Directors Report of Cella Space Ltd.
Mar 31, 2023
The Directors have immense pleasure in presenting 32nd Directors Report of your Company together with the Audited Financial Statements and the Auditorsâ Report for the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS:
The summarized financial results for the period under review are as follows: -
|
(Rs.in Lakhs) |
||
|
Particulars |
31st March 2023 |
31st March 2022 |
|
GROSS REVENUE FROM OPERATIONS |
740.50 |
533.91 |
|
NET REVENUE FROM OPERATIONS & OTHER INCOME |
781.51 |
554.20 |
|
PROFIT BEFORE INTEREST & DEPRECIATION |
539.05 |
384.59 |
|
INTEREST |
273.97 |
162.89 |
|
DEPRECIATION |
148.14 |
118.28 |
|
PROFIT BEFORE EXCEPTIONAL ITEM |
116.94 |
103.42 |
|
EXCEPTIONAL ITEM |
- |
- |
|
PROFIT BEFORE TAX |
116.94 |
103.42 |
|
INCOME TAX OF PREVIOUS YEAR |
3.30 |
- |
|
DEFERRED TAX |
- |
- |
|
PROFIT / (LOSS) AFTER TAX |
113.64 |
103.41 |
|
PROFIT/ (LOSS) OF EARLIER YEARS |
||
|
Other Comprehensive Income |
2.03 |
(0.44) |
|
PROFIT / (LOSS) for the year |
115.67 |
102.99 |
STATE OF AFFAIRS OF THE COMPANY/ CHANGE IN NATURE OF BUSINESS:
During the year under review, the Company earned a Net Profit of Rs. 115.67 lakhs against a Net profit of Rs. 102.99 lakhs in the previous year. There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of business.
Due to insufficient divisible profit, the Board of Directors has not recommended any dividend for the financial year 2022-23.
As the company has not declared dividend, due to which your Directors do not propose to transfer any amount to the general reserve of the company during the financial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures) Requirements Regulations, the Management Discussion and Analysis Report is enclosed as Annexure 1.
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companyâs website and can be accessed - www.sreekailas.com.
There is an increase of share capital which was 1,91,51,217 fully paid equity shares valuing Rs.19,15,12,170/- has gone up to 2,01,51,217 fully paid equity shares valuing Rs.20,15,12,170/-
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under section 134(3)(l) of the companies act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):Change in Directorate
The following changes occurred in the directorate of the Company during the period from April 1, 2022 till the date of report:-
? Mr. G Raghavan Gopalaswami (DIN:- 01661856), Independent Director, resigned from the Board of Directors with effect from April 25, 2022 due to his health issues.
? Mr. Kul Bhushan Jain (DIN:-07984364) was appointed as Additional Non Executive Director by the Board of Directors of the Company at their meeting held on February 14, 2022 and he was re-designated as Independent Director by the Board of Directors at their meeting held on May 16, 2022. Subsequently, approval of shareholders was obtained by way of Postal Ballot on June 16, 2022 for his appointment.
? Mr. Venkatasamy Manoharan (DIN:-03271999) was appointed as Additional NonExecutive Director by the Board of Directors of the Company at their meeting held on February 07, 2023 and he was re-designated as Independent Director by the Board of Directors at their meeting held on March 22, 2023. Subsequently, approval of shareholders was obtained by way of Postal Ballot on April 24, 2023 for his appointment.
? Reappointment of Mr. Rajkumar Sivathanu pillai (DIN:01790870) as Managing Director for a period of 5 years with effect from 13th August 2022 at a monthly remuneration of Rs.1,00,000/- subject to applicable TDS
d) Recommendations in the upcoming Annual General Meeting
? Reappointment of Mr. Subramoniam Sivathanu Pillai (DIN:01790968) who retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
? Reappointment of Mr. Visakh Rajkumar (DIN: 07079475) as Whole Time Director of the Company.
Change in Key Managerial Personnel (KMPs)
The following persons constitute KMPs of the Company:-
? Mr. Rajkumar Sivathanu Pillai, Managing Director
? Mr. Visakh Rajkumar, Whole Time Director
? Mr. V N Sridharan, Chief Financial Officer
? Mr. Dhawal Mathur, Company Secretary
Ms. Jiju George, company secretary has resigned on November 24, 2022 and at her place Mr. Dhawal Mathur joined as Company Secretary on February 07, 2023
NUMBER OF MEETINGS OF THE BOARD AND BOARDSâ COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.
|
Meeting |
No. of Meetings during the Financial Year 2022-23 |
Date of the Meeting |
|
Board Meeting |
6 |
16-05-2022 |
|
28-05-2022 |
||
|
25-06-2022 |
||
|
03-08-2022 |
||
|
21-10-2022 |
||
|
07-02-2023 |
||
|
Audit Committee |
4 |
28-05-2022 |
|
03-08-2022 |
||
|
21-10-2022 |
||
|
07-02-2023 |
||
|
Nomination & Remuneration Committee |
3 |
16-05-2022 |
|
03-08-2022 |
||
|
07-02-2023 |
||
|
Share transfer Committee |
- |
- |
|
Stakeholdersâ Grievances Committee |
2 |
03-08-2022 |
|
21-10-2022 |
The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 and loss of the Company for the year ended on that date.
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.
PREVIOUS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES THAT HAVE CEASED TO BE SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES OF THE COMPANY:
No previous subsidiaries/joint ventures/associates companies that have ceased to be subsidiaries/joint ventures/associates companies of the company.
During the financial year 2022-23, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:
No significant and material orders passed by the courts or regulators or tribunals.
The internal financial control mechanism in your Company is commensurate with the size of your Company.
The provisions pertaining to maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICCâ) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.sreekailas.com
During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the Internal Complaints Committee.
Internal Complaints Committee Members
1. Mrs. Rajee Rajkumar - Director
2. Mr. Visakh Rajkumar - Director
The Committee met once in the financial year 2022-23. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors state that during the financial year 2022-23, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.
REPORTING OF FRAUD BY AUDITORS:
The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
? they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule and rules made there under and also with the Listing Regulations
? they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act.
All the existing and new Independent Directors have registered themselves with the Independent Directorâs database maintained by the Institute of Corporate Affairs.
M/s KPR & Company, Chartered Accountants Kochi was reappointed as statutory auditors of the company for a period of 5 years at its AGM held on September 20,2022. The Audit Report submitted by KPR & Company is attached in this Annual Report.
The Board of Directors have appointed M/s. G.V and Associates, (Mrs N Srividhya, Certificate of Practice No.14058), Practicing Company Secretary, as the Secretarial Auditor to conduct audit of secretarial records pertaining to the financial year 2022-23.
The Secretarial Audit Report pertaining to the financial year 2022-23 received from her in accordance with the Act and Rules made there under and Regulation 24A of the Listing Regulations is annexed as Annexure III of the Boardâs Report. The Secretarial Audit Report pertaining to the financial year 2022-23 does not contain any qualification or adverse remarks.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 07.02.2023, without the attendance of Non-Independent Directors and members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.sreekailas.com.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:
|
(Rs. in lakhs) |
||||||
|
S. No |
Name |
Designation |
Remuneration paid. FY 2022-23 |
Remuneration paid. FY 2021-22 |
Increase /Decrease in remuneration from previous year |
Ratio / times per median of employee remuneration |
|
1 |
S Rajkumar |
Managing Director |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
|
2 |
Visakh Rajkumar |
Executive Director |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
|
3. |
V.N. Sridharan |
Chief Financial Officer |
12,00,000 |
12,00,000 |
NIL |
2.38:1 |
|
4 |
Jiju George |
Company secretary |
5,07,000 |
7,80,000 |
NIL |
1:1 |
|
5 |
Dhawal Mathur |
Company secretary |
3,54,167 |
NIL |
NA |
0.70:1 |
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.sreekailas.com
NOMINATION & REMUNERATION POLICY:
In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications, positive attributes, and independence of a director.
2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.
4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.
6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
8. The Non-Executive/ Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boardsâ functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2023 is as follows:
⢠Kul Bhushan Jain - Chairman
⢠N Subramanian - Member
⢠Akhilesh Agarwal - Member
⢠The Company Secretary shall act as the Secretary of the Committee
BOARD OF DIRECTORSâS EXPLANATION OR COMMENTS:
Statutory Audit Report:
No qualification, reservation or adverse remark or disclaimer made by the auditor in his statutory audit report.
Secretarial audit report:
No qualification, reservation or adverse remark or disclaimer made by the auditor in her secretarial audit report.
Your Company is committed to align with good corporate governance practices. A separate report on Corporate Governance is annexed as Annexure I of the Boardâs Report.
PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:
Advances given by the Company is shown as note no.7 of the financial statements. Investments made by the Company is disclosed as note no.6 of the financial statements. Apart from those as stated above, no other loans, guarantees or investments have been made by the Company during the year under review. During the year under review, your Company has not made any investments.
