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Directors Report of Voith Paper Fabrics India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Fifth Annual Report together with the Audited Financial Statements of the Company.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has partly notified the Companies Act, 2013 in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014.

The Companies Act, 1956 continues to be in force to the extent of corresponding provisions of the Companies Act, 2013 which are yet to be notified. MCA vide its Circular No. 08/2014 dated April 4, 2014 has clarified that financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1,2014 shall be governed by provisions of Companies Act, 1956. Accordingly, your Company''s Financial Statements, Auditor''s Report and Board''s Report and attachments thereto have been prepared in accordance with provision of Companies Act, 1956. With respect to other provisions of the Companies Act, 2013, appropriate references have been made in this report to the extent these provisions have become applicable effective April 1, 2014.

Your Company has been regular in keeping pace with the fast changes introduced by the Companies Act, 2013 and initiated necessary actions accordingly. Some of the important initiatives taken by your Company are as under:

a. Re/constitution of the Committees of the Board;

b. Designation of KMPs;

c. Establishment of Vigil Mechanism;

d. Recommendation for the appointment of the Independent Directors, not liable to retire by rotation, who satisfy the criteria enumerated in Companies Act, 2013; and

e. Providing E-Voting facility to members.

DISCLOSURE IN BOARD''S REPORT

Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed thereunder is not provided, as the Board''s Report has been prepared in accordance with the provisions of Companies Act, 1956.

CHANGE IN FINANCIAL YEAR

To align the financial year of the company with the provisions of Companies Act, 2013, the current financial year of the Company was extended by six months, with the approval of appropriate authorities. Accordingly, the audited financial statements for the current financial year have been prepared for a period of eighteen months beginning on October 1,2013 and ending on March 31,2015.

FINANCIAL HIGHLIGHTS

Rs. (In millions) For the year ended 31/03/2015 30/09/2013 (18 months) (12 months)

Sales (Net of Excise Duty) 1023.21 591.90

Profit before taxation 328.55 193.32

Provisions for taxation 114.80 64.71

Profit after taxation 213.75 128.60

Balance brought forward from 695.37 595.05 the previous year

Amount available for Appropriation 909.12 723.65 Appropriations:

* Dividend 19.77 13.18

* Corporate Dividend Tax 3.95 2.24

* Transferred to General Reserve 21.37 12.86

* Surplus carried to Balance Sheet 864.03 695.37

Total 909.12 723.65

It is evident from the above graphs; that your company has progressed, during the current period ended 31st March, 2015. It has achieved a net aggregate Sales of Rs.1023.21 million and Profit Before Tax of Rs.328.55 million, for the current 18 months period ended 31/03/2015.

Baring unforeseen circumstances, the directors of your company expect continued growth in turnover and profitability in future also.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. Your Directors are pleased to recommend for your approval a dividend of Rs.4.50/- per equity share of Rs.10/- each fully paid-up for the period ended 31st March, 2015. The dividend, if approved will be paid to the eligible members within the stipulated time.

This will absorb Rs.19.77 millions. In addition, Rs. 3.95 millions shall be payable as corporate dividend tax.

DIRECTORS

During the period under review, Directors, Mr. Chandra Sekhar Panigrahi and Mr. Markus Johann Mader resigned from the Board with effect from 23rd July, 2014 and 6th August, 2014, respectively. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

On the recommendation of Nomination and Remuneration Committee, at the Board Meeting held on 23rd July, 2014, Mr. R. Krishna Kumar was appointed as an Additional Director with immediate effect and as the Managing Director of the Company, effective from 1st August, 2014 for an initial term of 5 years.

As Additional Director, Mr. R. Krishna Kumar holds office up to the date of forthcoming Annual General Meeting and is eligible for appointment as a Director & Managing Director.

The Board has also appointed Ms. Patricia Annette Sargeant as an Additional Director, at its meeting held on 5th November, 2014. She too holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

Further, in terms of section 149 read with section 152 of the Companies Act 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of the Company for maximum two terms of up to five years each. Accordingly, it is proposed to appoint the existing independent, non-executive directors namely, Mr. Biren De, Mr. Ravinder Nath and Mr. Surinder Kumar Nagpal, for an initial term of five years, effective from 1st March, 2015. All these Independent directors have confirmed their independence in terms of the requirements of Companies Act, 2013.

