
4
PENTAMEDIA GRAPHICS LIMITED
12. Copies of the Annual Report 2015 are being sent by electronic mode only to all the members whose email IDs are registered
with the Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the
same. In the case of members holding shares in physical mode whose email IDs are registered with the Company/ Registrars
M/s. Cameo Corporate Services Limited , and have given consent for receiving communication electronically, copies of the Annual
Report 2015 are being sent by electronic mode only. For members who have not registered their email addresses, physical copies
of the Annual Report 2015 are being sent by the permitted mode.
13. The Notice of the 39th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with
Attendance Slip and Proxy Form, is being sent by electronic mode to all the members whose email addresses are registered with
the Company/Depository Participants unless any member has requested for a hard copy of the same. In the case of members
holding shares in physical mode whose email IDs are registered with the Company/ Registrars M/s. Cameo Corporate Services
Limited, and have given consent for receiving communication electronically, the Notice of the 39th Annual General Meeting of the
Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form, is being sent by
electronic mode. For members who have not registered their email addresses, physical copies of the aforesaid documents are
being sent by the permitted mode.
14. Members may also note that the Notice of the 39th Annual General Meeting and the Annual Report 2015 will also be available on
the Company’s website for their download. The physical copies of the aforesaid documents will also be available at the Company’s
Registered Office in Chennai for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free
of cost. For any communication, the shareholders may also send requests to the Company’s Registrars M/s Cameo Corporate
Services Limited at: www.cameoindia.com.
15. All documents referred to in the Notice will be available for inspection at the Company’s registered office during normal business
hours on working days up to the date of the AGM.
16. Voting through electronic means:
i.
Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 20 of the
Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company
is pleased to provide to the members the facility to exercise their right to vote at the 39th Annual General Meeting (AGM) by
electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the
Meeting (‘remote e-voting’).
ii.
The members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting.
iii. The members who have cast their vote by remote e-voting may also attend the Meeting, but shall not be entitled to cast their vote
again.
iv. The Company has engaged the services of Cameo Corporate Services Limited as the Agency to provide remote e-voting facility.
v.
The Board of Directors of the Company has appointed Mr. R Sridharan, Practising Company Secretary (Membership No. FCS
4775) of R. Sridharan & Associates, Company Secretaries as the Scrutinizer to scrutinize the remote e-voting process in a fair and
transparent manner and he has communicated his willingness to be appointed and will be available for the same purpose.
vi. Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / beneficial owner (in case of
electronic shareholding) as on the cut-off date i.e. August 27, 2015.
vii. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories
as on the cut-off date, i.e. August 27, 2015 only shall be entitled to avail the facility of remote e-voting.
viii. Any person who becomes member of the Company after dispatch of Notice of AGM and holding shares of the Company as
on cut -off date, may obtain the user ID and password by sending a request at helpdesk.evoting@cdslindia.com or investor@
cameoindia.com
The Instructions for members for voting electronically are as under:
A. IN CASE OF MEMBERS RECEIVING E-MAIL
i.
The remote e-voting period commences on Monday, 31st August 2015 at 10.00 a.m (IST) and ends on Wednesday 02nd
September 2015 at 5.00 p.m (IST). During this period members of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date of 27th August 2015, may cast their vote by remote e-voting. The remote e-voting
module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall
not be allowed to change it subsequently.
ii.
The Members should log on to the e-voting website www.evotingindia.com.
iii. Click on Shareholders.
ANNUAL REPORT 2014 15
5
iv. Now Enter your User ID
a.
For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c.
v.
Members holding shares in Physical Form should enter Folio Number registered with the Company.
Next enter the Image Verification as displayed and Click on Login.
vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
vii. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
•
Members who have not updated their PAN with the Company/Depository Participant are
requested to use the first two letters of their name and the 8 digits of the sequence number in
the PAN field.
•
In case the sequence number is less than 8 digits enter the applicable number of 0’s before
the number after the first two characters of the name in CAPITAL letters. Eg. If your name is
Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
DOB
Enter the Date of Birth as recorded in your demat account or in the company records for the said
demat account or folio in dd/mm/yyyy format.
Bank Details
Enter the Dividend Bank Details as recorded in your demat account or in the company records for
the said demat account or folio.
•
Please enter the DOB or Bank Details in order to login. If the details are not recorded with the
depository or company please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (iii).
viii. After entering these details appropriately, click on “SUBMIT” tab.
ix. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding
shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password
in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any
other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care to keep your password confidential
x.
For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
xi. Click on the EVSN of Pentamedia Graphics Limited.
xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the
option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to
the Resolution.
xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to
confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
xv. Corporate/Institutional members (i.e. other than individuals, HUF, NRI, etc.) are also required to send a scanned certified true
copy (PDF Format) of the Board Resolution/ Power of Attorney/Authority letter etc. together with attested specimen signature(s) of
the duly authorized representative(s) to the Scrutinizer through e-mail at rsaevoting@gmail.com. They may also upload the same
in their e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format
‘Corporate Name_EVENT NO.’
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvii. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
xviii. If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on
Forgot Password & enter the details as prompted by the system.
xix. Note for Non-Individual Shareholders & Custodians:
6
PENTAMEDIA GRAPHICS LIMITED
▪
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves as Corporates and Custodians respectively.
▪ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
▪ After receiving the login details they should create compliance user using the admin login and password. The Compliance user
would be able to link the depository account(s) / folio numbers on which they wish to vote.
▪ The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able
to cast their vote.
▪ A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any,
should be uploaded in PDF format in the system for the scrutinizer to verify the same.
A. In case of members receiving the physical copy:
Please follow all steps SI.NO (i) to (xviii) in point A above to cast vote.
i.
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting
manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.
ii.
The Chairman shall at the AGM, at the end of discussion on the resolution on which voting is to be held, allow voting with the
assistance of scrutinizer, by use of ballot papers for all those members who are present at the AGM but have not casted their votes
by availing the remote e-voting facility.
iii. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock
the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and
shall make not later than 48 hours of the conclusion of the AGM, a consolidated Scrutinizer’s report of the Chairman or a person
authorized by him in writing, who shall counter sign the same and declare the result of the voting forthwith.
iv. The result declared along with the Scrutinizer Report shall be placed on the company’s website www.pentamedia.in and on the
website of CDSL immediately after the results are declared and communicated to the Stock Exchange where the shares of the
Company are listed.
v.
Subjected to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of AGM i.e. September
03, 2015.
ANNEXURE TO THE NOTICE
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 4
The Board of Directors of the Company (the ‘Board’), at their meeting held on 30th October, 2014 has, subject to the approval of
members, re-appointed Mr. V. Chandrasekaran as the Managing Director under the Companies Act, 2013 for a period of 1 year
from the expiry of his present term, which expired on 31st October, 2014 at the remuneration recommended by the Nomination &
Remuneration Committee of the Board. Hence, Mr. V. Chandrasekaran has been proposed to be appointed as the Managing Director
of the Company subject to the approval of the shareholders in the General Meeting of the Company.
The Board of Directors recommends the resolution at item No.4 of the Notice for approval of the shareholders.
Except Mr. V. Chandrasekaran being an appointee, none of the other Directors or their relatives or Key Managerial Personnel of the
company or their relatives is concerned or interested, financial or otherwise in the resolution set out under item No.4.
ITEM NO. 5
The Board of Directors, at its meeting held on May 29, 2015, appointed Mr. R. Swaminathan as an Additional Director of the Company,
pursuant to Section 161 of the Companies Act, 2013.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. R. Swaminathan will hold office up to the date of the ensuing
AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member,
along with a deposit of Rs. 1,00,000/- proposing the candidature of Mr. R. Swaminathan for the office of Independent Director, to be
appointed as such under the provisions of Section 149 of the Companies Act, 2013.
The Company has received from Mr. R. Swaminathan (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of
Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment &
Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Companies
Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in Sub-section (6) of Section 149
of the Companies Act, 2013.
ANNUAL REPORT 2014 15
7
The resolution seeks the approval of members for the appointment of Mr. R. Swaminathan as an Independent Director of the Company
for a period up to May 28, 2020 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules
made thereunder. He will not be liable to retire by rotation.
In the opinion of the Board, Mr. R. Swaminathan, the Independent Director proposed to be appointed, fulfills the conditions specified in
the Companies Act, 2013 and the Rules made thereunder and he is independent of the Management. A copy of the draft letter for the
appointment of Mr. R. Swaminathan as an Independent Director setting out the terms and conditions is available for inspection without
any fee by the members at the Company’s registered office during normal business hours on working days up to the date of the AGM.
No director, key managerial personnel or their relatives, except Mr. R. Swaminathan, to whom the resolution relates, are interested or
concerned in the resolution. The Board recommends the resolution set forth in Item no. 5 for the approval of the members.
Annexure
(For item No. 2, 4 and 5)
INFORMATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:
Name
Age
Date of Appointment
Qualifi cations
Expertise in functional
area
Mrs. Sumathi Sridharan
54
Mr.V.Chandrasekaran
64
15/05/2006
M.E. Computer Science
20/08/1991
M.E. in computer science from
the Regional Engineering
College, Trichy
He has worked in the field of
She has 25 years of
computer software for over two
professional corporate
decades in positions both in
experience in various
India and Abroad. He began
fields such as software
development (Penta Bank his career with Bharath Heavy
& CBT/CD Titles),education Electic Ltd (BHEL) and served
that company for over 10 years
and training(IBM AS/400,
ES/9000 & E-Business
in various positions in software
solution)
system. Later In USA worked for
designing software system for
Radio and TV stations. He has a
doctorate in Multimedia systems.
Directorships held in
other public Companies
NIL
(excluding foreign
companies)
Membership /
Chairmanships of
Committees of other
public companies
(includes only Audit
NIL
Committee (AC)
and Stakeholders
Relationship
Committee(SRC))
Shareholding in the
10,000 Equity shares of Re.
Company (No. of
1/- each
Shares)
Inter –se relationship
NIL
with any director
NIL
Mr. R.Swaminathan
53
29/05/2015
Qualified Chartered Accountant, Cost and
Management Accountant and Company
Secretary
He is a Cross-functional and Crossindustry expertise in the areas of –
Banking, Global Shipping, Auditing,
Finance and Taxation and possess over
a period 25 years of experience. Part of
various professional institutes and trade
bodies/associations, His proven ability
as a banker, ability to develop strategies
to turnaround the company is vital for
corporate sector. He is specialized,
International financing, Attracting Global
Investment, Corporate Governance and
GRC techniques.
Indo-Latin American Chamber Of
Commerce & Industry
NIL
NIL
NIL
NIL
NIL
NIL
By Order of the Board
Place: Chennai
Date: 24.07.2015
8
T S Srinivasan
Company Secretary
PENTAMEDIA GRAPHICS LIMITED
Directors’ Report & Management Discussion and Analysis
Dear Members,
Your Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of your company together with
the Audited Financial Statements for the year ended 31st March 2015. The Management Discussion and Analysis is given as part of
this Report.
` in Crore
Financial Highlights
Particulars
Gross Income
Profit before interest and depreciation
Finance charges
Gross Profit
Depreciation and Amortisation expenses
Net Profit before tax
Provision for tax
- Tax expense
- Deferred tax asset
Exceptional items written off
Profit / Loss after tax
Balance of Profit / Loss carried forward
2014-2015
5.44
3.13
3.15
3.12
0.03
2013-2014
5.00
2.09
2.81
2.09
0.72
2.46
0.62
(147.84)
(149.65)
(275.68)
0.09
(139.38)
(138.57)
(126.03)
Financial Performance
You may be aware that the New Companies Act 2013 has introduced significant changes in the provisions related to governance,
e-management, compliance and enforcement, disclosure norms, auditors and mergers and acquisitions. Your company’s report has
been prepared in line with the changes made in the act. Total turnover is Rs.5.44 Crore as compared to Rs.5 Core of previous year,
up by 8.8% & operating profit of Rs.3.13 Crore as compared to Rs.2.09 Crore of previous year, up by 49.76%. After the depreciation &
write-off the loss is Rs.149.65 Crore which has reduced the reserves to Rs.120.87 Crore as compared to Rs.270.52 Crore of previous
year.
Profit after depreciation stood Rs.0.03 Crore is due to the adoption of depreciation rates as prescribed in the Schedule II of new
Companies Act 2013, otherwise the said profit would have been Rs.1.61 Crores as compared to Rs.0.72 Crore, up by 43%. The
tax expenses of Rs.2.46 Crore are the Income Tax pertaining to M/s.Pentasoft Technologies Ltd. (merged Company in 2008) for the
previous years. However there were no cash outflows since refund of some years have been adjusted towards various years’ demands.
The new provisions pertaining to governance, compliance etc has also necessitated in writing-off Rs.52.52 Crore of advances out of
total advances of Rs.79.65 and details about the other write-offs are given below which were in existence more than ten years:
Software Products: The products on mainframe & miniframe of Banking, Insurance, ERP etc. are no longer marketable and maintainable.
Hence a portion of Rs.32.07 Crore has been written-off out of Rs.71.80 Crore. Digital Contents/CWIP: Animation contents for Film,
TV & Internet comprising of characters, properties & backgrounds are no longer relevant due to the present technology changes on
picture quality and resolution such as 4K, Digital 3D etc. and a portion of Rs.62.61 Crore has been written-off out of Rs.79.24 Crore.
As per the new standards, the groupings have been done accordingly. Since the Company is not having subsidiaries, hence there is
no consolidated statements.
Business Overview
Your Company is a 39 years old and one of the pioneer in Digital Media & Software in Asia’s Entertainment and IT Industry having
listing status for last two decades and continuing in focus on products,projects,consultancy & training in both Digital Media & Software.
The employees of the Company are Full-time, Part-time and Outsourced with categories with a combination of Engineering, Visual
Communication, Finance & Accounts skills working on man-hours basis.
Digital Media: Production on Digital 3D Animation film “Mustafa Vs Magician”, 2D TV series viz.,” Thirukkual Stories” & “Proverb
Stories” are in progress. Film distribution services being continued.
Software: The technical expertise of the Company has been used for the retail venture “ Mayamall ”-Online Store for its back-office
support and transactions and a mobile app for this online store is being developed. Apps development for Healthcare & E-publishing
is in progress.
Training: Skill based training programmes viz., 2D/3D Animation, Special Effects, Video Editing, Gaming Development, Web
Designing, Graphics Designing, Apps Development for Mobile & Tablets, Robotics, 3D Printing etc. The trained students are being
used for the Company’s live product & projects.
ANNUAL REPORT 2014 15
9
New activities: During the year under review had launched technical books viz., “Visual Effects Theory and Practice”, “Cloud
Computing” & “3D Printing” to bridge the gap between education and industry. These books are made available in both Paperback
& E-book in online stores and Other Books viz., PhotoShop, Flash, Android,Blender 3D are being complied and will be released in
this year. These Books are being offered to major universities and college libraries at free of cost and at discounted price to students.
The Company has extended its skill based training programmes into online by an exclusive portal (www.pentamedia.in/elearning)
in both Digital Media & Software. This eLearning revolves around its dependence on study material, supplied as e-file to learners
to various locations where the primary interaction between the learner and the experiences of their learning occur via networked
computer technology. Increasingly, learning management systems are serving as the basis for building online programs where the
education experience is entirely meditated through a digital interface.
Dividend & Reserves
Taking into account overall financial performances of the Company Your Directors do not recommend any dividend for the financial
year 2014-15. Consequently no amount is transferred to General Reserve Account. To give effect on new depreciation and written off
as per New Companies Act 2013, a sum of Rs149.65 Crore have been reduced from the general reserves.
Share Capital
The paid-up equity share capital of the Company as on 31st March 2015 stood at Rs.41.50 Crore. During the year under review, the
Company has not raised its issued capital with different voting rights nor has granted any stock options or sweat equity and none of
the directors hold instruments is to be converted as equity shares as on 31st March 2015. Mrs. Sumathi Sridharan (DIN: 00162055)
Director, holds 10000 equity shares in the company.
Deposits
During the year under review, Your Company has not accepted any Deposits within the meaning of provisions of Chapter V of the
Companies Act 2013 (Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.