All transactions with related parties are reviewed and approved by the Audit Committee and are in accordance with the Companyâs Policy on Related Party Transactions. SEBI, by way of amendments to the Listing Regulations, has widened the purview of definition of Related Party and overall scope of related parties with effect from April 1, 2022 or unless specified. Accordingly, the Board, on recommendations of Audit Committee, has amended its Policy on Related Party
Transactions to include the amendments notified by SEBI and the same has been published in the Company website, www.sreekailas.com.
Pursuant to Regulation 23 of Listing Regulations, your Company has submitted its statement on related party transactions on consolidated basis to BSE Ltd on half yearly basis within the timeline as specified in the Listing Regulations.
Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Statement of Related Party Transactions in Form AOC-2 is set out as Annexure IV to the Boardâs report.
DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the period under review, there was no instance of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
SECRETARIAL STANDARDS OF ICSI:
In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
No commission was received by directorsâ from holding or subsidiary company.
The Company confirms that it has paid the annual listing fees for the year 2022-23 to the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with effect from 22.08.2023 and 28.08.2023 (both days inclusive).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY
Your company has undertaken all steps to conserve energy.
The Company has taken various efforts in utilizing the maximum available sources of technology and has increased its productivity during the year. There is no major technology absorption or research & development cost incurred during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year under review, there was no instances of inflow or outflow of foreign exchange.
During the period under review, there are no pending unclaimed dividend to be transferred to Investor Education and Protection Fund as the company has not declared dividend since FY 2014-15.
Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.
The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and your Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companyâs website www.sreekailas.com ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu, and Government of kerala during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.
Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.
Mar 31, 2015
The Directors have pleasure in presenting their 24th Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2015
REVIEW OF OPERATIONS 2014-15
In the year under review, the total production was 57571 MT as compared
to the previous financial year production of 77454 MT and thus the
total production fell short by 19883 MT, of which the shortfall in
production of Kraft Paper at Edayar Units is 6552 MT, and Duplex Board
at Chalakkudy Unit is 13331 MT.
The main reason for the shortage of production at Edayar Unit was due
to frequent stoppage and repairs and the downtime of the boiler and
also due to the breakdown of other equipments. Inorder to rectify and
carry out repairs, the Company had a long shutdown.
Chalakkudy Duplex Board Unit production for the Financial Year 2014-15
was 6779 MT. The Unit was closed and operations stopped from 1st
October, 2014. The Company had to close down the operation due to
severe market competative conditions as very many number of Duplex
Board Mills were commissioned in Tamil Nadu in and around consuming
centers mainly Shivakasi. As Tamil Nadu Mills were servicing the
consuming centers at economical prices, the transport charges of our
product was an inhibiting factor which practically resulted in losing
our competitiveness. Further, the Tamil Nadu News Print Limited (TNPL)
is implementing a big Duplex Board Plant Project with a capacity of
1000 tonnes per day, and the same is expected to come into operation
soon. The size and capacity of our Duplex Board Unit at Chalakkudy was
insufficient and inadequate to enjoy economies of large scale operation
and to compete with the Tamil Nadu Mills.
As regards the Kraft Paper, the market conditions were sluggish from
the year 2013-14 which continued affecting the profitability. With the
completion of the repairs and maintenance work of the boiler and other
equipments, the operation of the Kraft Paper Unit have been put into
stable operation from the last Quarter of the financial year under
review. The Company has now taken all possible steps for effecting cost
control and, taking into account the market conditions and sales
realization, the Company has drawn up plans for operation of the Kraft
Paper Unit at 80% capacity to earn reasonable profits in the current
year.
The net loss of the Company for the year ended would have been lesser
by Rs. 191.37 lacs if the REC income were recognized on the unsold
stock (including opening stock) of REC Certificates (12758) as income
at the floor price of Rs. 1500/- fixed by Government.
DIVIDEND
In view of loss, your Directors decided not to recommend payment of
dividend on the equity shares and non convertible cumulative Redeemable
Preference Shares for the financial year under review.
EXPORT PERFORMANCE
Your Company exported 1518.98 MT of paper and paper boards during the
year as compared to 471 MT during the previous year. The export
amounted to Rs.389.65 lacs as against Rs 129.74 lacs in the previous
year.
PROSPECTS
The Company's performance in the first quarter of the current fiscal is
not satisfactory due to the maintenance/ shut of the Power Plant and
Market conditions. With the completion of the repairs and maintenance
work of the boiler and other equipments, the operation of the Kraft
Paper Unit have been put into stable operation from the Second Quarter
of the current financial year. As mentioned above the Company has now
taken all possible steps for effecting cost control and, taking into
account the market conditions and sales realization the Company has
drawn up plans for operation of the Kraft Paper Unit at 80% capacity to
earn, barring unforeseen circumstances, reasonable profits in the
current year.
FINANCIAL PERFORMANCE (Rs./Lacs)
For the For the
year ended year ended
Particulars 31.03.2015 31.03.2014
Sales (Gross) 16405.45 21554.41
Less: Excise Duty 952.86 1247.60
Sales (Net) 15452.59 20306.81
Operation Profit/Loss 287.73 1320.90
Interest and Finance 590.35 685.57
Depreciation 376.81 489.90
Profit Before Tax (679.43) 145.43
Provision for Tax - 29.35
Profit After Tax (1178.14) 116.08
Balance of Profit
brought forward 513.25 512.55
Amount available
for appropriation (664.89) 628.63
Appropriation
General Reserve - -
Proposed Dividend
& tax on Dividend - 115.38
Retained profit
carried
to Balance Sheet (727.31) 513.25
FINANCE
All the repayment and interest commitments were met as per terms of
arrangement with the Banks.
SUBSIDIARY COMPANIES
As of 31st March 2015 the Company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by virtue of
the Company having control on the Board of these Companies. Steps are
being initiated to implement the project with the assistance of
Government / Private parties.
The Board of Directors of the Company at its meeting held on 30.05.2011
decided to avail the exemption under Section 212 of the Companies Act,
1956 pursuant to GC No.2/2011 dated 08.02.2011 issued by the Central
Government. As required in the Circular, the consolidated financial
statements audited by the Statutory Auditors of the Company attached
along with the Annual Reports of the Company. Annual accounts of the
subsidiary companies and the related detailed information would be sent
to those shareholders seeking information in this regard at any point
of time. Further annual accounts of the subsidiary companies would be
available for inspection by any shareholders at the registered office
of the Company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfactory during the
year under review.
CHANGES IN NATURE OF BUSINESS
No significant changes had been made in the nature of the Company
during the financial year.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE
SHEET AND THE DATE OF AUDIT REPORT
No significant material changes and commitments have occurred between
the date of the balance sheet and the date of the audit report.
FINANCE
A) Deposits
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
B) Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial
INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system
commensurate with size of the organization.
The Company has appointed M/s. Pooja A Nayak & Co., Chartered
Accountants, Ernakulam as the Internal Auditor of the Company to
monitor and evaluate the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company and its subsidiary.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
With deep regret we report the sad demise of Mr. A.S. Unny, Chairman
of the Company on 17th May 2015. The Board records their deep
appreciation for the valuable guidance and leadership rendered by Mr.
A.S. Unny, Chairman of the Company.
In terms of Article 83 of the Articles of Association of the Company,
Mrs.E. Kamalam, Director retire on rotation, and being eligible offer
herself for re- appointment. Mr. T S Anantharaman who was appointed as
Independent Director as per SEBI Guidelines is disqualified to act as
Independent Director under the provisions of Companies Act, 2013 and
his appointment is categorized as Director liable for retirement by
rotation. Accordingly he is retiring by rotation and being eligible
offers himself for re-appointment.
In the Annual General Meeting held on 30st September 2014 Dr. A.R.K.
Rao was appointed as Independent Director for a term of one year and he
will be retiring at the ensuing Annual General meeting. The Company has
received requisite notices in writing from members proposing Dr. A.R.K.
Rao for re-appointment as Independent Director for another consecutive
term of one year.
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 Bombay Stock Exchange.
During the period under review, Mrs. Usha Venugopal, was appointed as
Chief Financial Officer of the Company, as one of the Key Managerial
Personnel in compliance with the provisions of Section 203 of the
Companies Act, 2013
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Revised
Clause 49 of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committee.
The manner in which the evaluation has been carried out has been
explained in the Governance Report.
REMUNERATION TO DIRECTORS
The Remuneration paid to the Executive Directors and the Sitting Fees
paid to the Non Executive and Independent Directors are disclosed in
the Extract to the Annual Return i.e Annexure IV to the Board's Report.
AUDIT COMMITTEE
The Audit Committee of the Board was reconstituted on 30-5-2015 and
consists of Mr. Deveshwer Kumar Kapila, Independent Director, Mr.
U.Gururaja Bhat, Independent Director, Dr. A R K Rao, Independent
Director and Mr. S. Giridhar Non Independent Director.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Company consists
of Mr. Deveshwer Kumar Kapila, Independent Director, Dr. S Rajkumar,
Managing Director and Mr. A Padmanabhan, Whole Time Director.
