Home  »  Company  »  Satia Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Satia Industries Ltd.

Mar 31, 2015

The Directors have the pleasure of presenting the 34th Annual Report of your Company for the Financial Year 2014-15.

Financial Result:

The financial performance of your Company for the year ended March 31, 2015 is summarized below:-

(Rs in Lacs)

Current Previous Year Year

Revenue and other income 39821.44 38691.80

Gross Profit before interest

and depreciation 6941.88 5318.49

Interest and Financial charges 1634.78 1557.85

Depreciation 5298.66 2670.53

Profit from operations (before

extra-ordinary item and tax) 8.44 1090.11

Extraordinary Items 9.91 38.01

Profit before Tax -1.47 1052.10

Current Tax 127.00 710.00

Deferred Tax -912.59 -1007.57

Net Profit/ (Loss) after tax 784.12 1349.67

Less: Appropriation

Proposed Dividend 100.00 0.00

Operational Review

During the financial year 2014-15, net revenue from operation was Rs 39821.44 lac as compared to Rs 38691.80 lac during the corresponding period of previous year 2013-14 The net profit after tax of the Company is Rs 784.12 lacs as compared to Rs 1349.67 lac for the previous year.

Dividend

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of Rs 1.00 per share (i.e 10%) for the financial year ended 31st March, 2015. The dividend of 10% if approved at the forthcoming Annual General Meeting will result in out flow of Rs 100.00 lacs in addition to Rs 20.47 lacs by way of dividend distribution tax.

Financial Review

Share Capital

The paid up equity capital as on march 31, 2015 was Rs.100000000/-. During the year under review, the Company has not issued any shares during the year.

Finance

The Company has raised fresh Long Term Loan of Rs 6993.10 lacs for its various projects in progress during the year and focusing primarily on managing its working capital judiciously.

Reserves

The Company does not propose to carry any amount to any reserves.

Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal auditor reports to the Whole Time Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions, the respective department needs to undertake in their respective areas and thereby strengthen the controls.

Corporate Social Responsibility Initiatives

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of promotion of education and medical aid.

The Annual Report on CSR activities is annexed herewith as:

Annexure:- IV

Directors:

In term of Section 149 and Section 152 of the Companies Act, 2013 an independent Directors are not required to retire by rotation and may be appointed on the Board of the Company for maximum of two term of upto five years each. Accordingly, it is proposed to appoint the existing independent non executive Directors namely Shri S.K.Arora and Shri I.D.Singh, for the terms of five years effective from 30.09.2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board has appointed Mrs Bindu Satia and Mr Chirag Satia as Additional Director at their meeting held on 12.11.2014 and 13.02.2015 respectively and they holds office up to the date of ensuing Annual General Meeting and are eligible for appointment as Directors.

The Company has received a separate notice together with the requisite amount as per the provision of Section 160 of the Companies Act, 2013 for the appointment of aforesaid Directors on the Board of the Company.

Board Evaluation

Pursuant to the provision of the companies Act. 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance. The directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. the manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Key Managerial Personnel

The following employees were designated as whole time key Managerial personnel by the Board of Directors during the financial year:- Dr Ajay Satia: CMD & CEO Sh Ashok Kumar Khurana: CFO Sh Rakesh Kumar Dhuria: Company Secretary

Remuneration Policy

The Board has on the recommendation of the Remuneration Committee framed a policy for selection & appointment of Directors. Senior Management and their remuneration. The Remuneration Policy is stated in the Annexure-I.

Meetings

During the year four board meeting and four Audit Committee Meetings were convened and held. The detail of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the Directors had prepared the annual accounts on a going concern basis.

(e) the Directors in the case of listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

Statutory Auditors:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, were appointed as statutory auditors of the company to hold office till the conclusion of the 36th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of statutory auditor shall be placed for ratification at every Annual General Meeting . Accordingly, the appointment of M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar as statutory auditor is placed for ratification by the shareholders. The Company has received letters from the Auditor to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Auditors' Report on the Accounts is self explanatory and requires no comments.

Secretarial Audit:

Pursuant to provision of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S. Parnami & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as '' Annexure-V

The secretarial audit report for the year under review requires no comments.

Internal Auditors

During the year under review M/s Rakesh Doomra and Associates, Muktsar carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s R.J.Goel & Co., Cost Accountants, New Delhi has conducted the cost audit of the Company.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

A Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct" The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure VI".

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has Constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure-III to the Director's Report.

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance Management Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Acknowledgement:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co- operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE: Rupana ( Dr Ajay Satia) (R. K. BHANDARI)

DATE : 13.08.2015 CHAIRMAN-CUM-

MANAGING DIRECTOR Whole Time Director


Mar 31, 2014

Dear Members,

The Directors have the pleasure of presenting the 33rd Annual Report of your Company for the Financial Year 2013-14.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2014 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 38691.80 28184.07

Gross Profit before interest 5318.49 4447.50 and depreciation

Interest and Financial charges 1557.85 1479.05

Depreciation 2670.53 1005.19

Profit from operations 1090.11 1963.25 (before extra-ordinary item and tax)

Extraordinary Items 38.01 68.81

Profit before Tax 1052.10 1894.44

Current Tax 710.00 0

Deferred Tax -1007.57 506.26

Net Profit/ (Loss) after tax 1349.67 1388.18

Less: Appropriation:

Transfer to Profit and Loss Account 1349.67 1388.18

2. OPERATIONS

During the financial year 2013-14, net revenue from operation was Rs 38343.37 lacs as compared to Rs 27845.18 lacs during the corresponding period of previous year 2012-13 The net profit after tax of the Company is Rs 1349.67 lacs as compared to Rs 1388.18 lacs for the previous year.

Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The low per capita consumption of paper leaves a head room for growth. The policy emphasis on education through private sector and public-private partnership will drive growth, business and communication are on the increase driving demand for a range of paper varieties - office or copier paper, printing and writing paper, bills, invoices, telephone bills, tickets ,Printers are on the increase not just in commercial application but also in homes and shops. These will contribute to increasing the demand. But the concerns need to be addressed. "Input costs squeeze is a greater concern" than demand slow down which is a short term issue. Raw material availability, primarily pulp wood supply is a matter of concern. A policy on industrial plantations is needed to support industry, which is now trying to push farm forestry and social forestry schemes. "Raw material is clearly an area of concern" as costs and imports increase. "Clearly value addition has to happen domestically and will generate jobs and conserve environment.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of the Articles of Association of the Company, Shri A.C.Ahuja and Shri Dinesh Sharma, Directors retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Shri A.C.Ahuja and Shri Dinesh Sharma, Directors for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In term of Article 113 of the Articles of Association of the Company, Sh. J. R. Sharma Director will retire by rotation at the AGM and being eligible, offered himself for re-appointment.

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letters from the Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. COST AUDITORS

Pursuant to the provisions of Section 233B the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J.Goel & Co.., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2013- 14 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in Annexure - forming part of this report.

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

* the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana ( Dr AJAY SATIA) (R. K. BHANDARI) DATE : 05.08.2014 Chairman-Cum- Managing Director Whole Time Director


Mar 31, 2013

Dear Members,

The Directors have the pleasure of presenting the 32nd Annual Report of your Company for the Financial Year 2012-13.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2013 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 28184.07 24258.54

Gross Profit before interest and 4447.50 2850.08 depreciation

Interest and Financial charges 1479.05 1428.49

Depreciation 1005.19 910.21

Profit from operations (before 1963.25 511.38 extra-ordinary item and tax)

Extraordinary Items 68.81 13.68

Profit before Tax 1894.44 497.70

Provision for taxation -Current Tax 0 100.29

Deferred Tax 506.26 -1.63

Net Profit/ (Loss) aftertax 1388.18 399.04

2. OPERATIONS

During the financial year 2012-13, net revenue from operation was Rs 27845.17 lacs as compared to Rs 23925.39 lacs during the corresponding period of previous year 2011-12 . The net profit aftertax of the Company is Rs 1388.18 lacs as compared to Rs 399.04 lacs for the previous year.

Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The prevailing mood in the paper industry is sober and the continued growth is good news for the sector, Even better, the long-term prospects are bright as education, industry and changing lifestyle will lead to more paper consumption across diverse varieties including writing and printing and packaging paper.

The paper industry has significantly increased capacity particularly in the printing and writing paper segment where close to a million tonnes of annual capacity was added in the last three years. The industry has invested over Rs 10,000 crore in recent years contributing to significant growth in capacities. There has been demand growth that has supported the addition to capacity but it has been lesser than anticipated. Paper consumption is directly linked to GDP growth and this is around 5-6 per cent against projection of 9-10 per cent on which the expansions were based.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of Article 113 of the Articles Association of the Company, Sh A. Krishna will retire by rotation at the AGM and being eligible, offered himself for reappointment. Sh S.K.Arora will retire by rotation at the AGM and being eligible, offered himself for reappointment.

Sh I.D.Singh was appointed as an additional Director by the Board and shall hold office upto the ensuing Annual General Meeting . Brief resume of the Directors proposed to be appointed/ reappointed , nature of their expertise in specific functional areas and name of Companies in which they hold Directorship and membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreements with Stock Exchanges are provided in the Annexure to the Notice for Annual General Meeting.

Your Company has appointed Sh J.R.Sharma as Director (Legal) for a period of five years w.e.f 01.11.2008. Since the terms of appointment of Sh J.R.Sharma , Director legal come to an end on 01.11.2013 , the Board of Directors of the Company recommends his re-appointment along with remuneration for a further period of three years w.e.f 01.11.2013

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re- appointed M/s R.J.Goel & Co. Cost Accountants, New Delhi as Cost Auditor for the accounting year 2013-14 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended,

"Not Applicable, No employee of the Company is drawing the salary as specified under Companies (Particulars of Employees) Rules, 1975. "

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

* the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report,

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana (Dr AJAY SATIA) (R. K. BHANDARI) DATE : 13.08.2013 Chairman-Cum- Managing Whole Time Director Director




Mar 31, 2012

Dear Members,

The Directors have the pleasure of presenting the 31st Annual Report of your Company for the Financial Year 2011-12.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2012 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 24258.54 32520.73