Risk Management
Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management
process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed
Risk Management policy of the Company to have good Corporate Governance is hosted in the Company’s official website www.
pentamedia.in
Internal Control Systems and Their Adequacy
Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and
all transactions are recorded and reported correctly. The classification and accounting of assets is carried out as per the standard
procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered
Accountant and periodical review by management. The Audit Committee of the Board of Directors, Statutory Auditors and Heads are
periodically appraised of the internal audit findings and corrective actions taken.
Directors
During the year under review, the Company has appointed Mr.R.Swaminathan as additional and Independent Director of the Company
with effect from 29th May 2015 for a period of five consecutive years. At the 38th Annual General Meeting held on 28th August 2014,
Mr. S.D.Viswanathan (DIN 00162156) and Mr. R. Kalyanaraman (DIN 00041770) were appointed as Independent Directors for a
period of 5 years with effect from 28th August 2014 for a term upto the conculsion of 43rd Annual General Meeting to be held in the
calendar year 2019. They are not liable to retire by rotation. Director Mrs.Sumathi Sridharan retires by rotation and, being eligible, offer
herself for re-appointment. The Directors recommend Mrs.Sumathi Sridharan for re-appointment.
Finance & Accounts
Your Company prepares its financial statements in compliance with requirements of Section 134 of Companies Act 2013 and generally
accepted accounting principles (GAAP) in India.
Management Discussion & Analysis
Digital Media
The rapid advancement of technology has made computer animation available to the masses and the animation industry is one of the
fastest growing industries. The demand for animated entertainment has expanded with the increase in broadcasting hours by cable
and satellite TV along with the growing popularity of the Internet. In the past, animation series were aimed at children aged nine and
below. In recent years however, TV stations have been producing animation series for teenagers, adults and the whole family.
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PENTAMEDIA GRAPHICS LIMITED
An overall 13 per cent growth from Rs 39.7 billion in 2013 to Rs 44.9 billion in 2014 was majorly due to the unpredictable changes
that came about last year. The animation industry witnessed that earned Rs 332 million in India. Slowly, Indian animation production
houses are realising the importance of developing their own IPs either on their own or in partnership rather than just depend on
outsourced projects from mainly Hollywood.
The demand for animation content in India appears to be growing steadily over the last few years, following the success of international
releases in India. The box office collection from India of these international films is minuscule when compared to overall collections.
On the kids channels in India, domestic animation only constitutes 13 per cent of the content while majority is dominated by US made
shows. “Television continues to be the principal segment for domestic consumption of animation content in India. As India has one of
the largest populations of kids watching cartoons in the world (approximately 200 million) the need for kids’ content is growing,” states
the report. The viewership however has been steady for several years with 2014 accounting for 7.3 per cent for kids content. The
viewership trend for the year shows that the kids of today are increasingly inclined towards local content.
Channels have adopted a two-fold strategy to building kids brands, first by developing a range of loveable characters and then to drive
brand engagement beyond TV, through on-ground events, online and mobile platforms, consumer products etc. “The Indian animation
industry is going through the transition phase where producers are contemplating about aiming at the international markets with big
budgets and high quality products. The path to international success lies in producing good quality movies with smaller budgets of Rs
60 million to Rs 100 million for the domestic market and then tying up with an international distribution agency,” he said as the recipe
to success.
The estimates on licensing & merchandising that organised retail in India is expected to grow from 9 per cent in 2015 to 20 per cent
by 2020 with a good push being given to the merchandising industry too. The report states that brands should introduce products only
when characters are sufficiently popular. “The focus should be on creating long term relationships with licensees where the characters
are converted into brands as they mature and once mature, can be exploited through the consumer products business; the characters
then are timeless and not just a flavour of a season,” it states. Outsourcing and co-production, 2014 wasn’t a spectacular year for the
outsourcing industry due to increased competition from China and Far East countries. A new trend also emerged of modularization
of animation where experts from multiple animation studios come together to provide service in specific parts of the value chain. This
model which is popular in the mature markets is being adapted by local studios to save time and gets good quality. Studios in India can
tie up with studios abroad to leverage on each other’s expertise by sharing the IP rights and revenues. This gives Indian studios a foot
in the global market and also allows the two companies to take advantage of the benefits available in the other market.
Software
IT & ITeS
India is the world’s largest sourcing destination for the information technology (IT) industry, accounting for approximately 52 per cent
of the US$ 124-130 billion market. The industry employs about 10 million Indians and continues to contribute significantly to the social
and economic transformation in the country. The IT industry has not only transformed India’s image on the global platform, but has
also fuelled economic growth by energising the higher education sector especially in engineering and computer science. India’s cost
competitiveness in providing IT services, which is approximately 3-4 times cheaper than the US, continues to be its unique selling
proposition (USP) in the global sourcing market. The Indian IT and ITeS industry is divided into four major segments – IT services,
business process management (BPM), software products and engineering services, and hardware.
The IT-BPM sector in India grew at a compound annual growth rate (CAGR) of 25 per cent over 2000-2013, which is 3-4 times higher
than the global IT-BPM spend, and is estimated to expand at a CAGR of 9.5 per cent to US$ 300 billion by 2020. Indian IT’s core
competencies and strengths have placed it on the international canvas, attracting investments from major countries. The computer
software and hardware sector in India attracted cumulative foreign direct investment (FDI) inflows worth US$ 13,788.56 million
between April 2000 and December 2014, according to data released by the Department of Industrial Policy and Promotion (DIPP).
Indian Government Initiatives, the adoption of key technologies across sectors spurred by the ‘Digital India Initiative’ could help
boost India’s gross domestic product (GDP) by US$ 550 billion to US$ 1 trillion by 2025. India continues to be the topmost offshoring
destination for IT companies followed by China and Malaysia in second and third position, respectively. Emerging technologies present
an entire new gamut of opportunities for IT firms in India. Social, mobility, analytics and cloud (SMAC) collectively provide a US$ 1
trillion opportunity. Cloud represents the largest opportunity under SMAC, increasing at a CAGR of approximately 30 per cent to
around US$ 650-700 billion by 2020. Social media is the second most lucrative segment for IT firms, offering a US$ 250 billion market
opportunity by 2020.The US$ 12 billion plus rising Indian e-commerce business market is witnessing a rush of hiring and may need
100,000 people over the next six months, as per industry experts. The industry offers a slew of opportunities and scope for innovation
thereby attracting the young mind to push their limits.
Internet & E-Commerce
India’s internet economy is expected to touch Rs 10 trillion (US$ 161.26 billion) by 2018, accounting for 5 per cent of the country’s
gross domestic product (GDP), according to a report by the Boston Consulting Group (BCG) and Internet and Mobile Association
ANNUAL REPORT 2014 15
11
of India (IAMAI). In December 2014, India’s internet user base reached 300 million, the third largest in the world, while the number
of social media users and smartphones grew to 100 million. The private equity (PE) deals increased the number of mergers and
acquisitions (M&A) especially in the e-commerce space in 2014. The IT space, including e-commerce, witnessed 240 deals worth US$
3.8 billion in 2014, India also saw a ten-fold increase in the venture funding that went into internet companies in 2014 as compared to
2013. Internet should be a basic human right, say 87 per cent of internet users in India, compared with 83 per cent globally, according
to a report by Centre for International Governance Innovation (CIGI).
Cloud Services
Public cloud services revenue in India is expected to reach US$ 838 million in 2015, growing by 33 per cent year-on-year (y-o-y), as
per a report by Gartner Inc. In yet another Gartner report, the public cloud market alone in the country was estimated to treble to US$
1.9 billion by 2018 from US$ 638 million in 2014. The increased internet penetration and rise of e-commerce are the main reasons for
continued growth of the data centre co-location and hosting market in India.
E-Book publishing
In India now E-books are getting attention by publishers as well as readers. There is a lot of speculation going on e-book market in
India. By 2016, US publishers will have 50% of their revenue through its eBook sales currently it is at 20%) and eBook sales in India
will be 10-20% of total sales. s predicted by all major publishing houses and the usage trends, e-books are only getting better. Greater
integration and usability with widespread reading devices that can be used on the move, advanced interactivity, audio books, word
meanings and pronunciations, references, quick translations, and easy search are just some of the features of enhanced e-books. The
customers are demanding greater features and rich e-book content. The opportunity for publishers is expanding significantly.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure A” as per section 92 of
the Companies Act 2013.
Key Managerial Personnel
During the year under review, the Company has appointed/resigned following persons as Key Managerial Personal
Name of the person
Designation
Appointed/Resigned
With effect from
Mr.V.Chandrasekaran
Managing Director
Re-appointment
01.11.2014
Mr.V.Venkataramanan
Chief Financial Officer
Appointed
01.11.2014
Mr.G.Swaminathan
Company Secretary & Compliance Officer
Resigned
15.09.2014
Mr.T.S.Srinivasan
Company Secretary & Compliance Officer
Appointed
01.10.2014
Mr.R.Swaminathan*
Independent Director
Appointed
29.05.2015
*appointed as additional director subject to the approval of shareholders at the ensuing Annual General Meeting.
Board Evaluation of Board’s Performance
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees.
Number of the meetings of the Board
The Board had met (6) times during the financial year ended 31st March 2015, on 23rd May 2014, 27th June 2014, 7th August
2014, 30th September 2014, 30th October 2014 and 30th January 2015. The details of the meetings are given under the Report on
Corporate Governance.
Particulars of Loans,Gurantees or Investments By Company (u/s 186)
The complete details of loans, guarantees and Investments as per the provisions of Section 186 of Companies Act 2013 are given in
the notes on accounts of the financial statements.
Vigil Mechanism/Whistle Blower Policy
The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the clause 49 of the Listing
Agreement and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about
actual or suspected frauds, unethical behaviour, safeguards against victimization of employees, etc, and the same has been posted in
the official website of the Company www.pentamedia.in.
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PENTAMEDIA GRAPHICS LIMITED
Nomination and Remuneration Policy
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration policy of the Company comprising the
appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company including criteria
for selection and appointment of Board Members.
The constitution of committee is as follows:
1. Mr.R.Kalyanaraman
2. Mrs.Sumathi Sridharan
3. Mr.S.D.Viswanathan
- Chairman
- Member
- Member
The detail of the policy is given in the Report on Corporate Governance.
Related Party Transactions
All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms’ length basis and
that provisions of Section 188 of the Companies Act 2013 are not attracted . Hence the disclosure in form AOC-2 is not required.
Further, there are no material related party transactions during the year under review with the promoters,directors or key managerial
personnel. All related party transactions were placed before the audit committee and board for approval and an omnibus approval was
obtained on quarterly basis.
The Company has formed a policy on related party transactions through standard operating procedures for the purpose of identification
and monitoring of such transaction, which has hosted in the Company’s official website www.pentamedia.in
Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern
status of the Company.
Directors Responsibility Statement
Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013, in relation to the Annual Financial Statements for
the Financial Year 2014-2015, your Directors confirm that:
a) The Financial Statements of the Company comprising of the Balance Sheet as at 31 March, 2015 and the Statement of Profit &
Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting
standards along with proper explanation relating to material departures;
b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have
been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31
March, 2015, and, of the profit of the Company for the year ended on that date; and
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
d)
that the annual accounts for the year ended 31st March , 2015 have been prepared on a ‘going concern’ basis;
e)
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.
f) 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 effectively.
Declaration from Independent Directors
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the
Companies Act 2013 (Act) stating that the Independent Directors of the Company meet with the criteria of Independence laid down in
Section 149(6) of the Act.
Statutory Auditors
Pursuant to Section 139 of the Act and Rules made thereunder, M/s. Babu Peram & Associates, Chartered Accountants were appointed
as statutory auditors of the Company at the last annual general meeting held on 28th August, 2014 for a period of 5 years commencing
from the closure of the 38th Annual general Meeting till the closure of the 43rd Annual General Meeting, subject to ratification by the
members at every AGM. Accordingly, your directors recommend the ratification of the appointment of M/s. Babu Peram & Associates
as statutory auditors of the Company from the conclusion of the 39th Annual General Meeting till the conclusion of the 40th Annual
General Meeting.
ANNUAL REPORT 2014 15
13
Internal Auditors
The Company has appointed M/s.Anand & Madhan,Chartered Accountants (Firm Reg. No.009671S),Chennai as Internal Auditors of
the Company for the financial year 2014-15.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed
Mr.R.Sridharan of M/s.R.Sridharan & Associates, Company Secretaries in Practice (CP No.3239),Chennai to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed to this report.
Explanation and Comments
The reports of Statutory auditors and that of the Secretarial Auditors are self explanatory and have no adverse comments
Material Change
There is no material change or commitments after the closure of the financial year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment 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 received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.
No. of complaints received – Nil
No. of complaints disposed off – Not Applicable
COMPOSITION OF AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists
of the following members:
1. Mr. R. Kalyanaraman
- Chairman
2. Mr. S D Viswanathan
- Member
3. Mrs. Sumathi Sridharan
- Member
The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of
the Companies Act, 2013.
The following is the composition of the Corporate Social Responsibility Committee.
a) Mr. R. Kalyanaraman
- Chairman
b) Mr.S.D.Viswanathan
- Member
c) Mrs. Sumathi Sridharan
- Member
SCOPE OF CSR POLICY
This policy will apply to all projects/programmes undertaken as part the Company’s Corporate Social Responsibility and will be
developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards
and sustainable and innovative practices.
The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act
2013 and the rules framed there under.
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PENTAMEDIA GRAPHICS LIMITED
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in
line with the CSR Policy.
The CSR Policy of the Company is uploaded in the website of the Company www.pentamedia.in.
The spending on CSR activities is not applicable to our Company.
VIGIL MECHANISM
The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors
and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on
the Company’s website.
CORPORATE GOVERNANCE REPORT
A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of
the listing agreement is attached and forms part of the Directors’ Report. The Company has taken adequate steps to adhere to all
the stipulations laid down in Clause 49 of the Listing Agreement. A Certificate from the Practicing Company Secretary confirming the
compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this
report
Human Resources
The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas
of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization
development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the
long run.
Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo
Your Company is into the business of Digital Media & Software for projects, products,consultancy & training. Since this business does
not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable.
However the information, as applicable, are given hereunder:
a) Conservation of Energy
During the year, due to power scarcity the consumption of power & fuel were ₨ 7.69 lacs as against ₨ 7.71 lacs of pervious year.
The Company is taking all the measurements for optimal use of energy to avoid wastages and conserve energy as far as possible
b) Technology Absorption
Your Company using latest technology into its Media & Software with audio and video compression to make available the Edutainment,
Entertainment & Infotainment in single platform to a common man.
c) Foreign Exchange Earnings and Outgo
During the year, foreign exchange earnings & outgo is NIL
Particulars of Employees
The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014 is annexed to and forms part of this report.
Appreciation
Your Company to express its appreciation for the continued co-operation of the Statutory Authorities both state and central , Banks &
Financial Institutions, Associates, vendors and major shareholder M/s.Kotak Mahindra Bank Ltd.
Your Company is also wish to thank all employees including the outsourced for their contribution and support throughout the year.
Date : 24.07.2015
Place : Chennai
ANNUAL REPORT 2014 15
V. Chandrasekaran
Managing Director
(DIN: 00158019)
R. Kalyanaraman
Director
(DIN: 00041770)
15
STATEMENT OF EMPLOYEES’ REMUNERATION
A. No employee was paid remuneration in excess of Rs.5 Lacs per month or Rs.60 lacs per annum during 2014-15 and hence there
is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014.
B. The details of remuneration during the year 2014-15 as per Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules 2014 are as follows:
(i)
Median remuneration 2013-14 - Rs.1,50,000/-.
(ii) Median remuneration 2014-15 - Rs.2,42,400/-.
(iii) Percentage increase in the median remuneration of employees – 62%
(iv) Number of permanent employees on the rolls of the company – 31 March, 2014 - 10*, 31 March, 2015 - 12*
(v) Explanation on relationship between average increase in remuneration & company performance
(a)
Average increase in remuneration – 7.73%
(b)
Company Performance – Revenue increase – 8.8%
(c)
Explanation on relationship – These increase is the effect of both Company’s and individual performance & other external
factors.