The Committee has taken steps for the preparation of CSR policy,
projects and programs proposed to be undertaken by the Company for
approval of the Board. The Annual Report on CSR Activities for the
Financial Year 2014-15 is annexed at Annexure VII to the Directors
Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was re- constituted on
30-05-2015 and consists of Mr. Deveshwer Kumar Kapila, Independent
Director, Mr. U.Gururaja Bhat, Independent Director, Dr. A R K Rao,
Independent Director and Mr. S. Giridhar Non Independent Director.
REMUNERATION POLICY
The Company's Remuneration Policy for Members of the Board and
Executive Management is annexed at Annexure IIIA to the Directors'
Report. The Company's remuneration policy is directed towards rewarding
performance based on review of achievements periodically. The
remuneration policy is in consonance with the existing industry
practice.
SHAREHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee as from 30th July 2015:
Dr S. Rajkumar,Managing Director
Mr U.G. Bhat, Independent Director
Dr. A R K Rao, Independent Director
Mr. S.Giridhar, Non Executive/ Non Independent Director
AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for reappointment and the proposal has
been placed before you. Necessary certificate has been obtained from
the Auditors as per Sections 139 and 141 of Companies Act, 2013
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, the foreign exchange earned by the
Company by way of exports proceeds is Rs. 389.65 lacs. The foreign
exchange outgo for the company for import purchases Rs. 5831.15 lacs
PARTICULARS UNDER SECTION 134 Conservation of Energy, Technology
Absorption Statement of particulars under Section 134 (3) (m) of the
Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014, is annexed as
Annexure - I
Particulars of Employees
None of the employees of the Company are coming under the provisions of
Section 197(12) of the Companies Act, 2103, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
CORPORATE GOVERNANCE
The Company's Equity Shares are listed with Bombay Stock Exchange. The
Company has implemented all the mandatory provisions of Clause 49 of
the Listing Agreement relating to the Corporate Governance. The Report
on Management's Discussion and Analysis and Report on Corporate
Governance are forming part of Directors' Report and are annexed as
Annexure -II and Annexure  III respectively. As required by the
Listing Agreement, an Auditors' Certificate on Corporate Governance and
a Declaration by the Vice Chairman and Managing Director with regard to
Code of Conduct are attached to the said Report. Further, as required
by Clause 49 of the Listing Agreement, a Certificate, duly signed by
the Vice Chairman and Managing Director and CFO, was submitted to the
Board of Directors on the financial statements and cash flow statement
of the Company for the year ended March 31, 2015 at the Meeting held on
May 30, 2015.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT 9, of the Company is annexed as
Annexure IV to this Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
for approval. Further prior approval of the Shareholders of the Company
at the Annual General Meeting dated 30th September, 2014 has been taken
for the business related transactions entered into with the Related
Parties during the year.
Particulars of contract or arrangements with related parties is annexed
in Form AOC 2 as Annexure V.
SECRETARIAL AUDITOR
The Board has appointed M/s. Lakshmmi Subramonian & Associates,
Practising Company Secretary, to conduct Secretarial Audit for the
financial year 2014- 15. The Secretarial Audit Report for the financial
year ended March 31, 2015 is annexed herewith marked as Annexure VI to
this Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In accordance with Section 177 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement, the Company has constituted a
Whistle Blower Policy Vigil Mechanism to establish a vigil mechanism
for the Directors and employees to report genuine concerns in such
manner as may be prescribed and to report to the management instances
of unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct.
The detail of the Whistle Blower Policy has been posted on the website
of the Company, www.sree kailas.com
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies
Act, 2013 Directors report that:
1. In the preparation of the annual accounts for the financial year
ended 31st March 2015 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The Directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 close of the
Company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the Annual Accounts for the financial
year ended 31st March 2015 on a 'going concern' basis.
5. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
6. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
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) Details relating to deposits covered under Chapter V of the Act.
2) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4) Neither the Managing Director nor the Whole Time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5) No significant or material orders were passed by the Regulators or
Courts or Tribunal which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
ACKNOWLEDGEMENT
The Board places on record, its appreciation for the cooperation and
support received from shareholders, customers, suppliers, employees,
government authorities and banks.
By and on behalf of the Board of Directors
Sd/-
Cochin -16 Deveshwar Kumar
Kapila
Date :30/7/2015 Chairman
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their 23rd Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2014
REVIEW OF OPERATIONS 2013-14
In the year under review, while the Duplex Board unit maintained almost
the same production as in last year, the Kraft paper unit at Edayar
operated in an uncertain environment affected by machinery breakdown,
stoppage by power interruptions and process related problems and
thereby total production for the year was 77454Mt a short fall of
Rs.2800 Mt compared to last year''s production. Revenue too decreased
to Rs 116.08 lakhs from Rs 469.12 lakhs
The market is sluggish which hindered much from increasing sales price
in consonance with increase in cost of production due to increase in
cost of imported raw material on account of Dollar exchange rate. There
was a loss of Rs.62 lakhs towards foreign currency fluctuation
The expected savings /benefits in power cost from Boiler and power
plant operations could not be achieved as there were frequent outage
due to refractory failure/repair.
As accredited by ANERT,the company is eligible for benefits under REC
with effect from the third quarter of fiscal 2013 and around 8000
certificates were accrued in the financial year and 2800 certificates
sold.
The net profits of the Company for the year end would have been higher
by Rs.106.5 lakhs if REC income were recognized on the unsold stock
(including opening stock) of REC certificates ( (7100) as income at the
floor price of Rs 1500/- fixed by Government
DIVIDEND
Your directors, despite cash constraint, have recommended a dividend of
6% ie Rs,0.60 per equity share for the financial year ended 31-3-2014.
The dividend payout for the year under review has been formulated in
accordance with shareholders aspirations and the Company''s policy to
pay uninterrupted dividend
EXPORT PERFORMANCE
Your company exported 471 MT of paper and paper boards during the year
as compared to 298 Mt during the previous year. The export amounted
Rs.129.74 lacs as against Rs 78.39 lacs in the previous year.
PROSPECTS
The company''s performance in the first quarter of the current fiscal
is not satisfactory due to the maintenance/shut of the Power plant .
With the completion of Annual maintenance the Company is expecting to
improve production at Edayar plant at least by 10% to 15% in the
ensuing quarters. This will result in better efficiencies of operation.
With the renewable energy certificates (RECs) the Company hopes to save
energy cost besides improving the bottom line by encashment of RECs
that are accumulated. Thus barring unforeseen circumstances, your
Company expects to do better in the current year
FINANCIAL PERFORMANCE (Rs. Lacs)
For the For the
year ended year ended
Particulars 31.03.2014 31.03.2013
Sales (Gross) 21554.41 21743.16
Less : Excise Duty 1247.6 1261.37
Sales (Net) 20306.81 20481.79
Operating Profit 1320.9 1938.56
Interest and Finance 685.57 715.32
Depreciation 489.9 502.70
Profit before tax 145.43 720.54
Provision for tax 29.35 251.42
Profit after tax 116.08 469.12
Balance of profit
brought forward 512.55 431.87
Amount available for
appropriation 628.63 900.99
Appropriation
General Reserve 0.00 100.00
Proposed dividend
& tax on dividend 115.38 288.44
Retained profit carried
to Balance sheet 513.25 512.54
FINANCE
All the repayment and interest commitments were met as per terms of
arrangement with the Banks.
During current year the Company has raised share capital by an amount
of Rs 10 (Ten)crores by way of allotment of 1 (one) crore 11.25% Non
convertible Cumulative Redeemable preference shares of Rs.10/- each to
Kerala State Industrial Development Corporation Limited.
SUBSIDIARY COMPANIES
As of 31st March 2014 the company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by virtue of
the Company having control on the Board of these companies. Steps are
being initiated to implement the project with the assistance of
Government / Private parties.
The Board of directors of the company at its meeting held on 30.05.2011
decided to avail the exemption under section 212 of the Companies Act,
1956 pursuant to GC No.2/2011 dated 08.02.2011 issued by the Central
Government. As required in the Circular, the consolidated financial
statements audited by the Statutory Auditors of the company attached
along with the Annual Reports of the company. Annual accounts of the
subsidiary companies and the related detailed information would be sent
to those shareholders seeking information in this regard at any point
of time. Further annual accounts of the subsidiary companies would be
available for inspection by any shareholders at the registered office
of the company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfactory during the
year under review.
INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system
commensurate with size of the organization.
BOARD OF DIRECTORS
With deep regret we report the sad demise of Sri. S. Sivathanu Pillai
Founder Director and Chairman of the Company on 25th June 2014. The
Board records their deep appreciation for the valuable guidance and
leadership rendered by Sri. S. Sivathanu Pillai as Director/Chairman of
the Company since inception.
