FY15 - Pressman Advertising Ltd.
Contents
1. 5 RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of Directors Rules 2014 including any statutory modification s or re enactment thereof for the time being in force Ms Sujata Suchanti DIN 00273832 who was appointed as an Additional Director pursuant to the provisions of Section 161 1 of the Companies Act 2013 who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act 2013 from a member proposing her candidature for the office of Director be and is hereby appointed as a Director of the Company liable to retire by rotation 6 RESOLVED THAT pursuant to the provisions of Section 149 152 and all other applicable provisions of the Companies Act 2013 and the rules framed thereunder read with Schedule IV to the Companies Act 2013 and listing Agreement entered into with the stock exchanges Mr Sushil Kumar Mor DIN 00274066 be and is hereby appointed as an Independent Director to hold the office for a period of 5 years w e f 5th August 2015 not liable to retire by rotation To consider and if thought fit to pass with or without modification s the following as Special Resolution 7 RESOLVED that pursuant to the provisions of Section 188 and other applicable provis2. will be displayed Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to smd deepak gmail com with a copy marked to evoting nsdl co in In case a Member receives physical copy of the Notice of AGM for members whose email IDs are not registered with the Company Depository Participants s or requesting physical copy Initial password is provided in the enclosed Annexure with this AGM Notice Please follow all steps from SI No ii to SI No xii above to cast vote Other Instructions In case of any queries you may refer the Frequently Asked Questions FAQs for Members and remote e voting user manual for Members available at the downloads section of www evoting nsdl com or call on toll free no 1800 222 990 If you are already registered with NSDL for remote e voting then you can use your existing user ID and password PIN for casting your vote vi vii viii Xi xii You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s The voting rights of members sha
3. Member s Folio Number DP ID amp Client ID No of shares held Name of Proxy in Block Letters to be filled in if the Proxy attends instead of the Member hereby record my presence at the 31st Annual General Meeting of the Company held at Gyan Manch 11 Pretoria Street Kolkata 700 071 on Wednesday 5th August 2015 at 10 30 am and any adjournment thereof To be signed at the time of handing over the slip Member s Proxy s Signature Shareholders are requested to bring their copy of Annual Report as no extra copy will be circulated at the venue No gifts or refreshments will be provided at the meeting FORM NO MGT 11 PROXY FORM Pursuant to Section 105 6 of the Companies Act 2013 read with Rule 19 3 of the Companies Management and Administration Rules 2014 Name of the member s Folio No DP ID amp Client ID Address Email ID I We being the member s of shares of Pressman Advertising Limited hereby appoint 1 of having email id or failing him 2 of having email id or failing him 3 of having email id and whose signature s are appended below as my our proxy to attend and vote on a poll for me us and on my our behalf at the 31St Annual General Meeting of the Company to be held on Wednesday the 5 August 2015 at Gyan Manch 11 Pretoria Street Kolkata 700 071 at 10 30 a m and at any adjournment thereof in respect of such
4. also be immediately forwarded to the listed stock exchanges viz BSE NSE amp CSE The Register of Members and the Share Transfer Register will remain closed from Thursday 30th July 2015 to Wednesday 5th August 2015 both days inclusive 4 Dividend if declared will be paid to those shareholders whose names will appear in the Register of Shareholders as at close of business on 29th July 2015 5 Members holding shares in physical form are requested to intimate change in their registered address and bank particulars to the Company s Registrar and Share Transfer Agent and members holding their shares in dematerialised form are requested to inform their Depository Participant s 6 Securities and Exchange Board of India has made it mandatory for listed Companies to use electronic mode for payment to investors If required bank details are not available or electronic payment instructions have failed or have been rejected by the bank the Company shall use physical payment instrument with the bank account details Therefore members holding shares in physical mode are requested to provide their updated bank details in the NECS Mandate Form and forward the same duly filled in and signed to the Company s Registrar and Share Transfer Agent Members holding shares in demat form are requested to provide the bank account details to the Depository Participant s 7 Pursuant to Section 136 of the Companies Act 2013 Abridged Financia
5. graduate in Arts from Calcutta University and has over 30 years experience in the areas of administration fine arts etc She has shareholding interest in the Company Save and except Ms Sujata Suchanti and her relative to the extent of their shareholding interest if any in the company none of the other Directors except Dr Niren Suchanti Managing Director Key Managerial Personnel of the Company their relatives are in any way concerned or interested financially or otherwise in the resolution set out in Item No 5 of the Notice The Board recommends the resolution set out at Item No 5 of the Notice for approval by the members Item No 6 Mr Sushil Kumar Mor DIN 00274066 retires and being eligible for re appointment as Independent Director for period of 5 years w e f 5th August 2015 subject to approval of members at the ensuing Annual General Meeting He has given a declaration that he meets the criteria of Independence as laid down in Section 149 6 of the Companies Act 2013 and Clause 49 of the Listing Agreement Brief resume of Mr Sushil Kumar Mor Mr Sushil Kumar Mor is B com Hons having more than 34 years experience in Accounts Finance and Administration He does not hold any shares of the Company in his name Your Directors state that Mr Sushil Kumar Mor possess appropriate balance of skills expertise and knowledge and is qualified for appointment as an Independent Director This statement may also be regarded as a discl