(vi) Comparison of remuneration of Key Managerial Personnel and each Key Managerial Personnel against the performance of the
Company
Company Secretary and CFO appointed in 2014-15 and for part of the year. Hence % increase cannot be calculated
PAT was at Rs.(138.57) for 2013-14 as compared to Rs.(149.65) in 2014-15
(vii) 4.5 Variations in the market capitalization of the company
31.03.2014
Market Capitalization of the Company (in Rs. Crores)
Closing Price at the Bse Ltd. (in Rs.)
Price Earnings Ratio as at the closing date
31.03.2015
29.05
34.45
0.70
0.83
(0.19)
(0.25)
(viii) Percentage increase / decrease in market quotations of the shares of the Company in comparison with the last public offer – Not
Applicable as the last public offer was made more than 3 decades back and the data would be incomparable.
(ix) (a)
*
16
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last
financial year -8%
(b)
Percentage increase in the managerial remuneration - Not applicable as no remuneration was paid to Directors and
Manager was appointed only for part of the year and increase cannot be quantified.
(c)
Comparison of the above and justification thereof - Not Comparable
(d)
Point out if there is any exceptional circumstances for increase in the managerial remuneration - None
(e)
Key parameters for any variable component of remuneration availed by the Directors - Not Applicable as no remuneration
was paid to Director’s
(f)
Ratio of remuneration of the highest paid director of that of the employees who are not directors but receive remuneration
in excess of the highest paid director during the year - Not Applicable as no remuneration was paid to Director’s
The company is having employees other than full-time are part-time, freelancers and outsourced depends on the required skills
for production, pre & post production, marketing, training, product development, projects and consultancy to work on man-hour
basis as and when required.
PENTAMEDIA GRAPHICS LIMITED
Form No.MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2015
Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:
CIN
L74210TN1976PLC007142
Registration Date
05th May,1976
Name of the Company
Pentamedia Graphics Limited
Category/Sub-Category of the Company
Company limited by shares / Indian – non-Government
Company
Address of the Registered office and contact details
'TAURUS' NO.25
First Main Road,
United India Colony, Kodambakkam, Chennai – 600024.
shares@pentamedia.in
Ph:044-2483 3067 : Fax : 044-2472 6042
Whether listed company Yes / No
Yes
Name, Address and Contact details of Registrar and Transfer
Agent, if any
M/s. Cameo Corporation Services Limited Unit: “Pentamedia
Graphics Ltd.”
“Subramaniam Building”
No.1 Club House Road
Anna salai, Chennai-600002
Tel.:044-2846 0390 (5 Lines)
Fax: 044-28460129
Email: investor@cameoindia.com
Website: www.cameoindia.com
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:Name and Description of
main products/ services
Sl.No.
1
NIC Code of the Product/
service
% total turnover of the
company
6201
100
Computer programming, consultancy & related activities
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
S.
N0
NAMEAND
ADDRESSOF
THE COMPANY
NA
ANNUAL REPORT 2014 15
CIN/GLN
HOLDING/
SUBSIDIARY
/ASSOCIATE
NA
NA
%of shares
held
NA
Applicable
Section
NA
17
18
PENTAMEDIA GRAPHICS LIMITED
For the Period From
e.
FOREIGN
INDIVIDUALS (NONRESIDENT INDIVIDUALS/
FOREIGN INDIVIDUALS)
BODIES CORPORATE
2.
a.
b.
SUB - TOTAL (A)(1)
ANY OTHER
d.
0
0
60239891
0
60239891
CENTRAL GOVERNMENT/
STATE GOVERNMENT(S)
b.
BODIES CORPORATE
INDIVIDUALS/HINDU UNDIVIDED
FAMILY
a.
FINANCIAL INSTITUTIONS/
BANKS
0
INDIAN
1.
c.
0
SHAREHOLDING OF PROMOTER AND
PROMOTER GROUP
0
0
0
0
0
0
0
Physical
0
0
0
0
60239891
0
60239891
Total
No. of shares held at the
beginning of the year
A.
Demat
: 01-Apr-2014 To: 31-Mar-2015
Paidup Shares as on 31-Mar-2015
Category of Shareholder
: 415026168
Paidup Shares as on 01-Apr-2014
Category
code
: 1 /: 415026168
Face Value
: PENTAMEDIA GRAPHICS LTD
Name of the Company
(i) Category-wise Share Holding
0.00
0.00
14.51
0.00
14.51
0.00
0.00
% of Total
Shares
IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of Total Equity)
0
0
0
0
60239891
0
60239891
Demat
0
0
0
0
0
0
0
Physical
0
0
0
0
60239891
0
60239891
Total
No. of shares held at the
end of the year
0.00
0.00
14.51
0.00
14.51
0.00
0.00
% of Total
Shares
0.00
0.00
0.00
0.00
0.00
0.00
0.00
% Change
during the year
ANNUAL REPORT 2014 15
19
QUALIFIED FOREIGN INVESTOR
ANY OTHER
d.
e.
0
178313
FINANCIAL INSTITUTIONS/
BANKS
CENTRAL GOVERNMENT/
STATE GOVERNMENT(S)
VENTURE CAPITAL FUNDS
INSURANCE COMPANIES
FOREIGN INSTITUTIONAL
INVESTORS
FOREIGN VENTURE
CAPITAL INVESTORS
QUALIFIED FOREIGN INVESTOR
ANY OTHER
b.
c.
d.
e.
f.
g.
h.
i.
SUB - TOTAL (B)(1)
100
MUTUAL FUNDS/UTI
a.
61243629
0
0
0
61064766
INSTITUTIONS
450
PUBLIC SHAREHOLDING
1.
60239891
0
0
0
21413
0
0
21093
0
0
0
220
100
0
0
0
0
61265042
0
0
199406
0
0
100
61064986
550
60239891
0
0
0
No. of shares held at the
beginning of the year
B.
TOTAL SHARE HOLDING OF
PROMOTER AND PROMOTER
GROUP (A) = (A)(1)+(A)(2)
SUB - TOTAL (A)(2)
INSTITUTIONS
Category of Shareholder
c.
Category
code
14.76
0.00
0.00
0.05
0.00
0.00
0.00
14.71
0.00
14.51
0.00
0.00
0.00
61065546
0
0
0
0
0
0
61065096
450
60239891
0
0
0
21413
0
0
21093
0
0
0
220
100
0
0
0
0
61086959
0
0
21093
0
0
0
61065316
550
60239891
0
0
0
No. of shares held at the
end of the year
14.72
0.00
0.00
0.00
0.00
0.00
0.00
14.71
0.00
14.51
0.00
0.00
0.00
(-0.04)
0.00
0.00
(-0.04)
0.00
0.00
(-0.00)
0.00
0.00
0.00
0.00
0.00
0.00
% Change
during the year
20
PENTAMEDIA GRAPHICS LIMITED
4
354016189
414256080
TOTAL PUBLIC SHAREHOLDING
(B) = (B)(1)+(B)(2)
TOTAL (A)+(B)
292772560
18313391
42240
15486
3497057
14568668
4
189936
0
58388965
770088 415026168
770088 354786277
748675 293521235
174165
18139226
SUB - TOTAL (B)(2)
0
42240
TRUSTS
0
172635
1530
0
0
0
0
15486
3324422
29379409
557432 187439470
17078
OVERSEAS CORPORATE BODIES
NON RESIDENT INDIANS
14567138
FOREIGN NATIONALS
HINDU UNDIVIDED FAMILIES
189936
ANY OTHER
d.
0
CLEARING MEMBERS
QUALIFIED FOREIGN INVESTOR
c.
58388965
II INDIVIDUAL SHAREHOLDERS
HOLDING NOMINAL SHARE CAPITAL
IN EXCESS OF RS. 1 LAKH
INDIVIDUALS -
b.
29362331
186882038
BODIES CORPORATE
a.
No. of shares held at the
beginning of the year
I INDIVIDUAL SHAREHOLDERS
HOLDING NOMINAL SHARE CAPITAL
UPTO RS. 1 LAKH
NON-INSTITUTIONS
Category of Shareholder
2.
Category
code
28947598
17836384
42240
1236
2916224
14759069
4
117611
0
62274736
100.00 414259222
85.49 354019331
70.72 292953785
4.41
0.01
0.00
0.84
3.51
0.00
0.05
0.00
14.07
45.16 183895067
7.08
28964676
18009678
42240
1236
3087979
14760608
4
117611
0
62274736
766946 415026168
766946 354786277
745533 293699318
173294
0
0
171755
1539
0
0
0
0
555161 184450228
17078
No. of shares held at the
end of the year
100.00
85.49
70.77
4.34
0.01
0.00
0.74
3.56
0.00
0.03
0.00
15.00
44.44
6.98
0.00
0.00
0.04
(-0.07)
0.00
(-0.00)
(-0.10)
0.05
0.00
(-0.02)
0.00
0.94
(-0.72)
(-0.10)
% Change
during the year
ANNUAL REPORT 2014 15
21
0
TOTAL CUSTODIAN (C)
2
PENTAFOUR SOFTWARE EMPLOYEES
WELFARE
FOUNDATION
2
PENTAFOUR SOFTWARE EMPLOYEES
WELFARE
FOUNDATION
HAVING SAME PAN
VESA HOLDINGS PVT LTD
HAVING SAME PAN
VESA HOLDINGS PVT. LTD.
Shareholder's Name
1
1
Sl No
0
0
0
770088 415026168
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
100.00
0.00
4.44
18421506
12000
0.01
10.06
48000
41758385
0.00
0.00
0.01
0.00
12000
18421506
48000
41758385
0.00
4.44
0.01
10.06
0.00
0.00
0.01
0.00
'% of shares
'% of shares
'% of total
'% of total
pledged /
pledged /
No of shares
shares of
No of shares
shares of
encumbered to
encumbered to
the company
the company
total shares
total shares
Shareholding at the end of the year
766946 415026168
0
0
0
No. of shares held at the
end of the year
100.00 414259222
0.00
0.00
0.00
Shareholding at the beginning of the year
414256080
0
Public
GRAND TOTAL (A)+(B)+(C)
0
No. of shares held at the
beginning of the year
Promoter and Promoter Group
SHARES HELD BY CUSTODIANS
AND AGAINST WHICH DEPOSITORY
RECEIPTS
HAVE BEEN ISSUED
Category of Shareholder
(ii )Shareholding of Promoters – enclosed as annexure B
C.
Category
code
0.00
0.00
0.00
0.00
'% change in
shareholding
during the
year
0.00
0.00
0.00
0.00
% Change
during the year
(ii) Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the
beginning of the year
Sl
No
1
Name of the Share holder
No of shares
Cumulative Shareholding
during the year
'% of total
shares of the
company
No of shares
'% of total
shares of the
company
VESA HOLDINGS PVT. LTD.
At the beginning of the year 01-Apr-2014
41758385
10.06
41758385
10.06
At the end of the Year 31-Mar-2015
41758385
10.06
41758385
10.06
At the beginning of the year 01-Apr-2014
48000
0.01
48000
0.01
At the end of the Year 31-Mar-2015
48000
0.01
48000
0.01
At the beginning of the year 01-Apr-2014
18421506
4.44
18421506
4.44
At the end of the Year 31-Mar-2015
18421506
4.44
18421506
4.44
At the beginning of the year 01-Apr-2014
12000
0.00
12000
0.00
At the end of the Year 31-Mar-2015
12000
0.00
12000
0.00
HAVING SAME PAN
1
2
VESA HOLDINGS PVT LTD
PENTAFOUR SOFTWARE EMPLOYEES
WELFARE FOUNDATION
HAVING SAME PAN
2
PENTAFOUR SOFTWARE EMPLOYEES
WELFARE FOUNDATION
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the
beginning of the year
Sl.
No.
1
2
3
Name of the Share holder
'% of total
shares of
the company
No of shares
'% of total
shares of
the company
KOTAK MAHINDRA BANK LTD
At the beginning of the year 01-Apr-2014
60000000
14.46
60000000
14.46
At the end of the Year 31-Mar-2015
60000000
14.46
60000000
14.46
At the beginning of the year 01-Apr-2014
6677796
1.61
6677796
1.61
At the end of the Year 31-Mar-2015
6677796
1.61
6677796
1.61
4714400
1.14
4714400
1.14
Purchase 25-Jul-2014
72000
0.02
4786400
1.15
At the end of the Year 31-Mar-2015
4786400
1.15
4786400
1.15
MAYAJAAL ENTERTAINMENT LTD.
GAYAGOVIND MONINATH PANDEY
At the beginning of the year 01-Apr-2014
22
No of shares
Cumulative Shareholding
during the year
PENTAMEDIA GRAPHICS LIMITED
Shareholding at the
beginning of the year
Sl.
No.
4
5
Name of the Share holder
No of shares
Cumulative Shareholding
during the year
'% of total
shares of
the company
No of shares
'% of total
shares of
the company
ASHWIN SHANTILAL SHAH
At the beginning of the year 01-Apr-2014
4000000
0.96
4000000
0.96
At the end of the Year 31-Mar-2015
4000000
0.96
4000000
0.96
At the beginning of the year 01-Apr-2014
3913829
0.94
3913829
0.94
At the end of the Year 31-Mar-2015
3913829
0.94
3913829
0.94
3848727
0.93
3848727
0.93
Sale 16-May-2014
(17494)
0.00
3831233
0.92
Sale 23-May-2014
(120000)
0.03
3711233
0.89
3711233
0.89
3711233
0.89
At the beginning of the year 01-Apr-2014
3811000
0.92
3811000
0.92
At the end of the Year 31-Mar-2015
3811000
0.92
3811000
0.92
At the beginning of the year 01-Apr-2014
2489000
0.60
2489000
0.60
At the end of the Year 31-Mar-2015
2489000
0.60
2489000
0.60
At the beginning of the year 01-Apr-2014
3400000
0.82
3400000
0.82
At the end of the Year 31-Mar-2015
3400000
0.82
3400000
0.82
At the beginning of the year 01-Apr-2014
2173500
0.52
2173500
0.52
At the end of the Year 31-Mar-2015
2173500
0.52
2173500
0.52
At the beginning of the year 01-Apr-2014
1674614
0.40
1674614
0.40
At the end of the Year 31-Mar-2015
1674614
0.40
1674614
0.40
KAMLESH GAYAGOBIND PANDEY
JT1 : ADITI
HAVING SAME PAN
5
KAMLESH GAYAGOBIND PANDEY
JT1 : ADITI KAMLESH PANDEY
At the beginning of the year 01-Apr-2014
At the end of the Year 31-Mar-2015
6
SUDHA A SHAH
HAVING SAME PAN
6
7
8
9
SUDHA ASHWIN SHAH
KAMLESH H SHAH
HARSHAD SHANTILAL SHAH
HARISHKUMAR SAVDAS PATEL
JT1 : USHA HARISH PATEL
ANNUAL REPORT 2014 15
23
Shareholding at the
beginning of the year
Sl.
No.
10
Name of the Share holder
No of shares
Cumulative Shareholding
during the year
'% of total
shares of
the company
No of shares
'% of total
shares of
the company
UDAN HOLDINGS PVT. LTD.
At the beginning of the year 01-Apr-2014
1150000
0.28
1150000
0.28
At the end of the Year 31-Mar-2015
1150000
0.28
1150000
0.28
980000
0.24
980000
0.24
Purchase 04-Apr-2014
61502
0.01
1041502
0.25
Purchase 11-Apr-2014
60498
0.01
1102000
0.27
Purchase 18-Apr-2014
50000
0.01
1152000
0.28
Purchase 25-Apr-2014
18000
0.00
1170000
0.28
Purchase 23-May-2014
30000
0.01
1200000
0.29
Purchase 30-May-2014
60000
0.01
1260000
0.30
Purchase 13-Jun-2014
1000
0.00
1261000
0.30
Purchase 30-Sep-2014
100000
0.02
1361000
0.33
Purchase 03-Oct-2014
139000
0.03
1500000
0.36
Purchase 21-Nov-2014
60000
0.01
1560000
0.38
Purchase 12-Dec-2014
60000
0.01
1620000
0.39
Purchase 19-Dec-2014
430000
0.10
2050000
0.49
Purchase 02-Jan-2015
2000
0.00
2052000
0.49
Purchase 09-Jan-2015
69000
0.02
2121000
0.51
Purchase 30-Jan-2015
47000
0.01
2168000
0.52
Purchase 27-Mar-2015
115000
0.03
2283000
0.55
NEW TOP 10 AS ON (31-Mar-2015)
11
PRAFUL MEHTA
JT1 : DEEPAK MEHTA
At the beginning of the year 01-Apr-2014
(v) Shareholding of Directors and Key Managerial Personnel:
Shareholding at the
beginning of the year
Sl
No
Name of the Share holder
No of shares
Cumulative Shareholding
during the year
'% of total
shares of the
company
No of shares
'% of total
shares of the
company
SUMATHI SRIDHARAN
24
At the beginning of the year 31-Mar-2014
10000
0.00
10000
0.00
At the end of the Year 31-Mar-2015
10000
0.00
10000
0.00
PENTAMEDIA GRAPHICS LIMITED
V.
