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Directors Report of Shree Krishna Paper Mills & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 43rd Annual Report together with the Audited Statement of Accounts

for the year ended March 31,2015.

FINANCIAL RESULTS

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

(Rs. in Lacs)

2014-15 2013-14

Revenue from Operations (Net) 14,086.10 15,835.90

Profit / (Loss) before Finance Cost 922.10 1,510.76 and Depreciation

Finance Costs 544.97 668.17

Depreciation & Amortization Expense 336.02 568.71

Profit /(Loss) before Taxation 41.11 273.88

Less: Tax Expense 0.04 0.01

Profit/(Loss) for the Year 41.07 273.87

During the year under review, the revenue from operations was Rs.14,086.10 lacs against Rs.15,835.90 lacs in the last financial year. The Company has earned profit after tax of Rs.41.07 lacs against Rs.273.87 lacs in last year. The performance was affected due to unhealthy competition in the coated paper industry from the imported products resulting major reduction in sales of coated paper, substantial decline in selling price of newsprint paper and increase in power tariff. With the growth of paper industry, the Directors are hopeful for better performance in coming years.

The reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth as on March 31, 2014 has been registered by the Board. The accumulated losses are still higher than the net worth of the Company as on March 31,2015.

DIVIDEND

The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of earlier years. Because of this reason, 4% dividend aggregating to Rs.24.00 lacs (Previous Year Rs.23.40 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.1352.17 lacs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposit falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, the Company had conducted postal ballot process for the appointment of Independent Directors under the provisions of Companies Act, 2013. As per the results of postal ballot declared on March 27, 2015, the members of the Company had appointed the existing Independent Directors viz. (i) Mr. P. N. Singh (DIN: 00076392) (ii) Mr. L. C. Sharma (DIN: 00196158) and (iii) Mr. L. C. Parashar (DIN: 03394414) as Independent Directors under the provisions of Companies Act, 2013 for a period of five consecutive years. All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

At the Board Meeting held on March 27, 2015, the Board has appointed Ms. Tripta Goswami (DIN: 07111342) as an Additional Director of the Company. A resolution for her appointment as a Director is being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. N. Pasari (DIN: 00101519), Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. N. K. Pasari, Managing Director and Mr. A. K. Singh, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, Mr. S. K. Agarwal, who was already heading the financial functions of the Company was appointed as Chief Financial Officer, also designated as "Key Managerial Personnel" of the Company under the said provisions of the Companies Act, 2013.

Subsequently, due to discontinuation of services of Mr. A. K. Singh, Company Secretary of the Company w.e.f. October 10, 2014, the Board has appointed Ms. Sonam Katyal as Company Secretary and Compliance Officer, also designated as "Key Managerial Personnel" in his place w.e.f. November 10, 2014.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually (excluding the Director being evaluated) as well the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The highlights of the Remuneration Policy are stated in the Corporate Governance Report.

Meetings

During the year, Sixteen Board Meetings and One Independent Directors' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings.

Composition of Audit Committee

In terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Audit Committee has been reconstituted comprising of 3 Independent Directors namely, Mr. L. C. Sharma, Mr. P.N. Singh and Mr. L.C. Parashar. Mr. L. C. Sharma has resigned as Chairman of the Audit Committee w.e.f. April 22, 2015 and Mr. P. N. Singh has been appointed as Chairman of the Committee in his place. All the recommendations made by the Audit Committee were accepted by the Board.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31,2015 and of the profit of the Company for that year;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts have been prepared on a going concern basis;

v) the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1,2009.

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CURRENT OUTLOOK

Outlook for Paper Industry in India looks extremely positive as the demand for upstream market of paper products is growing up. The low per capita consumption is an indication of the future potential for the industry. Increasing population, literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India. With the global economy showing signs of recovery and similar indicators visible in domestic economy, the Indian Paper and Board Industry might return back to its earlier high growth path.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

The retiring Auditors, M/s. Singal Bros. & Associates, Chartered Accountants, hold office as Statutory Auditors until the conclusion of the 43rd Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Listed Companies are required to rotate their auditors, once in ten years, and M/s. Singal Bros. & Associates have held office for a period of more than 10 years, and the transition time given to change the auditors when the Companies Act, 2013 was brought into force is three years. However, your Directors recommend that your Company should rotate its auditors before the maximum time period given under the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) to hold the office of auditors for a period of five years i.e. from the conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors on the recommendation of the Audit Committee, whose appointment shall be in place of M/s. Singal Bros. & Associates. The Company has received a certificate from the said M/s. Radheshyam Sharma & Co., Chartered Accountants to the effect that their appointment, if made, would be in accordance within the limits specified under the Companies Act, 2013, and that, they meet the criteria of independence. The proposal for their appointment is included in the notice of the ensuing Annual General Meeting.