6. Management and Administration Amendment Rules 2015 and Clause 35B of the Listing Agreement the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting AGM by electronic means and the business may be transacted through e Voting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM remote e voting will be provided by National Securities Depository Limited NSDL The members who have cast their vote by remote e voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again The remote e voting period commences on 02 08 2015 9 00 am and ends on 04 08 2015 5 00 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 29 07 2015 may cast their vote by remote e voting The remote e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently The process and manner for remote e voting are as under In case a Member receives an email from NSDL for members whose email IDs are registered with the Company Depository Participants s Open email and open PDF file with your Client ID or Folio No as password The said PDF file contain
7. PRESSMAN Pressman Advertising Limited Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 ir pressmanindia com www pressmanadvertising in CIN L74140WB1983PLC036495 Notice NOTICE is hereby given that the Thirtyfirst Annual General Meeting of the Company will be held on Wednesday 5th August 2015 at Gyan Manch 11 Pretoria Street Kolkata 700 071 at 10 30 to transact the following business AS ORDINARY BUSINESS ils 2 3 To adopt the Audited Accounts of the Company for the year ended 31st March 2015 together with the Directors and Auditors Reports To declare a Dividend To appoint a director in place of Mr Navin Suchanti DIN 00273663 who retires by rotation and being eligible offers himself for re appointment To consider and if though fit to pas with or without modification s the following Resolution as an Ordinary Resolution RESOLVED that pursuant to the provision of Section 139 2 and 142 1 of the Companies Act 2013 M s Singhi amp Co Chartered Accountants Kolkata Firm Reg No 302049E the retiring Auditors be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting at such remuneration as may be determined by the Board of Directors AS SPECIAL BUSINESS To Consider and if though fit to pas with or without modification s the following Resolutions as Ordinary Resolutions
8. en Suchanti Chairman amp Managing Director and Mr Navin Suchanti Director are common Directors in all companies and promoters with shareholding interest Ms Sujata Suchanti Director is common Director in Pressman Realty Ltd and promoter with shareholding interest and is also promoter with shareholding interest in Sinclairs Hotels Ltd amp Prima Communications Ltd Pressman Realty Limited Mr B G Pasari Chief Financial Officer is Common Director in Prima Communications Ltd and does not carry any shareholding interest Prima Communications Ltd Pressman Properties Ltd Dr Niren Suchanti Chairman amp Managing Director and Mr Navin Suchanti Director are promoters with shareholding interest Ms Sujata Suchanti Director is common Director and promoter with shareholding interest Nature material terms monetary value and particulars of the contract or arrangement The details are as mentioned below a Rent for office space Name of the Director KMP who is related and their nature of relationship Name of the Related Party Maximum amount per annum in lacs 42 00 24 00 Pressman Realty Limited Existing agreement for rent for office space of premises situated at Kolkata Mumbai New Delhi amp Bangalore The amount being charged for the services is fixed after considering all the relevant factors and are at arms length basis Pressman Properties Ltd b Advertising PR and allied servic
9. es The Company has entered into agreement with Sinclairs Hotels Ltd Pressman Properties Ltd Pressman Realty Ltd and Prima Communications Ltd for providing services like press release notifications in newspapers magazines and digital advertising etc The amount being charged for the said services is as per media rate and the quantum depends upon the business requirement of the Company The members are further informed that no member s of the Company being a related party or having interest in the resolution as set out at item no 7 shall be entitled to vote on this special resolution The Board of Directors recommends the resolution set forth in item no 7 for approval of the members Except Promoter Directors and their relatives to he extent of their shareholding interest in the Company no other Director or Key Managerial Personnel or their relatives is concerned or interested financially or otherwise in passing of this resolution Green Initiative Members are requested to register their email address in our website www pressmanadvertising in to enable the company to send Reports and Accounts Notices etc in electronic mode which will support green initiative Pressman Advertising Limited Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 ir pressmanindia com www pressmanadvertising in CIN L74140WB1983PLC036495 ATTENDANCE SLIP Name of the attending Member in Block Letters