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Rs. in lakhs
Secured
Loans
excluding
deposits
Unsecured
Loans
Deposits
Total
Indebtedness
Indebtedness at the beginning of the financial
year
i)
Principal Amount
ii)
Interest due but not paid
iii) Interest accrued but not due
0.00
0.00
0.00
2.10
0.00
0.00
0.00
0.00
0.00
2.10
0.00
0.00
Total (i+ii+iii)
0.00
2.10
0.00
20.10
Change in Indebtedness during the financial
year
· Addition
· Reduction
0.00
0.00
15.00
0.00
0.00
0.00
15.00
0.00
Net Change
0.00
15.00
0.00
15.00
Indebtedness at the
end of the financial year
i)
Principal Amount
ii)
Interest due but not paid
iii) Interest accrued but not due
0.00
0.00
0.00
17.10
0.00
0.00
0.00
0.00
0.00
17.10
0.00
0.00
Total (i+ii+iii)
0.00
17.10
0.00
17.10
ANNUAL REPORT 2014 15
25
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Rs. in Lakhs
Managing
Director
Total
Amount
24.00
24.00
(b) Value of perquisites/s 17(2)Income-tax Act, 961
Nil
Nil
(c)
Nil
Nil
Sl. No.
1.
Particulars of Remuneration
Gross salary
(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961
Profits in lieu of salary under section17(3)Income- taxAct,1961
2.
Stock Option
Nil
Nil
3.
Sweat Equity
Nil
Nil
4.
Commission
- as % of profit
- others, specify…
Nil
Nil
Others, pleasespecify
Nil
Nil
24.00
24.00
5% of the
Net profit
5% of the
Net profit
5.
Total(A)
Ceiling as per the Act
B. Remuneration to other directors:
Name of Directors
Sl. No.
1.
Independent Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
Total(1)
2.
Total
Amount
Particulars of Remuneration
Other Non-Executive
Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
Total(2)
Total(B)=(1+2)
R. Kalyanaraman
Sumathi
Sridharan
S.D. Viswanathan
R. Swaminathan*
0.32
0.20
0.35
Nil
0.87
0.32
0.20
0.35
Nil
0.87
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
0.32
0.20
0.35
Nil
0.87
*Mr.R.Swaminathan has appointed as Independent Director w.e.f 29.05.2015
26
PENTAMEDIA GRAPHICS LIMITED
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD
Sl.No.
1.
Particulars of Remuneration
Gross salary
(a) Salary as per provisions contained in section 17(1)of
the Income-tax Act,1961
(b) Value of perquisites u/s 17(2)Income-tax Act,1961
Company
Secretary
Chief Finance
Officer
Total
2.50
6.00
8.50
0.00
0.00
0.00
0.00
0.00
0.00
(c) Profits in lieu of salary under section 17(3)Income-tax
Act,1961
2.
Stock Option
Nil
Nil
Nil
3.
Sweat Equity
Nil
Nil
Nil
4.
Commission
- as%of profit
- others,specify…
Nil
Nil
Nil
Others, please specify
Nil
Nil
Nil
2.50
6.00
8.50
5.
Total
Vii. Penalties/Punishment/Compounding of Offences:
Brief Description
Details of Penalty/
Punishment/
Compounding fees
imposed
Authority(RD/
NCLT/Court)
Appeals made,
if any (give dtails)
NIL
NIL
NIL
NIL
NIL
Punishment
NIL
NIL
NIL
NIL
NIL
Compounding
NIL
NIL
NIL
NIL
NIL
Penalty
NIL
NIL
NIL
NIL
NIL
Punishment
NIL
NIL
NIL
NIL
NIL
Compounding
NIL
NIL
NIL
NIL
NIL
Section of the
Companies Act
Penalty
Type
A. COMPANY
B. DIRECTORS
C. OTHER OFFICERS IN DEFAULT
Penalty
NIL
NIL
NIL
NIL
NIL
Punishment
NIL
NIL
NIL
NIL
NIL
Compounding
NIL
NIL
NIL
NIL
NIL
ANNUAL REPORT 2014 15
27
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
PENTAMEDIA GRAPHICS LIMITED
‘TAURUS’ NO.25 first Main Road,
United India Colony,
Kodambakkam,
Chennai – 600024.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by PENTAMEDIA GRAPHICS LIMITED (hereinafter called “the Company”) [Corporate Identification Number:
L74210TN1976PLC007142]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conduct/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained and
also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial
Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March,
2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2015 and on the basis of our review, we hereby report that during the year under review, the
Company has complied with the applicable provisions of:
(i)
The Companies Act, 2013 (the Act) and the rules made there under and the Companies Act, 1956 to the extent applicable;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment and Overseas Direct Investment. There is no External Commercial Borrowings during the year under review;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance of the provisions
of The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 does
not arise.
e) The Company has not issued any debentures during the period under review, and hence the requirement of compliance of
the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does
not arise;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) During the year under review, the Company has not delisted its Securities from Stock Exchange in which it is listed
and hence the compliance of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009 does not arises; and
28
PENTAMEDIA GRAPHICS LIMITED
(h) The Company has not bought back any Securities during the period under review, hence the requirement of complying with
the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 does not arise;
(v) We have reviewed the systems and mechanisms established by the Company for ensuring compliances under the other applicable
Acts, Rules, Regulations and Guidelines prescribed under various laws which are specifically applicable to the Company
We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable
specifically to the Company:
a)
The Cinematograph Act, 1952.;
b)
The Rights to Information Act, 2005.;
c)
Acts relating to protection of IPR.;
d)
The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.;
e)
The Employees’ State Insurance Act, 1948.;
f)
Labour laws and other incidental laws related to employees appointed by the Company including those on contractual
basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution welfare, provident fund, insurance,
compensation etc.;
g)
The Information Technology Act 2008;
h)
Other local laws as applicable to the Company.
[We have also examined compliance with the applicable clauses of the following:
(i)
The Secretarial Standards on General and Board Meetings specified by the Institute of Company Secretaries of India (ICSI) as
prescribed under Section 118 (10) of the Act are applicable with effect from 1st July, 2015. However, the Secretarial Standards 1
and 2 relating to Board Meetings and General Meetings which were issued by the ICSI as recommendatory in nature have been
generally complied with.
(ii) The Listing Agreements entered into by the Company with BSE Limited has been generally complied.
During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. as mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Companies Act, 2013.
Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days
in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
Based on the verification of the records and minutes, the decisions were carried out with the unanimous consent of the Directors /
Committee Members and no Member dissented on the decisions taken at such Board / Committee Meetings. Further, in the minutes
of the General Meeting, the members who voted against resolutions have been properly recorded.
We further report that there are adequate systems and processes in the Company commensurate with the size and nature of
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the financial year under review the Company has no specific events/ action having a major bearing on
the company’s affairs in pursuance of the above referred laws, regulations, guidelines, standards, etc. referred above.
Place : Chennai
Date : 23.07.2015
For R. Sridharan & Associates
Company Secretaries
CS R. Sridharan
FCS No. 4775
CP No. 3239
This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral part of this report.
ANNUAL REPORT 2014 15
29
‘Annexure A’
To
The Members
PENTAMEDIA GRAPHICS LIMITED
‘TAURUS’ NO.25 first Main Road,
United India Colony,
Kodambakkam,
Chennai – 600024.
Our report of even date is to be read along with this letter.
1.
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the
management. Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.
For R. Sridharan & Associates
Company Secretaries
Place : Chennai
Date : 24.07.2015
30
CS R Sridharan
FCS No. 4775
CP No. 3239
PENTAMEDIA GRAPHICS LIMITED
REPORT ON CORPORATE GOVERNANCE
The Directors have great pleasure in presenting the Report on Corporate Governance for the financial year ended 31st March, 2015
as per Clause 49 of the Listing Agreement.
1.
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance refers to rules, practices, systems and processes by which a company is directed and controlled. It essentially
involves balancing the interests of many stakeholders of a company, which include its shareholders, management, suppliers, financiers, regulators, employees and the community. Further, this system spells out the rules and procedures for making decisions on
corporate affairs; it also provides the structure through which the Company objectives are set, as well as the means of attaining and
monitoring those objectives.
Broadly in tune with the above, your Company’s Corporate Governance philosophy rests on the pillars of integrity, accountability,
sustainability, equity, transparency and environmental responsibility. It is committed to the highest standards of Corporate Governance
in all its activities, systems and processes, by adhering to the good corporate practices and it is constantly striving to improve them.
The Board of Directors fully supports and endorses corporate governance practices as enunciated in Clause 49 of the Listing
Agreement as applicable from time to time.
2.
BOARD OF DIRECTORS
a)
Composition
The Board consisted of 4 (Four) members as at 31st March, 2015 with knowledge and experience in different fields. The Board has a
balanced mix of Executive and Non–executive directors and one half of the Board members are Independent Directors.
Executive Chairman
1
Non Executive Directors
1
Non Executive and Independent Directors
2
All independent directors possess the requisite qualifications and are experienced in their own fields. Directors, other than Independent Directors are liable to retire by rotation. None of the directors are members of more than ten committees or chairman of more
than five committees in public limited companies, in which they are directors. Necessary disclosures have been obtained from all the
directors regarding their directorships/committee memberships and have been taken on record by the Board.
Appointment of Directors
Mr. R. Swaminathan (DIN: 02052310) was appointed as an Additional Director and Independent director w.e.f 29.05.2015 and will hold
office till the ensuing annual general meeting. Relevant details relating to Mr. R. Swaminathan are furnished in the notice convening
the Annual General Meeting to be held on 03rd September, 2015, sent along with the annual report.
The names of the Directors and the details of other chairmanship / directorship / committee membership of each Director as on 31st
March, 2015 are given below:
Number of Directorships in other
companies (a)
Name of Director
Category
Number of Committee
Memberships in other companies
(b)
Chairman/
Director
Member
Chairman/
Director
Member
Mr. V. Chandrasekaran
Managing Director
NIL
NIL
NIL
NIL
Mr. S. D. Viswanathan
Non Executive and
Independent
NIL
NIL
NIL
NIL
Mr. R. Kalyanaraman
Non Executive and
Independent
NIL
NIL
NIL
NIL
Non Executive
3
3
NIL
NIL
Mrs. Sumathi Sridharan
ANNUAL REPORT 2014 15
31
Notes:
a.
Other directorships exclude foreign companies, private limited companies and alternate directorships.
b.
Only membership in Audit Committee and Stakeholders’ Relationship Committee have been reckoned for other committee memberships
b) Board Meetings
The Board has formal schedule of matters reserved for its consideration, discussion and decision. The agenda is circulated well in
advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board
to take appropriate decisions. In addition, to the information required under Annexure X to Clause 49 of the Listing Agreement, the
Board is also kept informed of major events/items and approvals have been taken wherever necessary for making investments,
ensuring adequate availability of financial resources and periodically consider the report on compliance of applicable laws and gives
appropriate directions.
The Board also reviews the Board Meeting minutes and financial statements and also takes on record the Committee meeting minutes.
The Board of Directors met Six (6) times during the financial year ended 31st March, 2015 - on 23rd May 2014, 27th June 2014, 07th
August 2014, 30th September 2014, 30th October 2014 and 30th January 2015. The maximum gap between any two meetings was
less than one hundred and twenty days as stipulated under Clause 49(II)(D) of the Listing Agreement.
Details of Board members as on 31st March, 2015 and Attendance at Board & General Meetings
S.No
Date
Board Strength
No. of Directors present
1
23.05.2014
4
4
2
27.06.2014
4
3
3
07.08.2014
4
3
4
30.09.2014
4
4
5
30.10.2014
4
4
6
30.01.2015
4
4
The company places before the Board all those details as required under Annexure X to the listing agreement. The dates for the board
meetings are fixed well in advance after taking into account the convenience of all the directors and sufficient notice is given to them.
Detailed agenda notes are sent to the directors. All the information required for decision making are incorporated in the agenda. Those
items which could not be included in the agenda are tabled at the meeting. The management appraises the Board on the overall
performance of the company at every board meeting. Legal issues, write-offs, provisions, purchase and disposal off capital assets are
all brought to the notice of the Board. The Board reviews the performance, approves capital expenditures, sets the strategy that the
company should follow and ensures financial stability. The Board reviews and takes on record the actions taken by the company on
all its decisions periodically.
Attendance of each Director at Board Meetings and at the previous Annual General Meeting (AGM)
S.No
Name
No.of Board Meetings
held
No.of Board Meetings
attended
Attendance at the last
AGM
1
Mr. V. Chandrasekaran
6
6
Yes
2
Mr. S. D. Viswanathan
6
6
NIL
3
Mr. R. Kalyanaraman
6
6
Yes
4
Mrs. Sumathi Sridharan
6
4
Yes
Board Procedure
The Directors are elected based on their qualifications and experience in varied fields as well as company’s business needs. The
Nomination and Remuneration Committee, recommends the appointment of Directors to the Board. At the time of induction on the
Board of the Company, an invitation to join the Board of the Company is sent and a directors’ handbook comprising a compendium of
the role, powers and duties to be performed by a Director is given to the new Director. Presentation is also made to the new Director
regarding the business and other details of the Company.
32
PENTAMEDIA GRAPHICS LIMITED
Details of Director seeking appointment / re-appointment
Mrs. Sumathi Sridharan, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers
herself for re-appointment.
3.
Board Committees
a.
Audit Committee
Overall purpose/ objective
The role of Audit Committee in brief is to review the financial statements, internal controls, accounting policies and internal audit
reports.
The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in reviewing the financial
information which will be provided to the shareholders and others, reviewing the systems of internal controls which management and
the Board have established, appointing, retaining and reviewing the performance of independent accountants / internal auditors and
overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements.
Composition
Pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has already in place an
Audit Committee with Mr. R. Kalyanaraman, Director (DIN: 00041770) as the Chairman. The Committee consists of 2 independent
Directors and 1 non executive Director. All the members of the Committee have excellent financial & accounting knowledge.
The erstwhile Chairman of the Audit Committee was present at the previous Annual General Meeting of the company held on 28th
August, 2014.
Terms of Reference
The terms of reference of the audit committee covers all matters specified in clause 49 of the listing agreement and also those specified
in section 177 of the Companies Act 2013. The terms of reference broadly include review of internal audit reports, action taken reports
and assessment of the efficacy of the internal control systems/ financial reporting systems as well as reviewing the adequacy of the
financial policies and practices followed by the company. The audit committee reviews the compliance with reference to legal and
statutory requirements, the quarterly and annual financial statements and related party transactions and reports its findings to the
Board. The committee also recommends the appointment of internal auditor, statutory auditor and cost auditorfor the company.
Meetings
The Committee met Six (6) times during the financial year ended 31st March 2015 on 23rd May, 2014, 27th June 2014, 07th August
2014, 30th September 2014, 30th October 2014, and 30th January, 2015 and the time gap between the two meetings did not exceed
one hundred and twenty days.
b.
Name of the Member
Chairman / Member
No. of Meetings Attended
Mr. R. Kalyanaraman
Chairman
6
Mr. S. D. Viswanathan
Member
6
Mrs. Sumathi Sridharan
Member
4
Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Stakeholders Relationship Committee with Mr. R. Kalyanaraman (DIN: 00041770), Director as the Chairman. The Stakeholders Relationship
Committee of the Board looks into the redressal of the investors’ complaints like non receipt of annual reports, dividend payments,
change or deletion of name, issue of duplicate share certificates, dematerialization, rematerialisation, transfer, transmission, transposition, sub-division, consolidation and other allied transactions. The Board has also delegated to certain executives of the Company,
powers to accomplish aforesaid objectives. The Committee also looks into all the communications received from the shareholders and
complaints received from the stock exchanges.