The Auditors' Report on Financial Statements of the Company for the Financial Year 2014-15 does not contain any qualification reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors' and Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has appointed, subject to ratification of the remuneration by the shareholders, M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm's Registration No. 00180) for the financial year 2014-15 and 2015-16 to carry out the cost audit of Company's records in respect of newsprint paper. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the stipulated time period.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BLAK & Co., Company Secretaries, Delhi to conduct the secretarial audit of the Company. The Secretarial Audit Report submitted by them is annexed herewith as 'Annexure-A'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s Singla & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in 'Annexure-B' to the Directors' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as 'Annexure-C'.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not granted any loans or given guarantees/securities or made investments under section 186 of the Companies Act, 2013. The earlier investments made by the Company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, Board of Directors has adopted a Policy on Related Party Transactions which is also available on Company's website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant related party transactions which were in conflict with the interest of the Company. All transactions entered into with the related parties were in the ordinary course of business and on an arm's length basis. Your Directors draw attention of the members to Note No. 47 to the financial statement which sets out related party disclosures. Regarding the appointment of Mr. Naynesh Pasari, relative of Mr. N. K. Pasari, Managing Director, as the Business Development Advisor of the Company, details are provided in Form AOC-2 annexed herewith as 'Annexure-D'.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, has been appended to this Report as 'Annexure-E'.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and accordingly, a whistle blower policy has been formulated to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity. The policy provides for adequate safeguards against victimisation of Director(s) / Employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

It has also been uploaded on the website of the Company at www.skpmil.com at http://www.skpmil.com/page.php7page id=30 link.

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. A separate section on Management Discussion and Analysis, Corporate Governance and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement forms part of the Annual Report.

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF FINANCIAL YEAR

Shifting of Registered Office

The Company had filed a petition before Regional Director, Eastern Region, Kolkata for shifting of its Registered Office which was approved vide order dated March 31, 2015. Hence the Company has shifted its Registered Office from State of West Bengal to National Capital Territory of Delhi w.e.f April 16, 2015.

Discontinuation of production facilities at Bahadurgarh Unit

The unhealthy competition in the coated paper industry from the imported products has resulted into reduction of the prices and heavy reduction in sales of the product manufactured by Company's Bahadurgarh Unit. Due to this reason, the production of the unit was decreased day by day and made the unit unviable. In addition to this, labour strike in the unit further resulted in increased losses of Bahadurgarh unit of the Company. Keeping in view of the situation, the Company has discontinued the production facilities at its Bahadurgarh Unit and is in the process of shifting the useful machineries from Bahadurgarh Unit to Keshwana Unit in gradual manner.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in pursuance of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2014-15 and hence, no complaint is outstanding as on March 31,2015 for redressal.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company's delisting application with Calcutta Stock Exchange is pending since long.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

4. No disclosure in respect of Corporate Social Responsibility is required as it is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors wish to extend their sincere thanks for the assistance and co-operation received from the Members of the Company, Banks, Government Authorities, Customers, Vendors and all the other business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers at all levels for their continuous support and co- operation.

For and on behalf of the Board

P. N. Singh N. K. Pasari Director Managing Director DIN:00076392 DIN:00101426

New Delhi August 25, 2015


Mar 31, 2014

To the Members,

The Directors of your Company are pleased to present the 42nd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

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

(Rs. in Lacs)

2013-14 2012-13

Revenue from Operations (Net) 15,815.47 14,777.59

Profit / (Loss) before fnance cost, depreciation & amortization expense 1,511.48 1,206.30

Finance Costs 668.89 792.42

Depreciation & amortization expense 568.71 554.66

Profit / (Loss) before Taxation 273.88 (140.78)

Less: Tax Expense

Tax adjustment of previous year - 626.48

Deferred Tax 0.01 -

Profit/(Loss) for the year 273.87 (767.26)

Your Directors are pleased to inform to you that during the year under review, the revenue from operations increased from Rs.14,777.59 lacs to Rs.15,815.47 lacs. The Company has achieved profit after tax of Rs.273.87 lacs against loss of Rs.767.26 lacs in the previous year. During the year under review, various measures have been implemented by the Company which has resulted into significant improvement in the profitability and the efforts are continued to perform better in future also.