In terms of Article 83 of the Articles of Association of the Company,
Mr. S. Subramonian Director and Sri. S. Giridhar Director retire on
rotation, and being eligible offer themselves for re-appointment.
Sri.N. Rajagopal Pai, Whole-time Director, Operations resigned from
Board with effect from 31-10-2013
Sri. N. Purushothama Prabhu was appointed as Additional Director at the
meeting of the Board of Directors held on 31-10-2013. In accordance
with the provisions of Companies Act 1956 he would hold office of
Director upto the date of ensuing Annual General Meeting. The Board
also appointed him as Whole-time Director-Operations of the Company for
a period of one year w.e.f. 7-11-2013 to 6-11-2014. The Company has
received a notice in writing from a member proposing the candidature of
Mr. N. Purushothama Prabhu for the office of the Director along with a
deposit as required under the Companies Act 2013
Sri. A.S. Unny, Sri. D.K. Kapila, Sri. U.G. Bhat, and Dr. A.R.K. Rao
were appointed as Independent Directors under Clause 49 of Listing
Agreement and will retire at the ensuing Annual General meeting. The
Company has received requisite notices in writing from members
proposing Sri. A.S. Unny, Sri. D.K. Kapila, Sri. U.G. Bhat and Dr.
A.R.K. Rao 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 Bombay Stock Exchange.
AUDIT COMMITTEE
The Audit Committee of the Board was reconstituted on 30-5-2014 and
consists of Non-Executive Independent Directors Viz: Sri. A.S. Unny,
Sri. Deveshwer Kumar Kapila, Sri. U.Gururaja Bhat and Sri. S. Giridhar
Non Independent Director
SHAREHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee
Sri A.S. Unny Independent Director
Dr S. Rajkumar Managing Director
Sri U.G. Bhat Independent Director
Sri S.Giridhar Non Executive/Non Independent Director
As required under the provisions of Companies Act, 1956, the ''
Shareholders Relationship Committee'' was constituted by the Board on
30-5-2014 after dissolution and merging ''Investors grievance
Committee''. The ''Shareholder''s Relationship Committee'' is
primarily responsible to consider and review all matters connected with
the Company''s transfer of securities and redressal of
shareholders/investors/security holders'' complaints and resolve the
grievances of security holders of the Company.
AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for reappointment and the proposal has
been placed before you. Necessary certificate has been obtained from
the Auditors as per section 139 and 141 of Companies Act 2013
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, the foreign exchange earned by the
company by way of exports proceeds is Rs. 129.74 Lacs. The foreign
exchange outgo for the company for import purchases - Rs.4967.26 lacs
PARTICULARS UNDER SECTION 217
Conservation of Energy, Technology Absorption
Statement of particulars under section 217(1) (e) of the Companies Act,
1956 are annexed as Annexure -I
Particulars of Employees
None of the employees of the company coming under the provisions of
section 217(2A) of the Companies Act,1956. Details of managerial
remuneration are disclosed in Notes on Accounts - Schedule 23 (Point
No. 2) forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company''s Equity Shares are listed with Bombay Stock Exchange.
The Company has implemented all the mandatory provisions of Clause 49
of the Listing Agreement relating to the Corporate Governance. The
Report on Management''s Discussion and Analysis and Report on
Corporate Governance are forming part of Directors'' Report and are
annexed as Annexure -II and Annexure - III. As required by the Listing
Agreement, an Auditors'' Certificate on Corporate Governance and a
Declaration by the Vice Chairman and Managing Director with regard to
Code of Conduct are attached to the said Report. Further, as required
by Clause 49 of the Listing Agreement, a Certificate, duly signed by
the Vice-Chairman and Managing Director and General Manager-Finance,
was submitted to the Board of Directors on the financial statements and
cash flow statement of the Company for the year ended March 31, 2014 at
the Meeting held on May 30, 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 Directors report that
1. In the preparation of the annual accounts for the financial year
ended 31st March 2014 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The directors had selected such accounting policies and applied them
consistently and made judgment and estimates that were 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 of the
company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The directors had prepared the Annual Accounts for the financial
year ended 31st March 2014 on a ''going concern'' basis.
ACKNOWLEDGEMENT
The Board places on record, its appreciation for the cooperation and
support received from shareholders, customers, suppliers, employees,
government authorities and banks.
By and on behalf of the Board of Directors
Sd/-
Cochin-16 A.S. Unny
Date:14/8/2014 CHAIRMAN
Mar 31, 2013
The Directors have pleasure in presenting their 22nd Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2013
REVIEW OF OPERATIONS 2012-13
In a year of economic uncertainties, your company posted a modest
performance in fiscal 2013. The company''s production and sales were
marginally better at 80553 MT ( 2.6%) and 80796 MT ( 3.5%)
respectively. Revenue too increased 3.6% to Rs 205 cr. Nonetheless,
profit margin came under pressure dragging the operating profit
(EBITDA) to Rs 19 cr (-7.7%). Profit at the net level stood at Rs 4.69
cr (-29%). A noteworthy aspect of fiscal 2013 was that the company
closed the year with just a day''s stock of finished goods.
The boiler and power plant, commissioned towards the end of previous
fiscal, stabilized during the year under review and produced 81.41 lacs
units in the year catering to almost 28% of the total power requirement
of the company''s Kraft paper units at Edayar. This indeed helped the
company to contain the power cost at the time of power restriction/cuts
in the state of Kerala. Further, the Krima disperser system installed
as part of modernization in last year helped the company to make spec
free paper attracting the customers in high-end market.
The installation of krima disperser system at the paper mill and
commissioning of the power plant in the previous year helped the
company to achieve higher capacity utilization (78%) and better product
quality in fiscal 2013. This also enabled the company to get a
slightly better realization despite recessionary conditions in the
market.
The Renewable Energy Project of the company was accredited by ANERT on
16th November 2012 and registered with Renewable Energy Certificate
(REC) Registry on 12th December 2012. The company is eligible for
benefits under REC with effect from the third quarter of fiscal 2013
and around 2000 certificates were accrued in the financial year, which
has not been sold. The net profit of the company for the year end
would have been higher by Rs. 20 lacs if REC Income where recognised as
income at the floor price of Rs. 1500 fixed by the government.
DIVIDEND
Under the trying circumstances, your directors have recommended a
dividend of 15% which yields an annual return of about 8% on the
current market price of the company''s share.
FINANCIAL PERFORMANCE
(Rs./Lacs)
For the For the
year ended year ended
Particulars 31.03.2013 31.03.2012
Revenue from operation 20509.29 19800.66
Other Income 56.20 36.65
Total Income 20565.49 19837.31
Operating Profit 1943.58 2105.89
Finance Cost 720.34 574.37
Depreciation & Amortisation 502.70 423.95
Profit before tax 720.54 1107.57
Provision for tax 251.42 447.24
Profit after tax 469.12 660.33
Balance of profit
brought forward 431.87 272.69
Amount available
for appropriation 900.99 933.02
Appropriation
General Reserve 100.00 100.00
Proposed dividend
& tax on dividend 288.44 401.15
Retained profit carried
to Balance sheet 512.55 431.87
PROSPECTS
The company''s performance in the first quarter of the current fiscal is
satisfactory. With the renewable energy certificates (RECs), the
company hopes to save energy cost besides improving the bottom line at
the time of encashment of the RECs that have been accumulated since
December 2012. Thus, barring unforeseen circumstances, your company
expects to do better in the current year.
FINANCE
All the repayment and interest commitments were met as per terms of
arrangement with the Banks.
SUBSIDIARY COMPANIES
As of 31st March 2013 the company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by virtue of
the Company having control on the Board of these companies. Steps are
being initiated to implement the project with the assistance of
Government / Private parties.
The Board of directors of the company at its meeting held on 30.05.2011
decided to avail the exemption under section 212 of the Companies Act,
1956 pursuant to GC No. 2/2011 dated 08.02.2011 issued by the Central
Government. As required in the Circular, the consolidated financial
statements audited by the Statutory Auditors of the company attached
along with the Annual Reports of the company. Annual accounts of the
subsidiary companies and the related detailed information would be sent
to those shareholders seeking information in this regard at any point
of time. Further annual accounts of the subsidiary companies would be
available for inspection by any shareholders at the registered office
of the company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfactory during the
year under review.
INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system
commensurate with size of the organization.
BOARD OF DIRECTORS
Mr. S. Sivathanupillai, relinquished his post as Chairman w.e.f
30/5/2013 and continues in the Board as Director of the company. The
board records their appreciation for the valuable guidance and
leadership rendered by Mr. S. Sivathanupillai as Chairman of the
company since inception.
Mr. A.S. Unni, independent director elected as Chairman of the Board
w.e.f 30/5/2013.