Composition & Meetings
a) The Committee met 1 (One) time, during the financial year ended 31st March, 2015 on 31st January, 2015.
b)
The Stakeholders Relationship Committee consists of 2 independent Directors and 1 Non-Executive Director.
ANNUAL REPORT 2014 15
33
c)
The composition of Stakeholders Relationship Committee and particulars of meeting(s) attended by the members of the Committee
are given below:
Name & Category
Chairman/ Member
No. of Meetings attended
during the year 2014-15
Mr. R. Kalyanaraman
Chairman
1
Mr. S D Viswanathan
Member
1
Mrs. Sumathi Sridharan
Member
1

Mr. T S Srinivasan, Company Secretary is the Compliance Officer of the Company.
Details of number of complaints received during the year are given below and Status of Investor Complaints as on March 31, 2015
and reported under Clause 41 of the Listing agreement are as under:
Complaints’ as on April 1, 2014
Nil
Received during the year
5
Resolved during the year
5
Pending as on March 31, 2015
Nil
C. Nomination and Remuneration Committee
Nomination and Remuneration Committee was constituted on 23rd May, 2014 pursuant to Section 178 of the Companies Act, 2013
and Clause 49 (III) (IV) of the Listing Agreement for identifying the persons who are qualified to become directors and who may be
appointed in senior management cadre, in accordance with the criteria laid down, recommend to the Board their appointments and
removal and shall carry out evaluation of every director’s performance
The Nomination and Remuneration Committee has framed the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board policy relating to the remuneration for the directors, key managerial personnel and
other employees.
-
To formulate the criteria for appointment of directors / senior management including determining their qualifications, positive attributes and other key elements to ensure independence of directors.
-
To recommend to the Board, their appointments including re-appointment and removal
-
To devise a policy on Board diversity
-
To Identify persons, who are qualified to become directors/for appointment in senior management cadre
-
To formulate criteria for evaluation of independent directors and Board and to carry out evaluation of every director’s performance.
-
To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
-
To recommend the remuneration package of the executive directors at the time of initial appointment
-
To determine the increments in the remuneration of executive directors
-
To devise annual incentive package of the executive directors
-
To decide the minimum remuneration of executive directors in the event of inadequacy of profits
-
To recommend to the Board, the remuneration including commission payable to non-executive directors subject to the limits laid
down under the Act
-
To exercise all powers and authority, which are necessary for implementation, administration and superintendence of the
Employees Stock Option Schemes , if applicable
-
To frame suitable policies and systems to ensure that there is no violation of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices relating to the Securities Market) Regulations, 1995, by any employee.
-
To deal any other items under the terms of reference, as may be required by the Committee to exercise pursuant to any law or
changes thereof.
34
PENTAMEDIA GRAPHICS LIMITED
Composition & Meetings
a)
The Committee met 1 (One) time, during the financial year ended 31st March, 2015 on 31st January, 2015.
b)
The composition of Nomination and Remuneration Committee and particulars of meetings attended by the members of the
Committee are given below:
Name & Category
Chairman/Member
No. of Meetings attended
during the year 2014-15
Mr. R. Kalyanaraman
Chairman
1
Mr. S D Viswanathan
Member
1
Mrs. Sumathi Sridharan
Member
1
Criteria for Performance Evaluation
Section 178 read with Section VII (3 a & b) & Section VIII of Schedule IV of the Companies Act,2013 lays down specific requirements
on performance evaluation of Board/ Chairperson/Independent Directors. As per Clause 49 of listing agreement, the Nomination and
Remuneration Committee has to lay down the criteria for the above. The Committee had discussed in detail about the criteria to be
adopted and process/format to be followed for evaluation of performance of Board/Committees and Directors. Based on the same, the
evaluation process was completed for the year.
The criteria for performance evaluation are available in the Company’s website: www.pentamedia.in
Performance Evaluation
Pursuant to the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. A structured questionnaire was prepared after taking
into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors, including Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution, independence of judgment and safe guarding the interest of
the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
Remuneration Policy
The Board through the Nomination and Remuneration Committee adopted Remuneration policy pursuant to Section 178 of the
Companies Act, 2013.This Remuneration Policy provides the framework for remuneration of members of the Board of Directors, Key
Managerial Personnel and other employees of the Company.
The Non-Executive Directors (NEDs) are entitled for remuneration by way of commission besides sitting fees. The distribution of commission amongst the NEDs is placed before the Board for its consideration and approval. The actual commission payable to Directors
is restricted to a fixed sum. This sum is reviewed periodically taking into consideration various factors such as performance of the
company, time spent by the Directors for attending to the affairs and business of the company and extent of responsibilities cast on
Directors under general law and other relevant factors.
The Non-Executive Directors are also entitled for sitting fees as per the Articles of Association of the Company for every Board /
Committee meeting attended by them.
Remuneration Policy and Remuneration to Directors
Remuneration to Executive directors has been decided based on job profile, special skill requirements, number of years of experience
and contribution made by the respective directors and consistent with the existing industry practice. As regard payment of sitting fees
to Non –Executive Directors, the same is within the limits prescribed in the provisions of Sections 197 of the Companies Act,2013. The
detail of remuneration paid to Executive Directors during the financial year 2014-15 is noted below:(a) Executive Directors:Name
Mr.V.Chandrasekaran
ANNUAL REPORT 2014 15
Salary/
Allowance(000s)
2400
Contribution to
Funds
-
Value of
perquisites
-
Commission
-
35
(b) Non Executive Directors:
The Non - Executive Directors are not paid any remuneration except sitting fees for attending the meetings of the Board of Directors
and / or committees thereof. The Company does not have material pecuniary relationship or transactions with its non executive
directors. The details of sitting fees paid, stock options granted and shares held by the non- executive directors are as under:
Sitting Fees (` ‘000s)
Stock Options
granted
Shareholding in the
Company
Mr. S D Viswanathan
42
NIL
NIL
Mr. R. Kalyanaraman
42
NIL
NIL
Mrs. Sumathi Sridharan
21
NIL
10,000
Name
The remuneration policy applicable to the members of the Board and Key Managerial personnel/ Other employees is available in the
Company’s website.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company had met during the year on 30th January, 2015 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had assessed the
quality, quantity and timeliness of flow of information between the company management and the Board.
The Company had also during the year, conducted familiarization programme for Independent Directors of the Company. This was
done through regular presentation to the Directors and also discussions with management team. Any fresh induction into the Board of
Directors is followed up with detailed briefing on the background of the Company, where the Company is present and other business
details. The details of the Familiarisation programme is disclosed in the following web link www.pentamedia.in.
Details of shareholding of Directors as on 31st March 2015
As on 31st March 2015, the company had one non -executive director and two non-executive Independent directors. Among the
directors, non-executive director Mrs. Sumathi Sridharan (DIN: 00162055) holds 10000 equity shares in the company.
4.
General body Meetings
The location, date and time of General Meetings held during the last 3 years are given below:
Annual General Meeting (AGM):
For the year ended
31st March
Venue
Day and Date
Time
2014
Rani Seethai Hall, No.603,Anna Salai,
Chennai - 600 006
Thursday
28.08.2014
10.00 A.M
2013
Rani Seethai Hall, No.603,Anna Salai,
Chennai - 600 006
Wednesday
21.08.2013
10.00 A.M
2012
Rani Seethai Hall, No.603,Anna Salai,
Chennai - 600 006
Wednesday
05.09.2012
10.00 A.M
All the above resolutions were passed with requisite majority.
Details of Special Resolutions passed during the last 3 Annual General Meetings:
Date of AGM
Whether any Special Resolution was passed
Particulars
28.08.2014
No
No Special Resolution had been passed
21.08.2013
No
No Special Resolution had been passed
05.09.2012
No
No Special Resolution had been passed
Passing of Resolutions by Postal Ballot:
No resolution requiring a Postal Ballot under Section 110 of the Companies Act, 2013 was placed before the last Annual General
meeting.
Similarly, no resolution requiring Postal Ballot is being proposed at the ensuing annual General Meeting.
36
PENTAMEDIA GRAPHICS LIMITED
5.
Code of Conduct
The Company has formulated a Code of Conduct (“The Code”) for Members of the Board and Senior Management of the Company
and the compliance of the same is affirmed by the Board and Senior Management personnel annually. The Code has also been posted
on Company’s corporate website www.pentamedia.in. A declaration to this effect is signed by Mr. V. Chandrasekaran, Managing
Director and the same forms a part of this report.
6.
CEO and CFO Certification
In terms of clause 49 of the Listing agreement, the Chief Financial Officer have given the annual certification on financial reporting
and internal controls to the Board. The Chief Financial Officer has also also given quarterly certification on financial results, while
placing the financial results before the Board, in terms of clause 41 of the Listing Agreement. Accordingly, the Chief Financial Officer
has certified to the Board, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting
purpose, for the year ended March 31, 2015.
The requisite certification from Managing Director and CFO for the financial year 2014-15 under Clause 49(V) has been placed before
the Board of Directors of the Company.
7.
Prevention of Insider Trading
The Company has framed a code of conduct for prevention of insider trading based on SEBI (Insider Trading) Regulations, 1992. This
code is applicable to all Directors / officers / designated employees. The code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All the
Directors and Senior Management Personnel have confirmed compliance with the code.
8.
Vigil Mechanism / Whistle Blower Policy
The Company has adopted the whistle blower mechanism, a mandatory requirement of the Listing Agreement and the Companies Act,
2013 with the objective to provide employees, customers and vendors, an avenue to raise concerns, in line with the Company’s commitment to the highest possible standards of ethical, moral and legal conduct of business, its commitment to open communication and
to provide necessary safeguards for protection of employees from reprisals or victimization of whistle blowing in good faith. The Audit
Committee reviews periodically the functioning of whistle blower mechanism. The policy also lays down the process to be followed for
dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairman of the Audit Committee. The detail
of establishment of such mechanism is disclosed by the Company on its website and in the Board’s Report.
It is hereby affirmed that no person has been denied access to the Audit Committee.
Mr. R. Kalyanaraman, has been appointed as the Ombudsperson, who will deal with the complaints received.
9. Disclosures
Related Party Transactions
All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing
Agreement during the financial year were in the ordinary course of business and on an arm’s length pricing basis. There were no
materially significant related party transactions with Directors/ promoters/ management, which had potential conflict with the interests
of the Company at large.
Periodical disclosures from Senior Management relating to all material, financial and commercial transactions, where they had or were
deemed to have had personal interests, that might have a potential conflict with the interest of the Company at large, are placed before
the Board. The Company has also evolved a policy on dealing with the Related Party Transactions and necessary approval of the audit
committee and Board of directors were taken, wherever required in accordance with the Policy. The details of such policies for dealing
with Related Parties and the Related Party Transactions are disseminated in the website of the Company.
Transactions with the related parties are disclosed in Note No.9 to the financial statements in the Annual Report.
Statutory Compliances and Strictures
The Company has complied with the requirements of the Stock Exchanges / SEBI and statutory authorities on all matters related to
capital markets during the last three years. No strictures or penalties have been imposed on the Company either by Stock Exchanges
or by SEBI or any statutory authority.
10. Compliance with Corporate Governance Norms
The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement. The Company has submitted the compliance reports in the prescribed format to the stock exchanges for every
ANNUAL REPORT 2014 15
37
quarter during the year ended 31st March, 2015. The certificate of compliance with the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement forms part of the Annual Report.
The other non-mandatory requirements of Clause 49 to certain extent have been adopted by the Company.
11. Means of Communication
The quarterly unaudited financial results and major announcements like notice of Board Meetings, Book Closure etc. are normally
published in daily newspapers viz., Newstoday (English) and Maalaisudar (Tamil). The annual audited financial results are published
in Newstoday (English) and Maalaisudar (Tamil). Further, the Code of Conduct of the Company applicable to the Board and senior
management is also posted on the website of the Company
The company’s website address is: www.pentamedia.in. The website contains basic information about the company and such other
details as required under the listing agreement. The company ensures periodical updation of its website. The company has designated
the email-id shares@pentamedia.in to enable the shareholders to register their grievances.
12. Management Discussion and Analysis Report
Management Discussion and Analysis Report forms part of the Annual Report.
13. General Shareholder Information
A separate section has been annexed to the Annual Report, furnishing various details viz., AGM venue, distribution of shareholding
pattern, means of communication etc., for the general information of the shareholders.
On behalf of the Board
V. Chandrasekaran
Managing Director
(DIN: 00158019)
R. Kalyanaraman
Director
(DIN: 00041770)
Date: 24.07.2015
Place: Chennai
38
PENTAMEDIA GRAPHICS LIMITED
SHAREHOLDER’S INFORMATION
Registered Office
:
“TAURUS”, No. 25, 1st Main Road
United India Colony, Kodambakkam
Chennai - 600 024
Corporate Identification Number (CIN)
:
L74210TN1976PLC007142
:
:
:
Thursday
03rd September 2015 at 10:00 AM
Rani Seethai Hall - No. 603, Anna Salai, Chennai – 600 006
Financial Year
Book Closure Period
:
:
01.04.2014 - 31.03.2015
Friday, 28th August 2015 to Thursday, 3rd September 2015
(both days inclusive).
Listing on stock exchanges and stock code
:
BSE Limited
Phiroz Jheejhee Bhai Towers, Dalal Street, Fort,
Mumbai – 400 001.
Luxembourg Stock Exchange
:
Societe te Bourse De Luxumbourg
Societe p Binyrene/Rc B8222 8P 165 1- 2011
Luxumbourg.
Stock Code
ISIN No.
:
:
500329 (BSE)
INE202A01022
Annual General Meeting
Day
Date & Time
Venue
Stock Market Data
The monthly high and low quotations and volume of shares traded on BSE for the period from April’2014 to March’2015 were as
follows:
Month
April’14
May ‘14
June’ 14
July ‘14
August’ 14
September’ 14
October ‘14
November’ 14
December’ 14
January’15
February’15
March’ 15
High
1.12
1.13
1.39
1.19
0.99
1.91
1.31
1.43
1.58
1.32
1.12
1.09
Low
0.69
0.78
0.96
0.86
0.77
0.82
1.14
0.99
0.90
0.97
0.84
0.72
Volume of shares traded (in Lacs)
17.89
27.30
49.14
25.37
21.77
100.05
20.17
25.55
43.17
18.66
20.61
33.65
Registrar and Share Transfer Agents:
In due compliance with SEBI norms, the Company has entrusted the share transfer work both physical as well as electronic transfers
to the transfer agents mentioned below:
M/s Cameo Corporate Services Ltd
5th Floor, Subramanian Building,
No.1, Club House Road,
Chennai - 600 002
Share Transfer and Investors Service System
A committee constituted for this purpose approves transfers in the physical form on fortnightly basis. The Board has also authorized its
directors and executives to approve the transfer/transmission. As per the directions of SEBI, the company immediately on transfer of
shares sends letters to the investors, in the prescribed format, informing them about the simultaneous transfer and dematerialization
option available for the shares transferred in their names. The committee also looks into all the communications received from the
shareholders and complaints received from the stock exchanges. There are no Pending Complaints as on 31.03.2015.