Gross Profit before interest 2850.08 2884.48 and depreciation

Interest and Financial charges 1428.49 1255.77

Depreciation 910.21 880.90

Profit from operations (before extra-ordinary

item and tax) 511.38 747.81

Extraordinary Items 13.68 0

Profit before Tax 497.70 747.81

Provision for taxation 100.29 90.23 -Current Tax

Deferred Tax -1.63 134.41

Net Profit/ (Loss) after tax 399.04 523.17

2. OPERATIONS

During the financial year 2011-12, net revenue from operation was Rs 23925.39 lacs as compared to Rs 32040.06 lacs during the corresponding period of the previous year 2010-11 which include revenue of Rs 9421.93 lacs from the yarn trading business and during the current year, the Company had to discontinue the yarn trading business due to heavy fluctuation in cotton prices, consequently, the net profit aftertax of the Company decreased to Rs 399.04 lacs from Rs 523.17 lacs recorded for the previous year.

Your Directors have decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The Indian Paper Industry is a booming industry and is expected to grow and reach to 20 million tone over the next eight years. It is known that demand for paper grow and match with GDP growth. The rapid change in the life style of both rural and urban Indian, specially in the strong middle class segment, having high disposal amount will fuel higher growth.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of Article 113 of the Articles of Association of the Company, Sh. D.R.Behlwill retire by rotation at the AGM and has not offered himself for reappointment. Sh. A.C. Ahuja will retire by rotation at the AGM and being eligible, offered himself for reappointment.

Sh S.L.Malhotra and Sh Ram Sarup Directors have vacated the office of Directors w.e.f- 15.11.2011 and 13.02.2012 respectively.

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2012-13 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure forming part of this report.

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

* the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana (Dr AJAY SATIA) (R. K. BHANDARI) DATE : 13.08.2012 Chairman-Cum- Managing Director Whole Time Director


Mar 31, 2011

Dear Members,

The Directors have the pleasure of presenting the 30th Annual Report of your Company for the Financial Year 2010-11.

1 Financial Result:

The financial performance of your Company for the year ended March 31,2011 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Sales and other income 32999.33 26764.89

Gross Profit before interest and 2905.47 2883.41 depreciation

Interest and Financial charges 1255.77 983.88

Depreciation 880.98 782.86

Profit from operations (before tax) 768.80 1116.67

Previous year adjustments 20.89 5.69

Tax for earlier year paid/adjusted 0.10 (28.80)

Provision for taxation -Current Mat 149.06 188.81

Mat Credit Entitlement 58.83 188.81

Deferred Tax 134.41 402.03

Net Profit/(Loss) aftertax 523.17 737.75

Balance as per last balance sheet 3670.86 3133.11

Capitalization for issue of Bonus Shares 0 200.00

Profit carried over to balance sheet 4194.03 3670.86

2. OPERATIONS

The Sales of the Company for the year under review is Rs 32999.33 lacs as compared to Rs 26764. 89 lacs in the previous financial year registering growth of 23.29%. The net profit of the Company for the current year is Rs 523.17 lacs as compared to Rs 737.75 lacs during the previous year. The current year production of paper is 61024.693 MT as compared to 54583.378 MT of previous year. Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

India's per capita, consumption of paper is just about 5 kg. whereas it is 337 kg in North America, 110 kg. in Europe and 30 kg. in China. Compare to this scenario India' par capita consumption is one of the lowest in the World. India is among the world's fastest growing paper markets an increase in consumption by one kg per capita can potentially increase annual paper demand by a million tons. India's paper production is forecasted to grow at a CAGR of 8.4% while consumption is pegged at a CAGR of 9% till 2012-13.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

6. DIRECTORS:

In terms of Article 113 of the Articles of Association of the Company, Sh.P.V.Gupta retire by rotation at the AGM and have not offered himself for reappointment and Sh A. Krishna will retir by rotation at the AGM and being eligible, offer himself for re-appointment.

The Board has recommended the appointment of Sh Dinesh Chand Sharma as Director of the Company in place of Sh P.V.Gupta Brief resume of the Director Proposed to be appointed/ re-appointed, nature of thier experience in Specific Functional Areas as stipulated under clause 49 of listing agreement with the Stock Exchanges are provided to the Notice for Annual General Meeting.

Sh. S. K. Arora was appointed as an additional Director by the Board and holds office upto the ensuring Annual General Meeting. Brief resume of the Director Proposed to be appointed as stipulated under clause 49 of listing agreement with the Stock Exchanges is provided to the Notice for Annual General Meeting.

7. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

8. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

9. COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2011-12 to carry out an audit of cost account of the Company.

10 SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

11 PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure forming part of this report.

12 DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

* the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* the Directors had prepared the annual accounts on a going concern basis.

13 INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

14 CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

15 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

16 ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Ruppana, (Muktsar)

DATE : 11.08.2011

(Dr Ajay Satia) (R. K, Bhandari) CHAIRMAN-CUM- MANAGING DIRECTOR Whole Time Director

 
Subscribe now to get personal finance updates in your inbox!