10. ions of the Companies Act 2013 read with the rules made thereunder including any statutory modification s or re enactment thereof for the time being in force the consent of the company be and is hereby accorded to enter into the related party transactions by the Company with the respective related parties and for the maximum amounts per annum as mentioned herein below Sr Nature of transaction Name of the Director Name of Related Party _ Amount No as per section 188 of the KMP and their relatives Rs in lacs per annum Companies Act 2013 Receipts Payments 1 Salary amp Perquisites Dr Niren Suchanti Chairman amp 25 00 Managing Director 2 Sitting Fee Mr Navin Suchanti Director 1 00 3 Salary amp perquisites Mr B G Pasari Chief Financial officer 20 00 4 Rent for office space Payment Dr Niren Suchanti Chairman amp Managing Pressman Realty Ltd 6 00 42 00 Cost of advertising Receipt Director and Mr Navin Sucham Director are common directors and promoters pri icati m 5 Cost of Advertising with shareholding interest Prima Communications Ltd 5 00 Ms Sujata Suchanti Director i aes 6 Press release notification in Director in breseman fealty Lid ang Sinolairs Hotels Lid 100 00 newspapers magazines digital promoter with shareholding interest and advertising and all types of advertising is also promoter with shareholding interest and design services in Sinclairs Hotels Ltd amp Prima Communicati
11. l Statement are being sent to all shareholders Shareholders requiring copy of full Annual Report may write to the Company Pressman House 10A Lee Road Kolkata 700 020 The Balance Sheet Statement of Profit and Loss Auditors Report and every other document required by law to be annexed or attached to the Annual Report shall be available for inspection at the registered office during working hours for a period of 21 days up to the date of Annual General Meeting and is also available on the website www pressmanadvertising in 8 A Statement pursuant to Section 102 1 of the Companies Act 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto 9 Brief resume of the directors to be appointed re appointed is given in corporate governance report Explanatory Statement pursuant to Section 102 of the Companies Act 2013 Item No 5 As per requirement of Clause 49 of the Listing Agreement Ms Sujata Suchanti DIN 00273832 was appointed as an Additional Director on 26th March 2015 and will hold office till the ensuing Annual General Meeting The Company has received a notice in writing from a shareholder together with deposit of requisite amount under Section 160 of the Companies Act 2013 proposing candidature of Ms Sujata Suchanti for the office of Director of the Company Ms Sujata Suchanti is wife of Dr Niren Suchanti Managing Director Brief resume of Ms Sujata Suchanti Ms Sujata Suchanti is a
12. ll be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of 29 July 2015 Notice of the AGM along with attendance slip and proxy form along with the process instructions and the manner of conducting e voting is being sent electronically to all the members whose e mail IDs are registered with the Company Depository Participant s For members who request for a hard copy and for those who have not registered their email address physical copies of the same are being sent through the permitted mode Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut off date i e 29 July 2015 may obtain the login ID and password by sending a request at evoting nsdl co in or Issuer RTA However if you are already registered with NSDL for remote e voting then you can use your existing user ID and password for casting your vote If you forgot your password you can reset your password by using Forgot User Details Password option available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 A member may participate in the AGM even after exercising his right to vote through remote e voting but shall not be allowed to vote again at the AGM 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
13. nt the Company is pleased to offer E voting facility to the members to cast their votes electronically on all resolutions set forth in the Notice convening the Annual General Meeting to be held on Wednesday 5 August 2015 at 10 30 am at Gyan Manch 11 Pretoria Street Kolkata 700 071 and at any adjournment thereof The Company has engaged the services of National Securities Depository Limited NSDL to provide the e voting facility The e voting facility is available at the linkhttps www evoting nsdl com The E voting facility will be available during the following voting period Commencing Period of E Voting End of E Voting The Electronic Voting Particulars are set out below EVEN E Voting Event Number 2 August 2015 at 9 00 A M IST 4 August 2015 at 5 00 P M IST Please read the instructions given at Note No 2 of the Notice of the Annual General Meeting carefully before voting electronically These details and instructions form integral part of the Notice dated 26 May 2015 for the Annual General Meeting to be held on 5 August 2015 By Order of the Board st Niren Suchanti Date 1 July 2015 Place Kolkata Chairman amp Managing Director Encl AGM Notice Attendance Slip Proxy Form
14. off date only shall be entitled to avail the facility of remote e voting as well as voting at the AGM through ballot paper Mr Deepak Daga Chartered Accountant 11 Clive Row Kolkata 700 001 has been appointed as the Scrutinizer to scrutinize the voting and remote e voting process in a fair and transparent manner The Chairman shall at the AGM at the end of discussion on the resolutions on which voting is to be held allow voting through ballot paper with the assistance of scrutinizer for all those members who are present at the AGM but have not cast their votes by availing the remote e voting facility The Scrutinizer shall after the conclusion of voting at the Annual General Meeting 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 three days of the conclusion of the AGM a consolidated scrutinizer s report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www pressmanadvertising in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing The results shall