Mr. N. Ravidranathan ceased to be Director w.e.f 31/1/2013 upon
resignation. Board records their appreciation for the valuable guidance
and services rendered by Mr. N. Ravidranathan since inception of the
company  especially in setting up of the Kraft Paper Unit 1 and 2 at
Edayar and Duplex Board Unit at Chalakudy - as Director of the Company
Mr. N. Rajagopal Pai was appointed as an additional Director at the
meeting of the board of Directors held on 31/1/2013. In accordance with
the provisions of Companies Act, 1956 he would hold office of Director
upto the date of ensuing Annual General Meeting. The Board also
appointed him as Whole Time Director  operations of the company for a
period of 15 months w.e.f 1/2/2013 to 30/4/2014. The Company has
received a notice in writing from a member proposing the candidature of
Mr. N. Rajagopal Pai for the office of the director along with a
deposit as required under the Companies Act, 1956
In accordance with Article 83 of the Articles of Association of the
Company, Mr. S. Giridhar, Mr. U.G. Bhat and Mrs. E. Kamalam directors
of the Company retire on rotation, and they being eligible offer
themselves for re-appointment.
AUDIT COMMITTEE
The Audit Committee of the Board consists following Independent
Directors, viz., Mr. A.S. Unni, Mr. Deveshwer Kumar Kapila, Mr. N.
Ravidranathan (upto 31/1/2013), Mr. U.G Bhat (w.e.f 30/5/2013) and Mr.
S. Sivathanupillai, Non-Independent Director.
AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for re-appointment and the proposal has
been placed before you. Necessary certificate has been obtained from
the Auditors as per section 224(1) of the Companies Act, 1956.
COST AUDIT
Pursuant to the provisions of Section 233 B of the Companies Act 1956,
the Central Government issued an order dated 3rd May 2011, by which
audit of the Cost Accounts maintained by the Company has been made
mandatory for every financial year commencing on or after 1st day of
April 2011 through an auditor with the qualification prescribed in
Section 233B (1) of the Companies Act, 1956. The Company has with the
approval of Central Government appointed M/s. BBS & Associates, Cochin
as Cost Auditors of the Company to conduct the audit of cost accounts
maintained by the Company. The due date for filing the Cost Audit
Reports is 30th September, 2013
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, the foreign exchange earned by the
company by way of exports proceeds is Rs. 84.71 Lacs. The foreign
exchange outgo for import purchases is Rs. 4878.95 lacs.
PARTICULARS UNDER SECTION 217
Conservation of Energy, Technology Absorption
Statement of particulars under section 217(1) (e) of the Companies Act,
1956 are annexed as Annexure - I
Particulars of Employees
None of the employees of the company coming under the provisions of
section 217(2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE
The Company''s Equity Shares are listed with Bombay
Stock Exchange. The Company has implemented all the mandatory
provisions of Clause 49 of the Listing Agreement relating to the
Corporate Governance. The Report on Management''s Discussion and
Analysis and Report on Corporate Governance are forming part of
Directors'' Report and are annexed as Annexure -II and Annexure  III.
As required by the Listing Agreement, an Auditors'' Certificate on
Corporate Governance and a Declaration by the Vice Chairman and
Managing Director with regard to Code of Conduct are attached to the
said Report. Further, as required by Clause 49 of the Listing
Agreement, a Certificate, duly signed by the Vice- Chairman and
Managing Director and General Manager Finance , was submitted to the
Board of Directors on the financial statements and cash flow statement
of the Company for the year ended March 31, 2013 at the Meeting held on
May 30, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 Directors report that
1. In the preparation of the annual accounts for the financial year
ended 31st March 2013 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of
the company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The directors had prepared the Annual Accounts for the financial
year ended 31st March 2013 on a ''going concern'' basis.
ACKNOWLEDGMENT
The Board places on record, its appreciation for the co- operation and
support received from shareholders, customers, suppliers, employees,
government authorities and banks.
By and on behalf of the Board of Directors
Sd/-
Cochin - 16 A.S. Unni
Date : 31.07.2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting their 21st Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2012
1. REVIEW OF OPERATIONS 2011-12
In a year of economic slowdown, your company posted satisfactory
working performance in fiscal 2012. Whereas the company's production
and sales were marginally up at 78509 MT and 78034 MT respectively,
revenue increased 8.2% to Rs 198 crores. Notwithstanding a forex
(fluctuation) loss of about Rs 99 lacs, the company's operating
profit grew more than 13 % to Rs 22 crores.
The commissioning of the boiler and Power Plant Project towards the end
of the year resulted in higher interest and depreciation which, coupled
with a prior-year tax provision of Rs 84 lacs, put pressure on the
bottom line. The company netted a marginally lower profit of Rs 6.60
crores for the fiscal. Nevertheless, hoping to reap the benefits of the
modernization-cum-expansion from the current year, the directors have
proposed to maintain the dividend.
The company completed the modernization-cum- expansion programme during
the year by commissioning 22-TPD boiler project, 2 MW Power Plant
project, Press and Steam condensate system at Kraft Paper Unit-1 and
Krima disperser (fibre treatment plant) at Kraft Paper Unit-2. On
completion of the expansion, the company's rated capacity has
increased by 18150 MT making the total capacity to more than 1 lac MT
per annum. The company's gross fixed assets had an addition of Rs. 26
crores during the year on account of the modernization-cum-expansion.
2. FINANCIAL PERFORMANCE (Rs/Lacs)
For the For the
year ended year ended
Particulars 31.03.2012 31.03.2011
Revenue from operation 19800.66 18307.19
Other Income 36.65 49.55
Total Income 19837.31 18356.74
Operating Profit 2204.89 1950.13
Finance Cost 574.37 482.94
Depreciation &
Amortisation 423.95 414.44
Profit before tax 1023.57 1052.75
Provision for tax 363.24 351.42
Profit after tax 660.33 701.33
Balance of profit
brought forward 272.69 123.85
Amount available
for appropriation 933.02 825.18
Appropriation
General Reserve 100.00 150.00
Proposed dividend
& tax on dividend 401.15 402.49
Retained profit carried
to Balance sheet 431.87 272.69
3. FINANCIAL HIGHLIGHTS PARAMETERS FY '12 FY '11
Gross Block (Rs.lacs) 10358 7748
Installed Capacity 103150 85000
Production (MT) 78509 77386
Capacity Utilisation% 76 91
Sales Quantity (Mt) 78034 77381
Average Realisation
Rs per MT 25364 23640
Net Sales (Rs. Lacs) 19792 18293
Profit Before Tax
(Rs. Lacs) 1024 1053
Profit After Tax
(Rs. lacs) 660 701
Dividend (%) 21 21
4. OPERATIONAL HIGHLIGHTS
- Modernization boosted the rated capacity more than 21%, from 85000
MT to 103150 MT.
- Net Sales increased 8.2% largely on account of better realization
which improved 7.3%, from Rs 23,640 to Rs 25,364 per tonne.
- Efficient working capital management reflected by shorter debtor
turnaround time (47 days in FY'12 as compared to 49 days in FY'11).
5. PROSPECTS
The Company's performance so far in the quarter ending 30th June 2012
is satisfactory. The Company expects an increase in the production
volume in this year in light of completion of expansion project.
Moreover the Boiler and Turbine installed during the end of the year
were also stabilized during the first quarter of current fiscal.
Further on generation of power, the company can reduce the drawing of
power from KSEB. In addition that company is focusing on more energy
saving measures during the year. Your Board is taking all possible cost
controlling measures in order to neutralize the loss of profit to the
minimum as far as possible. Thus barring unforeseen circumstances,
Company expects substantial improvement in sales and performance and to
achieve very good results for the current year.
6. FINANCE
During the year the Company has been availed Rs. 1835.49 lacs as Term
Loan from banks. All the repayment and interest commitments were met as
per terms of arrangement with the Banks.
7. DIVIDEND YIELD
Your directors have recommended a dividend of 21% which yields an
attractive return of around 9% on the year-end price of the company's
share (Rs 23.45).
8. EXPORT PERFORMANCE
Your company exported 846 MT of paper and paper boards during the year
as compared to 1758 Mt during the previous year. The export amounted
Rs. 212.82 lacs as against Rs 383.08 lacs in the previous year.
9. SUBSIDIARY COMPANIES
As of 31st March 2012 the company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by virtue of
the Company having control on the Board of these companies. Steps are
being initiated to implement the Hydro Projects with the assistance of
Government / Private parties.
The Board of directors of the company at its meeting held on 30.05.2011
decided to avail the exemption under section 212 of the Companies Act,
1956 pursuant to GC No.2/2011 dated 08.02.2011 issued by the Central
Government. As required in the Circular, the consolidated financial
statements audited by the Statutory Auditors of the company attached
along with the Annual Reports of the company. Annual accounts of the
subsidiary companies and the related detailed information would be sent
to those shareholders seeking information in this regard at any point
of time. Further annual accounts of the subsidiary companies would be
available for inspection by any shareholders at the registered office
of the company.
10. INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfactory during the
year under review.
11. INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system
commensurate with size of the organization.