Keeping in view of the profits during the year and expectation of positive net worth at the earliest, the reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth as on March 31, 2013 has been rejected by the Board. The accumulated losses are still higher than the net worth of the Company as on March 31, 2014 and hence, necessary reference will be made again to the Board for Industrial & Financial Reconstruction within the prescribed time.

DIVIDEND

The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of previous years. Because of this reason, 4% dividend aggregating to Rs.23.40 lacs (Previous Year Rs.23.40 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

INCREASE IN AUTHORISED CAPITAL

During the year under review, the Company has increased the authorised share capital from the existing Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 1,50,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each to Rs.25,00,00,000/-(Rupees Twenty Five Crores only) divided into 2,00,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each.

DIRECTORS

Mr. B. K. Pasari has resigned as Director of the Company w.e.f. October 1, 2013. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as Director on the Board.

In accordance with the provisions of the Companies Act,2013 and Articles of Association of the Company, Mr. L.C. Parashar, Director retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that year;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any public deposit from the public within the meaning of section 58A of the Companies Act, 1956 and rule framed there under.

CURRENT OUTLOOK

The Indian Paper Industry is projected to grow tremendously on account of increasing literacy levels, higher government spending on education, booming retail sector, increasing industrial activities, growth in print media, packaging of FMCGs and changing urban life styles. The government''s sustained focus on literacy, increased consumerism and expansion in organized retail sector are expected to positively affect paper consumption and demand in India. With strong economic development, pacing industrial activities and increasing usage of consumer goods by the Indian population, the consumption of paper is being directly stimulated in the Country.

AUDITORS AND AUDITORS'' REPORT

M/s. Singal Bros. & Associates, Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them 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 they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The Auditors'' Report on Financial Statements of the Company for the Financial Year 2013-14 does not contain any qualification.

The observations of Statutory Auditors'' and Notes to the Financial Statements are self-explanatory.

COST AUDITORS

The Central Government has approved the re-appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi for conducting the cost audit for the financial year 2013-14. Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Report for the year ended March 31, 2013 was filed with the Central Government on September 23, 2013.

CORPORATE GOVERNANCE

A separate section on Management Discussion and Analysis, Corporate Governance and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement forms part of the Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the continued co-operation and support extended to the Company by the Shareholders, Customers, Dealers, Suppliers, Bankers, Government and all the other business associates. Your Directors also express their warm appreciation to all employees for their diligence and contribution.

For and on behalf of the Board

New Delhi P. N. Singh N. K. Pasari

May 29, 2014 Director Managing Director


Mar 31, 2012

The Board of Directors of your Company is pleased to present its 40th Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Revenue from Operations (Net) 14,830.90 10,691.84 Profit / (Loss) before finance cost, depreciation & exceptional items 1,482.25 325.07

Finance Cost 798.14 727.03

Depreciation & Amortisation Expenses 546.80 507.66

Exceptional Items 94.09 --

Profit /(Loss) before Taxation 43.22 (899.62)

Tax Expenses -- 185.95

Profit/ (Loss) after Tax 43.22 (713.67)

Your Directors feel immense pleasure in informing the members that during the year under review, operations of the Company grew significantly in terms of both the turnover and the profitability. The sales of the Company registered an increase of 38.71% from Rs. 10,691.84 lacs to Rs. 14,830.90 lacs. The increase in turnover has been primarily on account of better improved performance at Keshwana Unit of the Company. The Company h a s earned after tax profit of Rs. 43.22 lacs against loss of Rs. 713.67 lacs in previous year reflecting a considerable growth. The improved performance and increase in capital has resulted into positive net worth and hence, reference has been declined by the Board for Industrial and Financial Reconstruction.

DIVIDEND

The Directors are unable to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of previous years. Because of this reason, 4% dividend aggregating to Rs. 23.24 lacs (including dividend distribution tax) on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

During the year, the Company has allotted 20,70,000 Equity Shares of Rs. 10/- each at a premium of Rs. 6/- per share on preferential allotment basis.