ANNUAL REPORT 2014 15
39
SHARE HOLDING PATTERN / DISTRIBUTION OF SHAREHOLDING
Shareholding pattern as on 31.03.2015
Category
No of shares
Promoters
Indian Public
Financial Institutions & Banks
% of shareholding
60239891
14.51
261485572
63.00
61065316
14.71
21093
0.00
Foreign Financial Institutions
NRIs
3087979
0.744
Corporate Bodies
28964676
6.98
Clearing Member
117611
0.03
Foreign Nationals
4
0.00
Mutual Funds & Trust
42790
0.02
1236
0.00
415026168
100.00
Overseas Corporate Bodies
GRAND TOTAL
Distribution of shareholding as on 31.03.2015
Number of holders
% on total
No of shares
% on total
1
Category
500
125569
68.77
19563666
4.72
501
1000
23590
12.92
19396660
4.68
1001
2000
15064
8.25
23131481
5.58
2001
3000
5774
3.16
14658795
3.53
3001
4000
2732
1.50
9781132
2.36
4001
5000
2556
1.40
12143804
2.93
5001
10000
3909
2.14
28858028
6.95
3416
1.87
287492602
69.27
182610
100.00
415026168
100.00
10001 and above
Total
Unclaimed Shares
Pursuant to Clause 5A of the Listing Agreement (as amended in December 2010), details in respect of the physical shares, which were
issued by the Company from time to time and lying in the suspense account is as under:
Particulars
No of holders
No of Shares
Aggregate number of shareholders and the outstanding shares
in the suspense account as at April 1, 2014
426
84036
Fresh undelivered cases during the financial year 2014-15
Nil
Nil
Number of shareholders who approached the Company for
transfer of shares from suspense account till March 31, 2015
Nil
Nil
Number of shareholders to whom shares were transferred from
the Suspense account till March 31, 2015
Nil
Nil
Aggregate number of shareholders and the outstanding shares in
the suspense account lying as on March 31, 2015
426
84036
The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner
of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name
of ‘Unclaimed Suspense Account’ in due course.
40
PENTAMEDIA GRAPHICS LIMITED
DEMATERIALISATION
The Shares of the company are compulsorily traded in dematerialization form. The code number allotted by the National Securities
Depository Limited (NSDL) and Central Depository Services limited (CDSL) to Pentamedia Graphics Limited is - INE202A01022.
Number of shares held in Dematerialised and physical mode as on 31st March, 2015 are noted below:
Particulars
No of Shares
% of total capital issued
Shares held in Dematerialised form with NSDL
330592538
79.66
Shares held in Dematerialised form with CDSL
83666684
20.16
766946
0.18
415026168
100.00
Shares held in Physical form
Total
Outstanding GDRs/Warrants or any convertible warrants
There are no outstanding convertible GDRs/Convertible warrants.
NOMINATION FACILITY
Section 72 of the Companies Act, 2013 provides the facility of nomination to shareholders. This facility is mainly useful for individuals
holding shares in sole name. In the case of joint holding of shares by individuals, nomination will be effective only in the event of death
of all joint holders.
Investors, especially those who are holding shares in single name, are advised to avail of the nomination facility by submitting the
prescribed Form SH-13 for initial registration of nomination and Form SH-14 for cancellation and variation of nomination as per
Companies Act, 2013 to the Company’s R&TA.
Address for Correspondence
Registered Office:
“TAURUS”
No. 25, First Main Road
United India Colony
Kodamabakkam,
Chennai-600 024
E-Mail: investor@pentamedia.in
Website : www.pentamedia.in
/pentamediagraphics
For all matters relating to Shares
M/s. Cameo Corporate Services Limited
Fifth Floor, “Subramaniam Building”
No.1, Club House Road
Chennai - 600 002
Tel: (054) – 28460390 (5 lines)
Fax: (054) - 28460129
Email: investor@cameoindia.com Website : www.cameoindia.com
Date: 24.07.2015
Place: Chennai
ANNUAL REPORT 2014 15
V.Chandrasekaran
(DIN: 00158019)
Managing Director
41
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
UNDER CLAUSE 49 OF THE LISTING AGREEMENT
Corporate Identification No. : L74210TN1976PLC007142
Authorised Capital: Rs. 4,50,00,00,000/To
The Members
M/s PENTAMEDIA GRAPHICS LIMITED
TAURUS’ NO.25 FIRST MAIN ROAD,
UNITED INDIA COLONY, KODAMBAKKAM,
CHENNAI – 600024.
We have examined all relevant records of M/s. Pentamedia Graphics Limited, having its Registered Office at Taurus’ No.25 first main
road, United India colony, kodambakkam, Chennai 600024 for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement with BSE Limited for the financial year ended March 31, 2015. We have obtained
all the information and explanations, which to the best of our knowledge and belief, were necessary for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. This Certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with all the mandatory conditions of Clause 49 of the listing Agreement.
For R. Sridharan & Associates
Company Secretaries
Place : Chennai
Date : 24.07.2015
CS R Sridharan
FCS No. 4775
CP No. 3239
DECLARATION OF CODE OF CONDUCT
To
The Board of Directors
Messrs. Pentamedia graphics limited
Taurus’ no.25 first main road,
United India colony, Kodambakkam,
Chennai – 600024
This is to confirm that the Board has laid down a code of conduct for all Board members and senior management of the Company. The
code of conduct has also been posted on the website of the Company.
It is further confirmed that all the Directors and senior management personnel of the Company have affirmed compliance with the
code of conduct of the Company for the year ended 31st March 2015, as envisaged in Clause 49 of the Listing Agreement with the
Stock Exchanges.
V. Chandrasekaran
Managing Director
DIN: 00158019
V. Venkatramanan
Chief Financial Officer
Place : Chennai
Date : 24.07.2015
42
PENTAMEDIA GRAPHICS LIMITED
DIRECTOR & CEO’s DECLARATION IN TERMS OF
CLAUSE 49(V) OF THE LISTING AGREEMENT
I hereby certify that we have
a.
Reviewed financial statements and the cash flow statement for the year and to the best of their knowledge and belief;
These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
b.
There are to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.
c.
Accept responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the internal control systems of the company and they have disclosed to the auditors and the Audit Committee, deficiencies in the design
or operation of internal controls, if any of which they are aware and the steps they have taken or propose to take to rectify these
deficiencies.
d.
We have indicated to the Auditors and the Audit Committee
Significant changes in internal control during the year;
Significant changes in accounting policies during the year and that the same have been disclosed in the notices to the financial statements; and
Instances of significant fraud of which they have become aware and the involvement therein, if any of the management or and
employee having a significant role in the company’s internal control system.
V. Chandrasekaran
Managing Director
DIN: 00158019
Place : Chennai
Date : 24.07.2015
ANNUAL REPORT 2014 15
43
INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS
TO THE MEMBERS OF PENTAMEDIA GRAPHICS LIMITED
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pentamedia Graphics Limited (the Company), which comprise the Balance
Sheet as at March 31, 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under
Section 133 of Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a)
In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;
(b)
In the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and
(c)
In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
OTHER MATTERS
The financial statements and other financial information include the company’s write off of Rs. 52,52,30,000 towards advances and
deposits and Rs.95,31,34,000 towards Capital Work In Progress and related disclosure in respect of the amount mentioned.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by Section 143(3) of the Act, we report that:
a.
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b.
In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.
44
PENTAMEDIA GRAPHICS LIMITED
c.
The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement
with the books of account.
d.
In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting
Standards.
e.
On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2)
of the Act.
f.
With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rule,2014, in our opinion and to the best of our information and according to the explanation given to us:
The Company has disclosed the impact of loss in Profit and Loss Account as referred to Note to the financial statements.
For Babuperam Associates,
Chartered Accountants
CA. BABUPERAM
Place : Chennai
Date : 29.05.2015
Membership.No.: 200803
Firm Registration No.012721S
ANNEXURE TO AUDITORS’ REPORT OF EVEN DATE
(Referred to in paragraph 8 under ‘Report on other legal and Regulatory Requirements’ section of our report of even date)
1.
(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified during the year by the management in accordance with a regular programme of
verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to
the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us, as substantial part of the fixed assets is not
been disposed off by the company during the year
2.
(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.
(b) In Our Opinion and according to the information and explanation given to us, the procedures of physical verification of
inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature
of its business.
(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of
its inventories and no material discrepancies were noticed on physical verification.
(d) The company has valued inventory at the lower of cost or net realisable value. The determination of realisable value of this
inventory is based on the method adopted by the management. We have not conducted audit procedures for the same. Part
of the stock were written off for which there is no value.
3.
We have been informed by the company management that they have not granted/taken any loans, secured or unsecured to/from
companies, firms and other parties covered in the register maintained under sec 189 of Companies Act 2013 and accordingly the
provisions of clause(iii) of paragraph 3 of the order are not applicable to the company.
4.
In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets
ANNUAL REPORT 2014 15
45
and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal
control system.
5.
In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the
public during the year, Therefore, the provisions of the Clause (V) of paragraph 3 of the order are not applicable to the company.
6.
As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central
government under Section 148 of the companies Act 2013.
7.
According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, Sales Tax, Customs duty,
Excise Duty, Service Tax and Cess Which have not been deposited on account of any dispute except the following cases.
Pentasoft Technologies Limited has obtained a direction/stay order dated 18.12.2009 (W.P.No.25120/2009) from the High Court of
Madras to dispose off all the issues and appeals pertaining to the Assessment Year 1998-99 to 2006-07 where Pentasoft Technologies
Limited has claimed refunds. Also vide WP No.5174 / 2015 the company was able to life the attachment on its properties during
February 2015.
The particulars of dues of Income Tax For Pentamedia Graphics Limited and Pentasoft Technologies which have not been deposited
on account of a dispute for the following years as follows.
(i)
Pentamedia
Assessment Year
Amount in Crores
2008-2009
1.96
2009-2010
0.85
2010-2011
5.72
2012-2013
1.20
Assessment Year
Amount in Crores
2001-2002
6.30
(ii) Pentasoft
Pentamedia Graphics Limited has obtained a direction/order dated 15.07.2010 (W.P.No.2357/10) from the High Court of Madaras to
dispose off all the issues and appeals pertaining to the Assessment Year: 1997-98 to 2007-2008 within 8 weeks where the company
has claimed refunds.
For the AY 2005-06 a case against Pentamedia Graphics Limited was reopened by Income tax Department on 21/10/2014 u/s 144
r.w.s 147 of Income tax Act demanding an amount of Rs.25,38,54,740.The above said case was under dispute stay has been obtaining
company and the appeal was pending in supreme court.
Consequent to the modified composite scheme of Amalgamation arrangement and compromise between Pentamedia Graphics Ltd,
Media Dreams Ltd, Kris.Srikkanth Sports Entertainment Ltd, Intelevision and Mayajaal Entertainment Ltd and their respective creditors
and shareholders.
The company filed its Revised return as per the Madras High Court Order dated 17th December 2007 wherein Rs.690 Cr of impaired
assets has been written off and the matter is still pending with the department. This being not taken up immediately the company vide
COMP. APPLN. No.330 to 333/2009 sort direction from Madras High Court and the same was given while order dated 11th January
2010.
SERVICE TAX CLAIMS
A case against M/s.Pentasoft Technologies Ltd. (stay order No.823/12 dt 10.12.12) is pending in CST, Chennai. Demand amount of
which is Rs.11,38,904 out of which Rs.8,00,000 was deposited by the company on 11th January 2013. And the said case is still in
process.
46
PENTAMEDIA GRAPHICS LIMITED
8.
The company have an accumulated losses at the end of the financial year and the company has not incurred cash losses during
the financial year covered by our audit.
9.
In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of
dues to financial institutions, banks and debenture holders.
10. According to the information and explanations furnished to us, the company has not given guarantees, for loans taken by others
from banks or financial institutions
11. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance sheet
of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term
purpose.
12. During the course of our examination of the books and records of the company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across
any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of any such
case by the Management.
For Babuperam Associates,
Chartered Accountants
Place : Chennai
Date : 29.05.2015
ANNUAL REPORT 2014 15
CA. BABUPERAM
Membership No.200803
Firm Registration No.012721S
47
PENTAMEDIA GRAPHICS LIMITED
BALANCE SHEET AS AT 31st MARCH 2015
` in ‘000
Particulars
I. EQUITY AND LIABILITIES :
1) Shareholders’ funds
Share Capital
Reserves and Surplus
2) Non-Current Liabilities
Long-term borrowings
Deferred tax liabilities (Net)
Other Long term liabilities
Long-term provisions
3) Current Liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Total Equity & Liabilities
II. ASSETS
1) Non-Current Assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
2) Current assets
Current investments
Inventories
Trade receivables
Cash and cash equivalents
Short-term loans and advances
Other current assets
Total Assets
Note No.
As at
31 March, 2015
As at
31 March, 2014
1
2
415,026
1,208,688
415,026
2,705,231
3
4
5
6
1,710
10,493
3,586
2,100
710
16,697
2,531
900
7
8
9
10
Nil
2,192
8,168
1,380
1,653,343
Nil
4,103
7,916
1,628
3,154,742
11
108,364
391,023
78,700
87,551
123,839
734,493
792,381
Nil
12
539,596
849,891
13
14
15
16
17
18
Nil
157,626
12,969
136
271,288
6,090
1,653,343
Nil
161,138
7,014
630
478,159
7,197
3,154,742
Accounting policies and Notes forming part of the
financial statements.
For and on behalf of the Board
As per our separate report of even date
for Babu Peram & Associates,
Chartered Accountants,
V. CHANDRASEKARAN
Managing Director
(DIN: 00158019)
R. KALYANARAMAN
Director
(DIN: 00041770)
T.S. SRINIVASAN
Company Secretary
V. VENKATARAMANAN
Chief Financial Officer
CA. BABUPERAM
Membership.No.: 200803
Firm Registration No.012721S
Place : Chennai
Date : 29.05.2015
48
PENTAMEDIA GRAPHICS LIMITED
PENTAMEDIA GRAPHICS LIMITED
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2015
` in ‘000
Particulars
Note No.
Year ended
31 March, 2015
Year ended
31 March, 2014
(i)
Revenue from operations
19
39,798
(ii)
Other income
20
14,593
600
54,391
50,048
(iii) Total Revenue (I & II)
49,448
(iv) EXPENSES
Training and Development expenses
21
44
5,783
Purchases of Stock-in-Trade
22
Nil
382
3,512
727
6,204
Changes in inventories of finished goods work-in-progress
and Stock-in-Trade
Employee benefits expense
23
6,474
Finance costs
24
5
3
Depreciation and amortization expense
25
31,176
20,935
Other expenses
26
12,963
8,850
54,174
42,884
217
7,164
Total expenses
(v)
Profit before exceptional and extraordinary items and tax
(III-IV)
(vi) Exceptional items
27
(vii) Profit before extraordinary items and tax (V - VI)
(viii) Extraordinary Items
(ix) Profit before tax (VII- VIII)
(x)
1,478,364
1,393,804
(1,478,147)
(1,386,640)
Nil
Nil
(1,478,147)
(1,386,640)
Tax expense:
(1) Current tax
(2) Deferred tax Asset
6,205
897
(24,590)
Nil
(1,496,532)
(1,386,743)
(xii) Tax expense of discontinuing operations
Nil
Nil
(xiii) Profit/(loss) from Discontinuing operations (after tax)
(XII-XIII)
Nil
Nil
(1,496,532)
(1,385,740)
(1) Basic
(3.34)
(3.74)
(2) Diluted
(3.34)
(3.34)
(3) Prior Period Tax payments
(xi) Profit (Loss) for the period from continuing operations
(VII-VIII)
(xiv) Profit (Loss) for the period (XI + XIV)
(xv) Earnings per equity share:
Accounting policies and Notes forming part of the
financial statements.
For and on behalf of the Board
As per our separate report of even date
for Babu Peram & Associates,
Chartered Accountants,
V. CHANDRASEKARAN
Managing Director
(DIN: 00158019)
R. KALYANARAMAN
Director
(DIN: 00041770)
T.S. SRINIVASAN
Company Secretary
V. VENKATARAMANAN
Chief Financial Officer
CA. BABUPERAM
Membership.No.: 200803
Firm Registration No.012721S
Place : Chennai
Date : 29.05.2015
ANNUAL REPORT 2014 15
49
PENTAMEDIA GRAPHICS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015
` in ‘000
2014 - 2015
A.
Cash Flow From Operating Activities
Net Profit Before Tax
Add : Depreciation
Bank Charges
(1478147)
31176
5
Less : Rental Advance
Interest Income
Gain on Sale of Land
Decrease in WIP
C.
D.
E.
F.