15. ons Ltd Mr B G Pasari Chief Financial Officer is Common Director in Prima Communications Ltd 7 Rent for office space Payment Dr Niren Suchanti Chairman amp Managing p Properties Lt 6 00 24 00 Cost of advertising Receipt Director and Mr Navin Suchanti Director SS Fropenies are promoters with shareholding interest Ms Sujata Suchanti Director is common Director and promoter with shareholding interest RESOLVED THAT the Board of Directors and or a Committee thereof be and is hereby authorised to do or cause to be done all such act matter deeds and things and to settle any queries doubts that may arise with regard to any transaction with the related party and execute such agreements documents and writings and to make such filings as may be necessary or desirable for the purpose of giving effect to this resolution in the interest of the Company Pressman House 10A Lee Road Kolkata 700 020 Date 26th May 2015 Notes A member entitled to attend and vote may appoint a proxy to attend and on poll to vote in his stead A proxy need not be a member of the company Proxies to be effective should be deposited at the registered office not later than 48 hours before the commencement of meeting Voting through electronic means In compliance with provisions of Section 108 of the Companies Act 2013 Rule 20 of the Companies Management and Administration Rules 2014 as amended by the Companies
16. osure under none of the other Directors Key Managerial Personnel of the Company their relatives are in any way concerned or interested financially or otherwise in the resolution set out in Item No 6 of the Notice The Board recommends the resolution set out at Item No 6 of the Notice for approval by the members Item No 7 The Companies Act 2013 aims to ensure transparency in the transactions and dealings between the related parties of the Company The provisions of Section 188 1 of the Companies Act 2013 that govern the Related Party Transactions requires that for entering into any contract or arrangement as mentioned herein below with the related party the company must obtain prior approval of the Board of Directors In accordance of provisions of the Companies Act 2013 the Board of Directors of your Company has approved the proposed transactions along with annual limit that your company may enter into with the related parties as defined under Section 2 76 of the Companies Act 2013 Clause 49 of the Listing Agreement Save and except Mr Sushil Kumar Mor and his relative to the extent of their shareholding interest if any in the company The Particulars of the Transaction pursuant to the provisions of Section 188 and the Companies Meeting of Board and its Powers Rules 2014 are as under Name of the Related Party Name of the Director KMP who is related and their nature of relationship Sinclairs Hotels Ltd Dr Nir
17. resolutions as are indicated below wish my above proxy to vote in the manner as indicated in the box below Resolutions For Audited Financial Statements Reports of the Board of Directors and Auditors Declaration of Dividend Re appointment of Mr Navin Suchanti as a Director who retires by rotation To appoint the Auditors of the Company and to authorize the Board to fix their remuneration Appointment of Ms Sujata Suchanti as Director Re appointment of Mr Sushil Kumar Mor as an Independent Director for a period of 5 years w e f 5th August 2015 7 Approval of Related Party Transactions Against Oya R olsrms Affix i 7 Revenue Signature this AY Of oiscetcncavetanancace 2015 Signature of shareholder Stamp Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder Note 1 This form of proxy 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 2 A Proxy need not be a member of the Company 3 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 a
18. s proxy and such person shall not act as a proxy for any other person or shareholder 4 This is only optional Please put a X in the appropriate column against the resolutions indicated in the Box If you leave the For or Against column blank against any or all the resolutions your Proxy will be entitled to vote in the manner as he she thinks appropriate 5 Appointing a proxy does not prevent a members from attending the meeting in person if he so wishes 6 In the case of joint holders the signature of any one holder will be sufficient but names of all the joint holders should be stated Printed By Calcutta Marketing Ph 98300 42594 PRESSMAN Pressman Advertising Limited Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 ir pressmanindia com www pressmanadvertising in CIN L74140WB1983PLC036495 ANNEXURE TO THE NOTICE DATED 26 MAY 2015 OF THE 31 ANNUAL GENERAL MEETING TO BE HELD ON 5 AUGUST 2015 1 Name and Registered Address of Sole First Named Shareholder 2 Name of the Joint Shareholder s if any 3 Registered Folio No DP ID No amp Client ID No 4 Number of Share s held Dear Shareholder Subject Process and manner for availing E voting facility Pursuant to Provisions of Section 108 of the Companies Act 2013 read with the Companies Management and Administration Rules 2014 as amended and Clause 35 B of the listing agreeme
19. s your user ID and password PIN for remote e voting Please note that the password is an initial password Open the internet browser by typing the following URL https www evoting nsdl com Click on Shareholder Login If you are already registered with NSDL for remote e voting then you can use your existing user ID and password PIN for casting your vote If you forgot your vii By Order of the Board Dr Niren Suchanti Chairman amp Managing Director password you can reset your password by using Forgot User Details Password option available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 If you are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential Once the e voting home page opens click on e voting gt Active Voting Cycles viii Select EVEN E Voting Event Number of Pressman ix x xi xii Advertising Ltd Now you are ready for e voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Upon confirmation the message Vote cast successfully
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