12. BOARD OF DIRECTORS
In accordance with Article 83 of the Articles of Association of the
Company, Mr. S. Subramoniam, Mr. Deveshwer Kumar Kapila and Dr.A.R.K
Rao directors of the Company retire on rotation, and they being
eligible offer themselves for re-appointment.
13. AUDIT COMMITTEE
The Audit Committee of the Board consists of four members and all of
them are Non Executive Directors, viz., Mr.A.S.Unni, Mr.Deveshwer Kumar
Kapila, Mr.N.Ravidranathan and Mr.S.Sivathanupillai. Mr.A.S.Unni is
the Chairman of the Audit Committee.
14. AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for re- appointment and the proposal
has been placed before you. Necessary certificate has been obtained
from the Auditors as per section 224(1) of the Companies Act, 1956.
15. COST AUDIT
Pursuant to the provisions of Section 233 B of the Companies Act 1956,
the Central Government issued an order dated 3rd May 2011, by which
audit of the Cost Accounts maintained by the Company has been made
mandatory for every financial year commencing on or after 1st day of
April 2011 through an auditor with the qualification prescribed in
Section 233B (1) of the Companies Act, 1956.The Company has with the
approval of Central Government appointed M/S BBS & Associates, Cochin
as Cost Auditors of the Company to conduct the audit of cost accounts
maintained by the Company . The due date for filing the Cost Audit
Reports is 30th September, 2012.
16. FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, the foreign exchange earned by the
company by way of exports proceeds is Rs. 214.07 Lacs. The foreign
exchange outgo for the company for were for import purchases (includes
Rs. 182.93 lacs paid through buyers credit) - Rs. 5315.03 lacs,
travelling expenses - Rs. 0.35 lacs and Export Claim - Rs. 4.22 lacs
17. PARTICULARS UNDER SECTION 217 Conservation of Energy, Technology
Absorption
Statement of particulars under section 217(1) (e) of the Companies Act,
1956 are annexed as Annexure -I Particulars of Employees None of the
employees of the company coming under the provisions of section 217(2A)
of the Companies Act,1956.
18. CORPORATE GOVERNANCE
The Company's Equity Shares are listed with Bombay Stock Exchange.
The Company has implemented all the mandatory provisions of Clause 49
of the Listing Agreement relating to the Corporate Governance. The
Report on Management's Discussion and Analysis and Report on
Corporate Governance are forming part of Directors' Report and are
annexed as Annexure - II and Annexure - III. As required by the Listing
Agreement, an Auditors' Certificate on Corporate Governance and a
Declaration by the Vice Chairman and Managing Director with regard to
Code of Conduct are attached to the said Report. Further, as required
by Clause 49 of the Listing Agreement, a Certificate, duly signed by
the Vice- Chairman and Managing Director and General Manager- Finance ,
was submitted to the Board of Directors on the financial statements and
cash flow statement of the Company for the year ended March 31, 2012 at
the Meeting held on May 26, 2012.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 Directors report that
1. In the preparation of the annual accounts for the financial year
ended 31st March 2012 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of
the company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The directors had prepared the Annual Accounts for the financial
year ended 31st March 2012 on a 'going concern' basis.
20. ACKNOWLEDGEMENT
The Board places on record ,its appreciation for the co- operation and
support received from shareholders, customers, suppliers, employees,
government authorities and banks.
By and on behalf of the
Board of Directors
Sd/-
Cochin - 16 S. Sivathanu Pillai
Date : 30.07.2012 CHAIRMAN
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their 20th Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2011
REVIEW OF OPERATIONS 2010-2011
During the year, the company's production increased by about 7.59%,
from 71 926 MT to 77385 MT on account of our continuous modernization
efforts. Capacity utilization improved from 85 % to 91 %.
The gross turnover was Rs. 1 9082 lakhs for the year under review, as
compared to Rs. 14753 lakhs in the previous year. Net Sales surged by
29% on account of better realization which improved 20%, from Rs 19656
to Rs 23640 per tonne.
After absorbing interest/financing charges and depreciation of
Rs.485.57 lakhs and Rs.376.17 lakhs respectively, the profit before tax
was Rs. 1052.75 lakhs as compared to Rs.706.96 lakhs in the previous
year. Pre-Tax profit climbed 49% as interest burden was reduced by 5.7%
, from Rs.515.14 lakhs to 485.57 lakhs. Prof it after Tax of the
company for the year ended March 2011 rose sharply, by 51 %, to reach
Rs.701.33 lakhs as compared to Rs.464.43 lakhs in the previous year,
reflecting an improvement of 55 basis points in Net Profit Margin.
Return of capital employed improved by 5.03% and Return on Net worth
increased by 2.82%.
Fixed assets added to the Company's Gross Block during the year under
review was Rs.844.59 lakhs. Productive Assets (Gross Block) increased
by about 12% on account of modernization, which is partly financed by
availing term loans from banks. Term loans availed from the banks
during the year is Rs. 783.64 lakhs.
Efficient working capital management reflected by shorter debtor
turnaround time has also contributed in reducing the finance cost.
FINANCIAL PERFORMANCE (Rs Lakhs)
For the For the
year ended year ended
Particulars 31.03.2011 31.03.2010
Sales (Gross) 19081.82 14753.18
Less : Excise Duty 788.99 601.14
Sales ( Net) 18292.83 14152.04
Operating Profit 1914.49 1564.61
Interest and Finance 485.57 515.14
Depreciation 376.17 342.51
Profit before tax 1052.75 706.96
Provision for Tax 351.42 242.31
Income Tax provision
w/off/(w/back) O.00 0.22
Profit after tax 701.33 464.43
Balance of profit
brought forward 123.85 100.98
Amount available
for appropriation 825.18 565.41
Appropriation
General Reserve 150.00 100.00
Proposed dividend
& tax on dividend 402.49 341.56
Retained profit carried
to Balance sheet 272.69 123.85
FINANCIAL HIGHLIGHTS
PARAMETERS 2010-11 2009-10
Gross Block (Rs./Lakhs) 7748.46 6918.93
Average Realization Rs.
Per tonne 23640 19656
Production (MT) 77385 71926
Capacity utilization % 91 85
Net Sales (Rs.Lakhs) 18292.83 14152.04
Profit before tax
(Rs.Lakhs) 1052.75 706.96
Profit after tax
(Rs.Lakhs) 701.33 464.43
Net Profit Margin (%) 3.83 3.28
Return on Net Worth (%) 17.74 12.71
Return on Capital
Employed (%) 9.84 7.02
Dividend (%) 21 18
FINANCE
All the repayment and interest commitments were met as per terms of
arrangement with the Banks.
SHAREHOLDER RETURN
The company paid an interim dividend of 8% during the year. Including
the proposed final dividend of 13%, total dividend for the fiscal 2011
amounted to 21 % (Rs 2.10 per share) as against 18% last year. This
yields an impressive return of more than 8% on the average price of the
company's share (Rs 25.70) during the financial year.
Whereas Sensex and overall market gained about 10% each in fiscal 2011,
Sree Sakthi Paper scrip fetched a capital appreciation of more than
38%.
DEVELOPMENTAL PLANS
The Company has scheduled its expansion-cum- modernization plans in a
phased manner. Technology up- gradation projects were already completed
and certain other projects are on progressing stages. The details of
which are given below;
Twin Wire Technology at Kraft paper Unit I
The Unit upgraded to twin wire technology along with additional dryers
in August 2010 and the modernization had enabled the Unit for
improvement in production and profit margins partly in the FY 2010-1 I.
Full year benefits on account of modernization of this Unit will accrue
from FY 201 1-12 onwards. Modernization helped to upgrade and improve
the quality of the products to meet the requirements in the medium
segment of the Industry.
Triple Wire Technology at Kraft paper Unit 2
The Unit upgraded to triple wire technology from twin wire technology
in October 2010. The up-gradation along with adding of dryers embarked
improvement in production volume and profitability in the year under
review. Full year benefit on account of the up-gradation in the
technology will accrue from FY 2011-12 onwards. Modernization enabled
the Unit to upgrade and improve the quality of the products to meet the
requirements in the high end segment of the industry.
Fiber treatment at Kraft Paper Unit -2
As indicated in the last year, the company imported Krima Disperser
Equipment from Sweden. The equipment was imported at 3% Concessional
duty under EPCG Scheme. The equipment is meant for dispersing
contaminants like wax, bitumen, ink spots, stickers, etc. in the pulp
in the stock preparation process. The addition of dryers at the Kraft
Paper units , enables the higher production and due to this steam
constraint was occurred . Hence the commissioning of krima disperser is
rescheduled along with the Boiler Project. Now the installation work is
progressing and expected to be completed before the 2nd quarter in FY
2011-12.
Captive power - Co-generation Plant
As decided, the Boiler cum Cogeneration Project at Kraft Paper Units is
going as per the schedule. Civil design and excavation works already
completed and the part of the boiler and turbine equipments already
reached at the factory. The Project expected to complete in the 3rd
Quarter of FY 2011-12. The project will be helpful to the company to
meet its steam requirement and will also cater to about 30 - 40% power
requirement. By Installation of new boiler, there will be improvement
in the steam pressure and improve drying capacity by 15%.