31181
(1446966)
1500
11726
1367
495789
(2187)
Increase in Current Liabilities & Non-Current Liabilities
Cash Flow From Investing Activities
Rental Advance
Sale of Fixed Asset
Bank Charges
Less: Purchase of FA
Net Cash Flow Operating Activities “B”
Cash Flow From Financing Activities
Prior period tax payments
Interest Paid
Net Cash Flow From Financing Activities “c”
Net Increase/Decrease in cash and cash equivalents
(A+b+c)/F-E
Reconciliation
Cash & Cash Equivalents at the beginning of the year
Cash & Cash Equivalents at the end of the year
(1386640)
20376
3
NIL
493602
2212
1181454
(185407)
600
184900
992058
(94)
992058
(24590)
(5)
600
(1366861)
1179242
(967957)
1500
978832
11726
20379
(1366261)
600
14593
(1461559)
Add : Decrease in Current Assets & Non-Current Assets(Net)
Decrease in Current Liabilities & Non-Current Liabilities
B.
2013-2014
(24595)
(24595)
NIL
(3)
185406
185406
(494)
(3)
(3)
(4)
630
136
494
634
630
4
*Cashflow for current year has been prepared based on restructed financials. Previous year figures have been regrouped and recasted
wherever necessary to confirm to current year’s classification.
This is the cash flow statement referred to in our report of even date.
For and on behalf of the Board
V.CHANDRASEKARAN
Managing Director
(DIN: 00158019)
Place : Chennai
Date : 29.05.2015
R. KALYANARAMAN
Director
(DIN: 00041770)
V. VENKATARAMANAN
Chief Financial Officer
T.S. SRINIVASAN
Company Secretary
AUDITOR’S CERTIFICATE
The above cash flow statement has been complied from and is based on the audited accounts of M/s. Pentamedia Graphics Limited
for the year ended 31st March 2015 reported upon by us on 29.05.2015. According to the information and explanations given together
with notes thereon, the aforesaid cash flow statement has been prepared pursuant to clause 32 of the Listing agreement with Stock
Exchange and the reallocations required for the purpose are as made by the company.
As per our separate report of even date.
for Babu Peram & Associates, Chartered Accountants,
CA. BABUPERAM
Membership.No.: 200803
Firm Registration No.012721S
Place : Chennai
Date : 29.05.2015
50
PENTAMEDIA GRAPHICS LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR 2014 - 2015
A. CORPORATE INFORMATION
Pentamedia Graphics Limited (PMGL) is a Public Limited Company incorporated in the state of Tamilnadu and listed on the BSE
Limited (BSE). The company has been mainly in the following business during the year:
a. Pre&Post production of digital contents for animation&Visual effects for Film, TV & Internet.
b. Consultancy on multimedia & Software
c. Training and maintenance of media & Software products.
SIGNIFICANT ACCOUNTING POLICIES:
B. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The Financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in
India (Indian GAAP) including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013.
A) REVENUE RECOGNITION
Revenue/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred.
(i)
Revenue from Multimedia business (for sale of digital content on fixed price basis) is recognized based on milestones reached.
(ii) Revenue in respect of Training and Education services is recognized on rendering of services, only when it is reasonably certain
that the ultimate collection will be made. The revenue from fixed time contracts is recognized over the period of contracts. For
services rendered through franchisees only the company’s share of revenue is recognized.
(iii) Revenue for services charges is recognized after completion of each stage of service.
(iv) Revenue from Software development (on time and material basis) is recognized based on software developed and billed to the
clients.
B) USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions
to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Differences between actual and estimates are recognized in the period in which
the results are known/materialized.
C) FIXED ASSETS
(i)
Fixed assets are stated at cost including taxes, duties, freight etc related to purchase and installation less accumulated depreciation.
(ii) A part of fixed asset in Furniture and fixtures and Computer were written off due to expiry of useful life of an asset as per Schedule
II of Companies Act 2013.
ANNUAL REPORT 2014 15
51
(iii) During the year a Land situated at Gujarat costing Rs.13,00,000 was sold and the gain recognized in profit and Loss account.
(iv) Intangible assets, that are not yet ready for their intended use, are carried at costs, comprising direct cost, other incidental/
attributable expenses and reflected under capital work in progress/Intangible assets under development respectively.
(v) Capital work in progress represents capital advances and expenditure incurred during the earlier years pertaining to software
development pending capitalization.
D) INTANGIBLE ASSETS
Intangible assets are recognized only is it is probable that the future economic benefits that are attributable to the asset will flow to
the enterprise and the cost of the asset can be measured reliably. The intangible assets are recorded at cost and are carried at cost.
E) DEPRECIATION
Depreciation on fixed assets is provided on the straight-line method in accordance with the rates specified under Schedule II to the
Companies Act, 2013. As part of computers original cost or WDV of Rs.2.29 Cr and Furnitures and fixtures original cost /WDV Rs.1
Lacs have exhausted the useful life as per the new schedule, hence there value is written off as depreciation.
F) INVENTORIES
Inventories consist of Digital Content and Software development which are valued at cost.
G) RETIREMENT BENEFITS TO EMPLOYEES
The Liability for future payment of gratuity has been provided in the accounts. The liability is not funded separately.
H) TAXES ON INCOME
Income Tax Provision for taxation is not made for the year ended 2014-15 as there is no tax liability for the period.
Deferred Tax
Deferred tax resulting from timing differences between book and tax profits is accounted for under the liability method, at the current
rate of tax, to the extent that the timing differences are expected to crystallize.
I)
CASH AND CASH EQUIVALENTS
The company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturities of
three months or less from the date of purchase, to be cash equivalents.
J)
IMPAIRMENT OF ASSETS
The carring value of assets at each balance sheet date are reviewed for impairment. If any indication of impairment exists, the
recoverable amount of such assets is estimated and impairment is recognized, if the carrying amount exceeds the recoverable amount.
During the current year some of the assets are impaired and partly written off and the balance amount is recoverable.
K) PRELIMINARY EXPENSES
Preliminary expenses are amortized over a period of five years commencing from the year at commercial operations and closed during
the reporting period.
52
PENTAMEDIA GRAPHICS LIMITED
L) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Provisions are recognized only when the company has present or legal or constructive obligations as a result of past events, for which
it is probable that an outflow of economic benefit will be required to settle the transaction and a reliable estimate can be made for the
amount of the obligation. Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by future events not
wholly within the control of the company or (ii) Present obligations arising from past events where it is not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made. Contingent
assets are not recognized in the financial statements and it includes the details of claims against the company.
(i) DAL, Ireland
The company’s appeal on Dallah Albaraka(DAL) claim against the guarantor Pentasoft Technologies Ltd which is being claimed on
Pentamedia Graphics Ltd. is being contested in the High Court of Madras.
Notes forming part of the financial statements for 2014 - 2015
NOTE NO. 1 SHARE CAPITAL
As at 31 March, 2015
Particulars
Number of
shares
As at 31 March, 2014
Number of
shares
` '000
` in '000
Authorised
Preference shares of Rs.10 each
5,000,000
50,000
5,000,000
50,000
4,450,000,000
4,450.00
4,450,000,000
4,450.00
415,026,168
415,026
415,026,168
415,026
Equity Shares of `Re. 1 each
415,026,168
415,026
415,026,168
415,026
Total
415,026,168
415,026
415,026,168
415,026
Equity Shares of `Re. 1 each
Issued
Preference shares of Rs.10 each
Equity Shares of `Re. 1 each
Subscribed & Paid up
Preference shares of Rs.10 each
2. Reconciliation of number of equity shares and share capital
Number of
Equity Shares
Amount
in 000
Number of
Equity Shares
Amount
in 000
At the beginning of the year
Add : Issued during the year
415,026,168
Nil
415,026
Nil
415,026,168
Nil
415,026
Nil
Outstanding at the end of the year
415,026,168
415,026
415,026,168
415,026
Disclosures :
All the equity shares carry equal rights and obligations rigths including for dividend and with respect to voting rights.
3. Details of Shareholders holding more than 5% of the aggregate shares in the company
Name of the shareholders
Number
EquityShares
% Ratio
Number of
EquityShares
% of Ratio
Kotak Mahindra Bank
60,000,000
14.46
60,000,000
14.46
Vesa Holdlings Pvt Ltd
41,806,385
10.07
41,806,385
10.07
No equity shares were allotted as fully paidup by way of bonus shares during the preceeding five years.
ANNUAL REPORT 2014 15
53
NOTE NO. 2 RESERVES AND SURPLUS
` in ‘000
Particulars
As at 31 March, 2015
As at 31 March, 2014
a. Capital Reserves
Opening Balance
369,593
369,593
369,593
369,593
3,534,377
3,534,377
Add : Securities premium credited on Share issue
Nil
Nil
Less: Premium Utilised for various reasons
Nil
Nil
3,534,377
3,534,377
61,579
61,579
61,579
61,579
Opening balance
(1,260,329)
125,425
(+) Net Profit/(Net Loss) For the current year
(1,496,532)
(1,385,743)
Closing Balance
(2,756,850)
(1,260,318)
1,208,688
2,705,231
(+) Current Year Transfer
(-) Written Back in Current Year
Closing Balance
b. Capital Redemption Reserve
c. Securities Premium Account
Opening Balance
Premium on Redemption of Debentures
For Issuing Bonus Shares
Closing Balance
g. Other Reserves (Specifiy the nature and purpose of each reserve)
Opening Balance
(+) Current Year Transfer
(-) Written Back in Current Year
Closing Balance
h. Surplus
TOTAL
NOTE NO. 3 LONG-TERM BORROWINGS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
(d) Deposits
Franchisee
(g) Other loans and advances (Rental Advance)
TOTAL
54
210
210
1,500
500
1,710
710
PENTAMEDIA GRAPHICS LIMITED
NOTE NO. 4 DEFERRED TAX LIABILITIES (Net)
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
Depreciation as per Companies Act
30,617
20,376
Depreciation as per Income Tax Act
10,538
17,473
Difference
20,079
2,903
Deferred Tax Asset @ 30.90%
6,205
897
Amount taken into P & L account for the year ended
6,205
897
Net Deferred Tax Liability shown in the Balance Sheet for the last year
16,698
17,594
Less: Deferred Tax Asset for the current year to be accounted - P & L
6,205
897
10,493
16,697
Net Deferred Tax Liability to be shown in the Balance Sheet
NOTE NO. 5 OTHER LONG TERM LIABILITIES
Particulars
(a) Trade Payables
(b) Others
TOTAL
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
3,058
966
528
1,565
3,586
2,531
NOTE NO. 6 LONG TERM PROVISIONS
Particulars
(a) Provision for employee benefits Gratuity (unfunded)
TOTAL
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
2,100
900
2,100
900
NOTE NO. 7 SHORT TERM BORROWINGS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
Secured
(d) Other loans and advances (specify nature)
TOTAL
Nil
Nil
Nil
Nil
NOTE NO. 8 TRADE PAYABLES
` in ‘000
Particulars
Sundry Creditors
TOTAL
ANNUAL REPORT 2014 15
As at 31 March, 2015
As at 31 March, 2014
2,192
4,103
2,192
4,103
55
NOTE NO. 9 OTHER CURRENT LIABILITIES
` in ‘000
Particulars
As at 31 March, 2015
As at 31 March, 2014
(i) Service Tax payable (output)
252
Nil
(j) Other payables (Income Tax)
7,916
7,916
8,168
7,916
TOTAL
NOTE NO. 10 SHORT TERM PROVISIONS
` in ‘000
Particulars
As at 31 March, 2015
As at 31 March, 2014
1,185
1,205
2
2
193
421
1,380
1,628
(a) Provision for employee benefits
Salary & Reimbursements
Contribution to PF
(b) Others (Specify nature)
TDS
Total
Depreciation Statement as per companies Act 2013
` in ‘000
NOTE NO. 11 FIXED ASSETS
Particulars
GROSS BLOCK- AT COST
As at
01.04.2014
Additions
27,325
NIL
131,867
Plant and Machinery
DEPRECIATION
As at
31.03.2015
As at
01.04.2014
1,300
26,025
NIL
NIL
NIL
131,867
13,577
NIL
NIL
Furniture and Fittings
117,201
NIL
100
Computer & Software
23,025
NIL
22,931
312,995
NIL
24,331
Capital work in
progress
792,381
NIL
626,130
166,251
NIL
NIL
Product Rights
718,027
NIL
327,004
391,023
NIL
Sub-Total (b)
1,510,408
NIL
953,134
557,274
NIL
Grand Total
1,823,403
NIL
977,465
845,938 2,386,804
Previous Year
4,244,784
94
Tangible Assets
Land
Building
Sub-Total (a)
Deductions
NET BLOCK
As at
31.03.2015
As at
01.04.2014
As at
31.03.2015
NIL
NIL
27,325
26,025
59,530
2,083
61,613
72,337
70,254
13,577
11,009
992
12,001
2,568
1,576
117,101
95,592
11,125
106,717
21,609
10,459
94 2,220,673
16,417 2,237,090
16,467
50
288,664 2,386,804
30,617 2,417,421
140,306
108,364
NIL
792,381
166,251
NIL
NIL
718,027
391,023
NIL
NIL 1,510,408
557,274
30,617 2,417,421 1,650,714
665,638
For the Year
Intangible Assets
56
184,900 4,059,979 2,388,889
20,376 2,409,265 1,650,713 1,855,895
PENTAMEDIA GRAPHICS LIMITED
NOTE NO. 12 LONG TERM LOANS AND ADVANCES
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
a. Capital Advances
Nil
Nil
485
1,107
Deposit - Electricity
3,688
3,609
Deposit - Telephone
1,475
1,477
b. Security Deposits
Secured, considered good
Unsecured, considered good
Earnest Money Deposit
Excise Duty PLA a/c
5
5
(1,205)
(1,205)
940
940
5,388
5,933
Mayajaal Entertainment Ltd
45,114
25,461
Pentafour Software Emp Welfare Foundation
(1,415)
(2,330)
43,699
23,131
Pentamedia
314,219
314,219
Pentasoft
176,290
506,609
490,509
820,827
539,596
849,891
CST appeals
Service Tax - Prepaid
c. Loans and advances
d. Other loans and advances
(Income tax)
TOTAL
NOTE NO. 13 CURRENT INVESTMENTS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
(a) Investment in Equity instruments
Nil
Nil
(b) Investments in preference shares
Nil
Nil
(c) Investments in Government or Trust securities
Nil
Nil
(d) Investments in Debentures or Bonds
Nil
Nil
(e) Investments in Mutual Funds
Nil
Nil
(f) Investments in partnership firms*
Nil
Nil
(g) Other non-current investments (specify nature)
Nil
Nil
Total (A)
Nil
Nil
Less : Provision for dimunition in the value of Investments
Nil
Nil
Nil
Nil
TOTAL
ANNUAL REPORT 2014 15
57
NOTE NO. 14 INVENTORIES
` in ‘000
Inventories
As at 31 March, 2015
a. Raw Materials and components
b. Work-in-progress
As at 31 March, 2014
Nil
Nil
72,596
75,556
72,596
75,556
c. Finished goods
Nil
Nil
d. Stock-in-trade
Nil
Nil
e. Stores and spares
Nil
Nil
f. Loose Tools
Nil
Nil
85,030
85,582
g. Others (Distrbution rights)
SUB TOTAL
85,030
85,582
TOTAL
157,626
161,138
NOTE NO. 15 TRADE RECEIVABLES
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
Trade receivables outstanding for a period less than six months from the date
they are due for payment
Secured, considered good
337
1,859
337
1,859
12,632
5,155
12,632
5,155
12,969
7,014
Less: Provision for doubtful debts
Trade receivables outstanding for a period exceeding six months from the date
they are due for payment
Secured, considered good
Less: Provision for doubtful debts
TOTAL
NOTE NO. 16 CASH AND CASH EQUIVALENTS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
a. Balances with banks*
Nil
Nil
b. Cheques, drafts on hand
Nil
Nil
4
7
132
623
136
630
c. Cash on hand*
d. Others (balance in current accounts)
TOTAL
58
PENTAMEDIA GRAPHICS LIMITED
NOTE NO. 17 SHORT TERM LOANS AND ADVACES
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
b. Others (specify nature)v
Secured, considered good
FRANCHISEE
TOTAL
271,288
478,159
271,288
478,159
NOTE NO. 18 OTHER CURRENT ASSETS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
Miscellaneous Expenses
Nil
559
Prepaid Insurance
10
7
5,771
6,208
95
21
214
402
6,090
7,197
Tax Deducted Source
VAT - CENVAT
Service Tax - CENVAT
TOTAL
NOTE NO. 19 REVENUE FROM OPERATION
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
Sale of services - Media Training
1,716
284
Sale of Services - Software Integration
8,182
3,850
29,900
45,314
39,798
49,448
Other operating revenues - Media
TOTAL
NOTE NO. 20 OTHER INCOME
` in ‘000
Particulars
Interest Income (in case of a company other than a finance company)
As at 31 March, 2015
As at 31 March, 2014
11,726
Nil
Rental Income
1,500
600
Net gain/loss on sale of investments
1,367
Nil
14,593
600
TOTAL
ANNUAL REPORT 2014 15
59
NOTE NO. 21 & 22 COST OF MATERIALS CONSUMED
Particulars
Multimedia development and educational training expense
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
44
5,783
44
5783
161,138
241,965
Nil
382
161,138
242,347
Nil
80,100
157,626
161,138
Total - Cost of material consumed
3,512
1,109
TOTAL
3,556
6,892
TOTAL
Opening stock
Add: Purchases
Less: Obsolete stock written off
Less: Closing stock
NOTE NO. 23 EMPLOYEES’ BENEFIT EXPENSES
Particulars
Salaries and wages
Staff welfare expenses
Gratuity
TOTAL
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
5,161
5,522
113
132
1,200
550
6,474
6,204
NOTE NO. 24 FINANCE COSTS
` in ‘000
Particulars
Bank Charges
TOTAL
As at 31 March, 2015
As at 31 March, 2014
5
3
5
3
NOTE NO. 25 DEPRECIATION AND AMORTISATION EXPENSES
Particulars
Depreciation
Preliminary expenses
TOTAL
60
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
30,617
20,376
559
559
31,176
20,935
PENTAMEDIA GRAPHICS LIMITED
NOTE NO. 26 ADMINISTRATIVE AND OTHER EXPENSES
Particulars
` in ‘000
As at 31 March, 2015
Rates and taxes
1,260
As at 31 March, 2014
1,542
Power and fuel
769
771
Printing and stationery
145
294
4,229
1,396
247
326
25
17
Telephone and Postage
Travelling and conveyance
Insurance
Office Maintenance
214
191
Repairs and maintenance - Buildings
999
163
Repairs and maintenance - Machinery
104
188
Repairs and maintenance - Others
376
182
Administration and other exp
283
294
Nil
98
Advertisement
227
97
Director Sitting Fees
100
75
3,151
2,651
424
380
Training Expenses
Legal and professional
Miscellaneous expenses
Payments to auditors:
350
150
Taxation matters
Statutory audit
50
25
Other services
10
10
12,963
8,850
TOTAL
NOTE NO. 27 EXCEPTIONAL ITEMS REPRESENTS
Particulars
` in ‘000
As at 31 March, 2015
As at 31 March, 2014
1. Investments
Investment in Subsidiaries written off
Esoftcom (Mauritius) Ltd.