CURRENT OUTLOOK

The outlook for the paper industry is very positive and is expected to be doubled to reach 20 million tons over the next 8 years. With the anticipated measurement in the economic growth, demand for paper and paper products is expected to improve significantly in the coming days. Increasing corporate spend, improving literacy and living standards, declining poverty and higher disposable incomes in India have been the macro-economic drivers that are likely to increase the demand for paper in the country in the long run.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seeks to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange together with Auditor's Certificate confirming compliance of the conditions is annexed to this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. P. N. Singh and Mr. L. C. Sharma are retiring by rotation and being eligible; offer themselves for re- appointment at the ensuing Annual General Meeting of the Company.

w.e.f. 6th June, 2012, Mr. L.C. Parashar has been appointed as an Additional Director and Mr. D.R. Mehta has resigned from the Directorship of the Company. The Board placed on record the immense contribution made by Mr. D.R. Mehta during his tenure as a Director.

The Board of Directors recommends their appointment/ re-appointment.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay and Calcutta Stock Exchanges. The Company's delisting application with Calcutta Stock Exchange is in process since long.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for that year;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts have been prepared on a going concern basis.

COST AUDITORS

Pursuant to the provision of Section 233B of the Companies Act, 1956, the Central Government has approved the reappointment of M/s. Vijender Sharma & Associates, Cost Accountants to conduct Audit of cost record of the paper for the financial year ending March 31, 2012. Cost Audit Reports for the same would be submitted to the Central Government within the prescribed time.

Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Reports of Paper for the year ended March 31, 2011 were filed with the Central Government on September 30, 2011.

AUDITORS

M/s. Singal Brothers & Associates, Chartered Accountants, New Delhi, the Statutory Auditor of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are being eligible for re-appointment. Yours Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956.

AUDITORS' REPORT AND BOARD'S CLARIFICATION

The notes to the accounts referred to in the Auditors' Report are self explanatory and no further explanation is considered necessary. However, the clarifications on the qualifications in the Auditors' Report are as under:- Regarding deferred tax assets on accounts of unabsorbed depreciation and carry forward losses, the management is virtually certain of realisation of deferred tax assets in future in view of significant improvement in the quantity, quality of the products and improved conditions of the market, as further explained in Note No 2.37 of Notes to financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in respect of above activity required to be disclosed under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Disclosure of details required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the cooperation and the assistance received from the Government Authorities, Regulatory Bodies, Bankers and every Stakeholder of the Company including Suppliers, Customers, Shareholders etc.

Your Directors take this opportunity to place on record their appreciation for the valuable contribution made and excellent cooperation rendered by the employees at all levels for the progress and prosperity of the Company.

For & on behalf of the Board

New Delhi P.N. Singh N.K. Pasari

August 13, 2012 Director Managing Director


Mar 31, 2010

The Board of Directors of your Company is pleased to present its 38th Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In 000)

2009-10 2008-09

Sales including export sales 6,13,943 11,88,192

Profit / (Loss) before Interest & Depreciation (6,771) 94,404

Less: Depreciation 45,751 47,740

Profit/(toss) before Interest & Taxation (52,522) 46,664

Less: Interest and financial charges 50,033 61,459

Profit /(Loss) before Taxation (1,02,555) (14,795)

Add: Provision for Taxation 17,959 3,212

Profit/ (Loss) after Tax - (84,596) (11,583}

Balance brought forward from previous years (65,916) (54,333)

Balance carried to Balance Sheet (1,50,512) (65,916)

The continued effect of Worldwide Global Recession and slow-down m the economy has adversely effected the performance of the Company, It has resulted into increase in losses due to sharp decrease in sales prices, non-availability of corresponding decrease in raw material prices, lower sales volume and unhealthy competition due to unscrupulous/stock-lot imports, The reduction in sales has also been caused by shut- down of Keshwana Plant for modification/renovation.

During the year under review, the Company has been sanct ioned Restr Restuchuring-cum- Enhancement package under the CDR Mechanism. As projected under package, the Keshwana Unit of the Company has been restarted for production alter its modification/ renovation* With the help of Restructuring Package, your Directors are hopeful for better performance in the current year,

PREFERENCE SHARES

Your Company has issued 5,00,000 4% Cumulative Redeemable Preference Shares of Rs. 100/- each amounting Rs.50,000 thousands during the year to all the Bankers of the Company in accordance with terms and conditions of the COR package.