Press and Steam and Condensate Systems at Kraft Paper Unit I
As part of modernization program , the installation of Press and Steam
& Condensate System in Kraft Paper Unit I are also scheduled in FY
2011-12 and expected to complete the same by 3rd Quarter of FY 2011-12.
The improvement of production volume by 10% is expected on account of
this.
Carbon credit through Methane Recovery Project
As reported in the last year, the detailed engineering work of the
project was entrusted with M/s.KITCO, ieading enginerring consultancy
orgainsation at Cochin.Their reports have been received and the same
being examined.
Small Hydro Projects
As reported in the previous year's Report, Your company is pursuing
with Government of Kerala for assistance in connection with the land
acquisition for the hydro-electric projects.
EXPORT PERFORMANCE
Your company exported 1786 MT of paper and paper boards during the year
as compared to 744 MT during the previous year. The export amounted
Rs.383.08 lakhs as against Rs 147.61 lakhs in the previous year.
SUBSIDIARY COMPANIES
As of 31st March 201 I the company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by virtue of
the Company having control on the Board of these companies.
The Board of directors of the company at its meeting held on 30.05.2011
decided to avail the exemption under section 212 of the Companies Act,
1956 pursuant to GC No.2/ 2011 dated 08.02.2011 issued by the Central
Government. As required in the Circular , the consolidated financial
statements audited by the Statutory Auditors of the company attached
along with the Annual Reports of the company. Annual accounts of the
subsidiary companies and the related detailed information would be sent
to those shareholders seeking information in this regard at any point
of time. Further annual accounts of the subsidiary companies would be
available for inspection by any shareholders at the registered office
of the company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfactory during the
year under review.
INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system
commensurate with size of the organization.
BOARD OF DIRECTORS
In accordance with Article 83 of the Articles of Association, of the
Company, Mr.S. Sivathanupillai, Mr.A.S. Unni, and Mr. N.
Ravindranathan, directors of the Company retire on rotation, and they
being eligible offer themselves for re- appointment.
Mr.T.S.Anantharaman was appointed as an additional director at the
meeting of the Board of Directors of the companyheid on 30.05.2011. In
accordance with the provisions of the Companies Act, 1956 he would hold
office of the director up to the date of ensuing Annua! General
Meeting. The Company has received a notice in writing from a member
proposing the candidature of Mr.T.S.Anantharaman for the office of the
director liable to retire by rotation along with a deposit of Rs.500/-
as required under the Companies Act, 1956 and accordingly proposal has
been placed for your approval.
AUDIT COMMITTEE
The Audit Committee of the Board consists of four members and all of
them are Non Executive Directors, viz., Mr.A.S.Unni,Mr.N.Ravidranathan,
Mr.Deveshwer Kumar Kapiia, and Mr.S.Sivathanupiilai. Mr.A.S.Unni is the
Chairman of the Audit Committee.
AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for re-appointment and the proposal has
been placed before you. Necessary certificate has been obtained from
the Auditors as per section 224( I) of the Companies Act, 1956.
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, Foreign Exchange earned by the Company by
way of exports proceeds is Rs. 413.02 Lakhs The foriegn Exchange outgo
for the company for import purchases - Rs. 4634.73 lakhs, Export
Commission- Rs.7.04 lakhs and Export Claim - Rs.5.55 lakhs
PARTICULARS UNDER SECTION 217
Conservation of Energy, Technology Absorption
Statement of particulars under section 217(1) (e) of the Companies Act,
1956 are annexed as Annexure -I
Particulars of Employees
None of the employees of the company coming under the provisions of
section 217(2A) of the Companies Act, 1956 . Details of managerial
remuneration are disclosed in Notes on Accounts - Schedule 21 B (Point
No. i) forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company's Equity Shares are listed with Bombay Stock Exchange. The
Company has implemented all the mandatory provisions of Clause 49 of
the Listing Agreement relating to the Corporate Governance. The Report
on Management's Discussion and Analysis and Report on Corporate
Governance are forming part of Directors' Report and are annexed as
Annexure -II and Annexure - III. As required by the Listing Agreement,
an Auditors' Certificate on Corporate Governance and a Declaration by
the Vice Chairman and Managing Director with regard to Code of Conduct
are attached to the said Report. Further, as required by Clause 49 of
the Listing Agreement, a Certificate, duly signed by the Vice-Chairman
and Managing Director and General Manager-Finance, was submitted to the
Board of Directors on the financial statements and cash flow statement
of the Company for the year ended March 31,2011 at the Meeting held on
May 30, 2011.
Initial application for Listing of shares with National Stock Exchange
(NSE) has been submitted and approval from NSE is awaited. Further
particulars called for to determine the eligibility criteria have been
submitted.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 Directors report that
1. In the preparation of the annual accounts for the financial year
ended 31st March 2011 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 of
the company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in ac- cordance with the
provisions of the Act, for safeguard- ing the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The directors had prepared the Annual Accounts for the financial
year ended 31st March 2011 on a 'going concern' basis.
ACKNOWLEDGEMENT
The Board places on record ,its appreciation for the co- operation and
support received from shareholders, custom- ers, suppliers, employees,
government authorities and banks.
By and on behalf of the Board of Directors
Sd/-
S. Sivathanu Pillai
CHAIRMAN
Place : Cochin -16
Date : 01.08.2011
Mar 31, 2010
The Directors have pleasure in presenting their 19th Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March 2010.
REVIEW OF OPERATIONS 2009-2010
During the year, the companys production increased by about 5%, from
68692 MT to 71926 MT on account of our continuous modernization
efforts. Capacity utiliza- tion improved from 81% to 85%.
The gross turnover was Rs. 14753.18 lacs for the year under review, as
compared to Rs. 14416.14 lacs in the previous year. The increase of
about 2% in turnover is on account of improvement in sales volume. The
average sales realization was less due to competitive pressures,
especially in the first half of the year. How- ever the prices improved
and stabilized by second half and enabled the company to achieve higher
turnover.
The Earnings before interest, depreciation and tax was Rs. 1564.61
lacs, as against Rs. 1255.46 lacs in the previous year - a significant
improvement of 25% over the previ- ous year. EBITDA Margin strengthened
by 190 basis points. Major factors that contributed to higher profit-
ability were reduction in the price of imported raw materials and
change in the raw materials consumption pattern. The average price of
imported raw materials declined about 21% and consumption of imported
raw materials during the year increased by 3%. Further, the adverse
impact on account of foreign exchange fluctua- tion was less this year
as compared to the previous year.
After absorbing interest/financing charges and deprecia- tion of
Rs.515.14 lacs and Rs.342.51 lacs respectively, the profit before tax
was Rs.706.96 lacs as compared to Rs.483.66 lacs in the previous year.
Tax provision for the year under review was Rs.242.31 lacs as against
Rs. 153.28 lacs in the previous year. There was no MAT credit
entitlement during the year as compared to Rs.60.80 lacs in the
previous year. Profit after Tax of the company for the year ended March
2010 rose sharply, by 40%, to reach Rs.464.43 lacs as compared to Rs.33
1.79 lacs in the previous year, reflecting an improvement of 87 basis
points in Net Profit Margin. Return of capital employed improved by
44% and Return on Net worth increased by 35%.
Capital expenditure incurred by the Company during the year under
review was Rs.406.26 lacs. Productive Assets (Gross Block) increased by
about 6% on account of modernization.
The operational efficiency of the company also improved by way of
better working capital management, which was reflected by shorter
debtor turnaround time, vast improvement in cash flows, significant
rise in net cash generation and significant reduction of working
capital borrowings despite higher turnover in FY 2009-10.
FINANCIAL PERFORMANCE
(Rs./Lacs)
For the For the
year ended year ended
Particulars 31.03.2010 31.03.2009
Sales (Gross) 14753.18 14416.14
Less : Excise Duty 601.14 707.51
Sales (Net) 14152.04 13708.63
Operating Profit 1564.61 1255.46
Interest and Finance 515.14 464.31
Depreciation 342.51 307.49
Profit before tax 706.96 483.66
Provision for tax 242.31 153.28
Income Tax provision
w/off/(w/backx 0.22 (1.41)
Profit after tax 464.43 331.79
Balance of profit
brought forward 100.98 74.63
Amount available
for appropriation 565.41 406.42
Appropriation
General Reserve 100.00 17.00
Proposed dividend
& tax on dividend 341.56 288.44
Retained profit carried
to Balance sheet 123.85 100.98
FINANCIAL HIGHLIGHTS
PARAMETERS 2009-10 2008-09
EBITDA Margin (%) 11.1 9.1
Net Profit Margin (%) 3.3 2.4
Return on Investment (%) 7.0 4.9
Return on Equity (%) 12.7 9.4
Gross Block (Rs./Lacs) 6918.93 6543.26
Debtor Days 49 49
Net cash from operations
(Rs./Lacs) 1528.99 679.76
Dividend (%) 18 15
FINANCE
All the repayment and interest commitments were met as per terms of
arrangement with the Banks.