Nil
720,045
Num TV Limited, Mauritius
Nil
207,225
2. Capital Item written off
Capital work in Progress
626,130
82,500
Products rights
327,004
102,400
525,230
194,810
Nil
5,725
Distribution rights
Nil
35,075
Project in Progress
Nil
45,025
1,478,364
1,393,804
3. Written off of Loan & advances
Loans and advances
4. Revenue Items written off
Sundry Debtors
5. Inventories written off
TOTAL
B. NOTES ON ACCOUNTS
1.
CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGE AS LIABILITY :
Pentasoft Technologies Limited has obtained a direction/stay order dated 18.12.2009 (W.P.No.25120/2009) from the High Court of
Madras to dispose off all the issues and appeals pertaining to the Assessment Year 1998-99 to 2006-07 where Pentasoft Technologies
Limited has claimed refunds. Also vide WP No.5174 / 2015 the company was able to lift the attachment on its properties during
February 2015 by IT Department.
ANNUAL REPORT 2014 15
61
The particulars of dues of Income Tax For Pentamedia Graphics Limited and Pentasoft Technologies which have not been deposited
on account of a dispute for the following years as follows.
(i)
Pentamedia
Assessment Year
Amount in Crores
2008-2009
1.96
2009-2010
0.85
2010-2011
5.72
2012-2013
1.20
Assessment Year
Amount in Crores
2001-2002
6.30
(ii) Pentasoft
Pentamedia Graphics Limited has obtained a direction/order dated 15.07.2010 (W.P.No.2357/10) from the High Court of Madaras to
dispose off all the issues and appeals pertaining to the Assessment Year: 1997-98 to 2007-2008 within 8 weeks where the company
has claimed refunds.
For the AY 2005-06 a case against Pentamedia Graphics Limited was reopened by Income tax Department on 21/10/2014 u/s 144
r.w.s 147 of Income tax Act demanding an amount of Rs.25,38,54,740.The above said case was under dispute stay has been obtaining
company and the appeal was pending in supreme court.
Consequent to the modified composite scheme of Amalgamation arrangement and compromise between Pentamedia Graphics Ltd,
Media Dreams Ltd, Kris.Srikkanth Sports Entertainment Ltd, Intelevision and Mayajaal Entertainment Ltd and their respective creditors
and shareholders.
The company filed its Revised return as per the Madras High Court Order dated 17th December 2007 wherein Rs.690Cr of imparied
assets has been written off and the matter is still pending with the department.This being not takenup immediately the company vide
COMP.APPLN.No.330 to 333/2009 sought direction from Madras High Court and the same was given while order dated 11th January
2010.
SERVICE TAX CLAIMS
A case against M/s.Pentasoft Technologies Ltd (stay order No.823/12 dt 10.12.12) is pending in CST, Chennai. Demand amount of
which is Rs.11,38,904 out of which Rs.8,00,000 was deposited by the company on 11th January 2013. And the said case is still in
process.
2.
EXCEPTIONAL ITEMS REPRESENTS:
(I) PRODUCTS RIGHTS
Pentasoft Technologies Limited was in the development and export of software like Hospital Management Software, Banking and
Financial Software, Insurance Software ERP solutions etc.
Consequent to the merger of Pentasoft Technologies Limited with Pentamedia Graphics Limited on 01.10.2008 high end software
products along with its rights came into Pentamedia Graphics Limited.
The above softwares being used only on main frame machines and these machines being not in use at present, they are no longer
marketable hence these products amounting to Rs.32.70 crores are written off as per the advice of the management.
(II) CAPITAL WORK IN PROGRESS
Animation contents for Film, TV & Internet comprising of characters, properties & backgrounds are no longer relevant due to the
present technology changes on picture quality and resolution such as 4K, Digital 3D etc. and a portion of Rs.62.61 Crores has been
written off as per the advice of the management
(III) LOANS AND ADVANCES
The following items pertaining to Pentasoft Technologies which has come in due to merger with Pentamedia Graphics w.e.f 1.10.2008
62
PENTAMEDIA GRAPHICS LIMITED
A. Pentasoft Franchisee
Pentasoft Technologies Limited appointed over 150 franchisees during the year 2000 – 2001. Upon merger of Pentasoft Technologies
Limited, the amounts receivable from franchisees were taken as advances in Pentamedia Graphics Limited.
Due to economic slowdown and increase in competitors most of the franchisees discontinued the business and hence the advances
amounting to Rs.6.50 crores became irrecoverable. In spite of sincere efforts taken by the management to recover the same, they
could not recover it and hence written off.
B. Other Advances
The new provisions pertaining to governance, compliance etc has also necessitated in writing off Rs. 14.27 crores of various advances
which were given during establishing offices/ branches all over India by Pentasoft Technologies. Since all the branches/ offices have
been closed long back and the advances being not recoverable till now the management has decided to write them off in line with
the new provisions.
C. Advance pertaining to IT
Advances amounting to Rs. 31.75 crores which standing on the above mentioned account for more than 7 years have been written off
in line with new provisions after some of the appeals pertaining certain key issues have been disposed off by the department
5.
The company has recognized deferred tax liability (Net) Rs.1.05 crores as per the requirements of Accounting standard 22
6.
EPS
Number if equity shares of Re.1/- each (basic)
Number if equity shares of Re.1/- each (diluted)
Net Profit/Loss after tax available for
Equity Shareholders
Rs.
Basic EPS-Weighted Average Rs.
Diluted EPS-Weighted Average
7.
41,50,26,168
41,50,26,168
(1,496,532,000)
(3.61)
(3.61)
SEGMENTAL REPORTING PRIMARY BUSINESS SEGMENTAL RESULTS.
As the assets (Computers and Software’s) are being used interchangeably by different segments, segmentwise capital employed is
not ascertainable.
` in ‘000
Particulars
Sales & Services
Media Products & Services
Software Products & Services
39,798
Total
39,798
Profit Before Interest & Tax
Media / Software Products & Services
44
Total
44
Depreciation and amortization
31,176
Bank Charges
5
Profit before Tax & Extraordinary item
(1,478,147)
` in ‘000
8. PAYMENTS TO AUDITORS:
Particulars
a. Statutory Audit
b. Tax Audit
c. Certification and other services
Total
ANNUAL REPORT 2014 15
2014 – 2015
300
50
60
410
2013 – 2014
150
25
10
185
63
9. DISCLOSURES IN RESPECT OF RELATED PARTIES PURSUANT TO ACCOUNTING STANDARD 18:
List of Related Parties:
Related parties/Promoters :
Pentafour Software Employees Welfare Foundation
Mayajaal Entertainment Ltd.
Key Management personnel:
Mr.V.Chandrasekaran,
Managing Director
Related Party Transactions Outstanding
` in ‘000
As at 31
March, 2015
As at 31
March, 2014
(Debtors)
51,122 Dr
28,474 Dr
(Creditors)
Nil
17.80 Cr.
Particulars
a. Mayajaal Entertainment Ltd.
(Rental Income)
b. Pentafour Software Employees Welfare Foundation
Nil
3.07 Dr
14.15 Cr.
23.30 Cr.
` in ‘000
Subsidiaries
Fellow
Subsidiaries
Key Management
Personnel
Total
Purchase of Goods
Nil
Nil
Nil
Nil
Sale of Goods
Nil
Nil
Nil
Nil
Purchase of Fixed Assets
Nil
Nil
Nil
Nil
Sale of Fixed Assets
Nil
Nil
Nil
Nil
Rendering of Services
Nil
Nil
Nil
Nil
Receiving of Services
Nil
Nil
Nil
Nil
Particulars
Collection Arrangements
Nil
Nil
Nil
Nil
Leasing Or Hire Purchase Agreements
Nil
Nil
Nil
Nil
Transfer of Research & Development
Nil
Nil
Nil
Nil
Licence Agreements
Nil
Nil
Nil
Nil
Finance ( Including Loans & Equity contributions in cash or in kind )
Nil
Nil
Nil
Nil
Guarantees & Collaterals
Nil
Nil
Nil
Nil
Rent Received
Nil
Nil
Nil
Nil
Payment of Salary
Nil
Nil
2,400
2,400
` in ‘000
10. MANAGERIAL REMUNERATION
Particulars
Salary
2014-2015
2013-2014
2,400
2,400
Contribution to Provident Fund & Other funds
Nil
Nil
Commission
Nil
Nil
2,400
2,400
Total
Computation of net profit under section 197/198 of the companies Act, 2013 and Director’s Commission
64
PENTAMEDIA GRAPHICS LIMITED
2014-2015
Net Profit (Loss) for the year as per Profit & Loss account
Add : Depreciation as per Profit & Loss account
Less:
Director's Remuneration
2,489
20,376
23,479
2,400
1,490
Director's Sitting Fees
Depreciation as per companies Act 2013
2013-2014
(13,86,640)
100
75
30617
20376
NIL
NIL
Net Profit
Managerial Remuneration paid to the director is in accordance with Part II Schedule V
11. COMPUTER SOFTWARE FOR MULTIMEDIA
The company is mainly engaged in Multimedia business of consultancy, training, sale of digital content, service for pre-post production,
special/visual effects and distribution is not capable of being expressed in any generic units.
` in ‘000
12. EXPENDITURE IN FOREIGH CURRENCY
2015
2014
Import on CIF basis
Raw Materials
Nil
Nil
Spare parts, Components & Consumables
Nil
Nil
Travel (including maintenance allowances)
Nil
220
Others (includes listing fees, seminar expenses & Expenditure incurred overseas for Multimedia Development)
Nil
5783
` in ‘000
13. EARNING IN FOREIGN CURRENCY
2015
Multimedia Development Services & Products (Exports)
2014
Nil
Nil
14. DUES TO SMALL SCALE INDUSTRIAL UNDERTAKINGS
As of 31 st March 2014 the company has no outstanding exceeding Rs.100 thousands to Small scale industrial undertakings as
defined under the Industrial Development Regulation Act, 1951.
15. PREVIOUS YEAR COMPARATIVES
Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classifications/
disclosures.
16. All figures are rounded off to nearest in thousands
As per our separate report of even date
For and on behalf of the Board
for Babu Peram & Associates,
Chartered Accountants
V. CHANDRASEKARAN
Managing Director
(DIN: 00158019)
R. KALYANARAMAN
Director
(DIN: 00041770)
CA. BABUPERAM
Membership.No.: 200803
Firm Registration No.012721S
V. VENKATARAMANAN
Chief Financial Officer
T.S.SRINIVASAN
Company Secretary
Place : Chennai
Date : 29.05.2015
ANNUAL REPORT 2014 15
65
PENTAMEDIA GRAPHICS LIMITED
CIN: L74210TN1976PLC007142
Regd Office: “Taurus” No. 25, 1st Main Road, United India Colony, Kodambakkam, Chennai – 600 024.
Ph No: 044-24833067 Fax No:044-24726042, E-Mail ID: shares@pentamedia.in website: www.pentamedia.in
ATTENDANCE SLIP
To be handed over at the entrance of the Meeting Hall
Folio No./Client ID & DP ID
Name of the person attending the Meeting
:
Number of Shares held
:
I/We hereby record my/our presence at the 39th Annual General Meeting of Pentamedia Graphics Limited to be held on
Thursday, the 03rd September 2015 at 10:00 AM at Rani Seethai Hall - No. 603, Anna Salai, Chennai – 600 006.
Signature of Shareholder/Proxy
PENTAMEDIA GRAPHICS LIMITED
CIN: L74210TN1976PLC007142
Regd Office: “Taurus” No. 25, 1st Main Road, United India Colony, Kodambakkam, Chennai – 600 024.
Ph No: 044-24833067 Fax No:044-24726042, E-Mail ID: shares@pentamedia.in website: www.pentamedia.in
PROXY FORM
Name of Member(s) ………………………..................…………………….....................………………………..................………...
Folio No/ Client ID No. ………………………..................……………………..........................……………………...........................
I/ We, being the member(s) holding………………………...........................................Equity Shares of Pentamedia Graphics Ltd,
hereby appoint
1. Name: ..………..................……………………................................................. Signature: ……………………….......................
Or failing him
2. Name: ..………..................……………………................................................. Signature: ……………………….......................
Or failing him
3. Name: ..………..................……………………................................................. Signature: ……………………….......................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the thirty ninth Annual General Meeting of the
company to be held on Thursday, 03rd September 2015 at 10:00 AM at Rani Seethai Hall, No:603, Anna Salai, Chennai – 600
006 and at any adjournment thereof in respect of resolutions as are indicated below:
Resolutions:
1. Adoption of Audited Financial Statements of the company for the Financial Year ended 31st March 2015
2. Re-appointment of Mrs. Sumathi Sridharan as retiring by rotation
3. Ratification of Appointment of M/s.Babu Peram & Associates as Statutory Auditors of the Company for the period five
years
4. Re-appointment of Mr. V. Chandrasekaran as Managing Director
5. Appointment of Mr. R. Swaminathan as Additional Director for the period of five years
Signed this ...............day of ............................. 2015
Signature of Shareholder....................................... Signature of Proxyholder(s) ...........................................
Note : This form in order to be effective should be duly completed and deposited at the Registered
office of the Company not less than 48 hours before the commencement of the Meeting.
ANNUAL REPORT 2014 15
Affix
1 Rupee
Revenue
Stamp
67