DIVIDEND

The Directors are unable to recommend any dividend on equity shares due to the losses during the year under review. Further, 4% dividend aggregating to Rs. 731 thousands (including dividend distribution tax) on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

CURRENT OUTLOOK

The Paper Industry in India looks extremely positive as the demand for upstream market of paper products is growing up. The improving domestic: demand and the rise in global prices together should help Paper Industry to perform better in the coming years. The recovery in the global economy and the buoyancy in the domestic economy mean better demand growth for paper.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to the Corporate Governance standards as prescribed by the Securities and Exchange Board of India (SEBI), A separate section on Corporate Governance together with a certificate from the Auditors of the Company regarding full compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 1936, Mr. D. R. Mehta and Mr. L,C Sharma are retiring by rotation and, being eligible, offer themselves for re-

appointment at the ensuing Annual General Meeting

or the Company,

The term at appointment or Mr, N.J.K.Pasati as Managing Director will expire on 31st December, 2010, The Board propositi to re-appoint him as Managing Director for a further period of 1 year w.e.f.

1st January, 2011 without any remuneration for which he has consented. The rrsolution for re-appoinment

haw, been put up for approval of the members.

Mr. P.N. Singh has. been appointed as an Additional

Director w.e.f 01st July, 2010 and Mr, Alok Sinha has resigned from the directorship of the Comapny Mr, Alok Sinha was associated with the Company since 2001. The Board placed on record the immense contribution made by Mr. Alok Sinha dining his tenure of a Director.

The Bpard Director recommends their appointmen

re-appointment.

LISTING ON STOCK EXCHANCES

The Equity Shares of the Company are listed at Mumbai and Calcutta Stock Fxthanges. The Companys delisting application with Calcutta Stock Exchange is in process since long.

CORPORATE DEBT RTSTRUCTURING

Your Company has been grarded a Restructuring Package by Corporate Debt Resrucluning (CDR) Cell under the COR Mechanism vide LOA No CDRLABP) No.605/2009-10 date 17.08.2009 for restrucluting

of the existing financial assistance and sanction of additional finance to the Company the CDR Package has been implemented w.e.f. cut-off date i.e 1st April ,2009 by all the Bankers of the Company. Your Directors are very positive and confident that with the help of CPR Package, the Company is in the process of continuing its operations in a more cfficient and cost effective manner making optimum utilization of all its available resources.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuaist to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanations relating to material deparures

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and Mir view or the state of affairs or the Company as at 31st March,2010 and of the Loss of the Company for that year;

iii) proper and sufficient care has been taken for the maintinance of adequate accounting recordsat accordance with provisions of theCompanies Act, 1956 lor safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concent bxisis

COST AUDITORS Purs-uan: to Section 233B of the Companies Act,1956 the Central Government vide their letter no. 52/494/ CAB-2000 dated 23/06/2009 has approved the re appontment of M/s Vijender Sharma Associates, C ost Accountants, Delhi for conducting the cost audit of the paper for the financial year ending itst Mart h, 2010,

AUDITORS

M/s, Singal, Chartered Accountants, New Delhi, the Statfory Auditor of the Company hold Office until the conchision of the forhcoming Annual Ceneral Meeting of the Company and are eligible for re-appoinment ,and all the audit process will be done by this firm only in future. The Company has received a latter from them to the efferd that then appointment if made would be within the preseribed limits u/s 22411(B) of the Companies Act, 1956.

The other joint auditor, M/s A.C.Bhauteria & Co, Chartered Accountants. Kolkata have expressed their unwillingness to be re-appointed as Statutory Auditor from the ensuing Annual General Meeting.

AUDITORS REPORT AND AND BOARDS CLARIFCATION

The notes to the at accounts referred to in the Audiots Report are self explanatory and no further explanation is considered necessary. However, the clariications on the qualifications in the Auditors Report are as under:-

In view of restructuring of debts by the lenders, process improvements carried out for enhancing paper making capacity and operating efficiency, improvement in quality, improving trend in market conditions, business plans, strategies and profitability estimates, the Company is virtually certain of realization of deferred lax assets in future, (refer Note No. 2 of Schedule 19 of Notes on Accounts)

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in respect of above activity required to be disclosed under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

PARTICULARS Of EMPLOYEES

Disclosure of details required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation and assistance provided to the Company by the Bankers and Government as well as non-Government agencies. Your Directors would like to place on record their appreciation to the Companys Shareholders, Customers, Dealers, Business Associates and Suppliers for their continued support to the Company.

The relationship with the employees remained cordial during the year and your Directors place on record their appreciation for the contribution made by the employees at all levels.

For & on behalf of the Board

New Delhi D. R. Mehta N. K. Pasari

14th August, 2010 Director Managing Director

 
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