DIVIDEND
For the first time in the companys history an interim dividend of 9%
was paid during the year. With the pro- posed final dividend of another
9%, total dividend amounts to Rs 1.80 per share. This yields an
impressive return of 10% on the average price of the companys share
(Rs 18) during the financial year. In accordance with the provisions of
the Income Tax Act, no tax will be de- ducted at source on the dividend
but your company will absorb Rs.45.71 lacs towards tax on distributed
profits.
DEVELOPMENTAL PLANS
a. Expansion-cum-Modernization: As indicated in the previous years
Report, the company has sched- uled its expansion-cum-modernization
plans in a phased manner. As a result of modernization com- pleted at
the Duplex Board Unit in the previous year, the company was able to
manufacture high quality paper to cater to the needs of high-end
segment.
Kraft paper Unit I
Kraft Paper Unit I has already been modernized and its capacity has
been upgraded to 80 tpd by adding more dryers and installing second
wire. Installation of second wire was completed in August 2010. The
Unit manufactures kraft paper conforming to 14 -20 bf (bursting factor)
and 100 to 150 gsm quality, the modernization program enabled the Unit
to upgraded the quality to 18 -28 bf with a gsm range of 120 to 250 gsm
and helped the company to retain the cus- tomers in medium segment.
Kraft paper Unit 2
Your company plans to modernize the Kraft Paper Unit 2, by adding
dryers and by installing Third Wire. At present Kraft paper Unit-2 has
two wires involved in the manufacture of kraft paper conforming 18-30
bf and 80 to 300 gsm quality. With the installation of the third wire,
the company would be able to up grade the quality to 22-34 bf and
80-450 gsm. With the third wire, the company would be able to cater to
the needs of high-end segment, whose demand is huge.
Fiber treatment at kraft Paper Unit-2
Your company has proposed to install Krima Disperser Unit, which is
meant for dispersing con- taminants like wax, bitumen, ink spots,
stickies, etc. in the pulp in the stock preparation process. The
equipment has already been ordered and it is expected to be
commissioned by October 2010.
Captive power - Co-generation Plant
Your company has also decided to install a 25 tone high pressure boiler
with 2 MW back pressure turbine. The project will be helpful to the
company to meet its entire steam requirement and will also cater to
about 30 - 40% power requirement.
The modernization program of Kraft Paper Units involves an outlay of
about Rs.20 crore. This is being met partly through debt and partly by
internal accruals.
The expansion plans are designed in a scientific way that one Unit can
cater the needs of medium seg- ment and the other unit would take care
of the high- end customers. Further with the planned expansion, the
company could be able to cut down the produc- tion cost, expand product
range, retain its strong hold on medium segment customers and offer its
products to high-end customers. Moreover, with the planned expansion
the company would be able to scale up its production upto 1,00,000 MT
per an- num. The expansion-cum-modernization of your com- pany is
scheduled to be completed by October 2010.
b. Carbon credit through Methane Recovery Project
Your companys project titled - "Methane recovery from wastewater
generated at Paper manufacturing unit of Sree Sakthi Paper Mills Ltd.,
Kerala" was reg- istered under CDM of UNFCC on October 01, 2009. The
estimated emission reduction is 3923 metric tones of C02 equivalent per
annum. The detailed engineering of the Project is entrusted with
M/s.KITCO, a leading engineering consultancy orga- nization at Cochin
and is in progress.
c. Small Hydro Projects
As reported in the previous years Report, Your com- pany is pursuing
with Government of Kerala for as- sistance in connection with the land
acquisition for the hydro-electric projects. The TEFR approval for the
Palchuram Project is yet to be received.
EXPORT PERFORMANCE
Your company exported 744 MT of paper and paper boards during the year
as compared to 8862 MT during the previous year. The export amounted
Rs. 147.61 lacs as against Rs 1764.87 lacs in the previous year. The
Company scaled down its exports due to un-remunera- tive prices
prevailing in international markets.
AWARDS - EXPORT HOUSE STATUS
Your company is granted with the Status Certificate of Export House by
Government of India, Ministry of Com- merce, Director General of
Foreign Trade (DGFT). The certification is valid from April 01, 2009 to
March 31, 2014. As such the Company is eligible for all the ben- efits
of status holder as per EXIM Policy.
SUBSIDIARY COMPANIES
As of 31st March 2010 the company had 3 subsidiaries viz. Sree Kailas
Palchuram Hydro Power Limited, Sree Adisakthi Mukkuttathode Hydro Power
Limited and Jalashaayi Alamparathode Hydro Power Limited by vir- tue of
the Company having control on the Board of these companies. The reports
as required under section 212 of the Companies Act, 1956 and
consolidated financial statement as required by the Listing agreement
is also attached with the Annual Reports of the Company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and satisfac- tory during the
year under review.
INTERNAL CONTROL SYSTEM
Your Company has adequate internal control and internal check system to
ensure that the assets are safeguarded and transactions are
authenticated and correctly recorded and reported. During the year the
company appointed M/s.Peethambaran & Company, Cochin, as Internal
Auditor to review and strengthen the internal controls in the company.
BOARD OF DIRECTORS
In accordance with Article 83 of the Articles of Associa- tion of the
Company, Mr.S. Giridhar, Mr..U. Gururaja Bhat, and Smt. E. Kamalam,
directors of the Company retire on rotation, and they being eligible
offer them- selves for re-appointment.
AUDIT COMMITTEE
The Audit Committee of the Board consists of four mem- bers and all of
them are Non Executive Directors, viz.,
Mr.A.S.Unni, Mr.D.K.Kapila, Mr.N.Ravidranathan and
Mr.S.Sivathanupillai. Mr.A.S.Unni is the Chairman of the Audit
Committee.
AUDITORS
M/s Balan & Co. Chartered Accountants, the present Auditors of the
Company retire and are eligible for re- appointment and the proposal
has been placed before you. Necessary certificate has been obtained
from the Auditors as per section 224( I) of the Companies Act, 1956.
FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year under review, foreign exchange earned by the Company by
way of exports proceeds is Rs. 117.13 Lacs. The foreign exchange outgo
for the company were for import purchases - Rs. 3606.40 lacs, Export
Commission - Rs. 14.42 lacs and Export Claim - Rs.6.79 lacs.
PARTICULARS UNDER SECTION 217
Conservation of Energy, Technology Absorption
Statement of particulars under section 217( I) (e) of the Companies
Act, 1956 are annexed as Annexure -I
Particulars of Employees
Statement of particulars under section 2I7(2A) of the Companies Act,
1956 are annexed as Annexure -II
CORPORATE GOVERNANCE
The Companys Equity Shares are listed with Bombay Stock Exchange. The
Company has implemented all the mandatory provisions of Clause 49 of
the Listing Agree- ment relating to the Corporate Governance. The
Report on Managements Discussion and Analysis and Report on Corporate
Governance are forming part of Direc- tors Report and are annexed as
Annexure -III and An- nexure - IV. As required by the Listing
Agreement, an Auditors Certificate on Corporate Governance and a
Declaration by the Vice Chairman and Managing Direc- tor with regard to
Code of Conduct are attached to the said Report. Further, as required
by Clause 49 of the Listing Agreement, a Certificate, duly signed by
the Vice- Chairman and Managing Director and General Manager- Finance ,
was submitted to the Board of Directors on the financial statements and
cash flow statement of the Company for the year ended March 31, 2010 at
the Meeting held on May 29, 2010.
Initial application for Listing of shares with National Stock Exchange
(NSE) has been submitted and approval from NSE is awaited.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 Directors report that
1. In the preparation of the annual accounts for the financial year
ended 31st March 2010 the applicable accounting standards had been
followed along with proper explanation relating to material departures.
2. The directors had selected such accounting poli- cies and applied
them consistently and made judg- ment and estimates that were
reasonable and pru- dent 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 of the company for the year under review.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for
safeguarding the assets of the company and for pre- venting and
detecting fraud and other irregularities.
4. The directors had prepared the Annual Accounts for the financial
year ended 31st March 2010 on a going concern basis.
ACKNOWLEDGEMENT
Your directors wish to thank the Government authori- ties, Banks,
Shareholders customers, dealers, suppliers and employess of the company
for their continued co- operation and support.
By and on behalf of the
Board of Directors
Sd/-
Place: Cochin -16 S. Sivathanu Pillai
Date : 31.07.2010 CHAIRMAN
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Cella Space Ltd.
-
Cella Space Ltd. Tools
- Bulk Deals
-
Cella Space Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
-
Cella Space Ltd. Key Financial Ratios
- Ratios
-
Cella Space Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Cella Space Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Cella Space Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Cella Space Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
- Change of Name