The company has received separate notice(s) together with the requisite amount, as per the provisions of section 160 of the Companies Act, 2013, for the appointment of aforesaid directors on the Board of the Company.

In Compliance with requirements of Clause 49 VIII (E) of Listing Agreement, brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company of persons proposed to be appointed as Directors are as under:

AUDITORS REPORT

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS

A. Statutory Auditors - M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Registration No. 301003E) holds office until the conclusion of ensuing Annual General Meeting (AGM) and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Hence, the Audit Committee and the Board hereby recommends the appointment of M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 45th Annual General Meeting up to the conclusion of 50th Annual General Meeting subject to ratification by Members every year.

B. Cost Auditors - During the year under review, M/s Balaji & Associates, Cost Accountants, (Firm Registration No. 0112) were appointed as the Cost Auditors of the Company, in accordance with the requirements of The Companies (Cost Accounting Records) Rules, 2011. The Cost Audit Report for the 18 months period ended 31st March, 2015, shall be submitted within the time stipulated in the aforesaid rules.

Further, as per the MCA Notification dated 31/12/2014 your company is no longer required to maintain cost records and/or to carry out Cost Audit exercise in future.

C. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, New Delhi carried out the internal audit exercise and submitted their report.

D. Secretarial Auditors - The Company did not appoint any Secretarial Auditor for the period under review. The Company proposes to get the Secretarial Audit done in the current year and shall make the necessary disclosures in the next Annual Report.

CORPORATE GOVERNANCE:

The Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report.

Further, the company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I, forming an integral part of this report.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES

Details of the employee whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are attached in Annexure - II; and form an integral part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by the Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

3) The Directors have 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 preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts on a ''going concern'' basis.

APPRECIATION

The Directors wish to place on record their appreciation to all the stakeholders for their unstinted support and significant contributions towards the growth of the company. The Board of Directors expects to receive the similar support and contribution from everyone in future also.

For and on behalf of the Board of Directors.

Biren De Ravinder Nath Surinder Kumar Nagpal R. Krishna Kumar Date: 27th April, 2015 (Directors) (Managing Director) Place: New Delhi


Sep 30, 2012

Dear Members,

The Directors of your Company are pleased to present the Forty Third Annual Report together with the Audited Accounts of the Company for the year ended 30th September 2012.

FINANCIAL HIGHLIGHTS

Rs. (In millions)

2011/12 2010/11

Sales (Net of Excise Duty) 577.43 544.29

Profit before taxation 185.97 165.88

Provisions for taxation 55.78 50.55

Profit after taxation 130.19 115.33

Balance brought forward from the previous year 493.19 404.71

Amount available for Appropriation 623.38 520.04

Appropriations:

- Dividend 13.18 13.18

- Corporate Dividend Tax 2.14 2.14

- Transferred to General Reserve 13.02 11.53

- Surplus carried to Balance Sheet 595.04 493.19

Total 623.38 520.04

PERFORMANCE OVERVIEW

It is evident from the above graphs that your Company has continued to grow consistently over last few years, exhibiting an increasing trend in achieving sales & orders, as well as in generating profit before tax and earning per share.

Barring unforeseen circumstances, the directors of your company expect continued growth in these areas in future also.

DIVIDEND

The Directors of your company are of the opinion that a consistency in the dividend payout should be maintained and accordingly, they are recommending a dividend of Rs.3/- per equity share of Rs.10/- each for the year ended on 30th September 2012, for you approval. This will absorb Rs.13.18 millions. In addition, Rs.2.14 millions shall be payable as corporate dividend tax (including surcharge, education cess and secondary & higher education cess) thereon.

DIRECTORS

During the year under review, Mr. Martin Sieringhaus resigned from the directorship of the company owing to his other commitments. His resignation was accepted by the board of directors at its meeting held on 9th February, 2012. The board wishes to place on record, its appreciation for the contribution made by Mr. Sieringhaus during his association with the company as a director.

Also, at the same board meeting held on 9th February, 2012; Mr. Markus Johann Mader was appointed as an additional director by the board of directors and he holds the said office until the conclusion of the forthcoming annual general meeting. However, company has received notice from a shareholder under the provisions of Companies Act, 1956, together with the requisite fee; proposing his candidature for appointment as a director of the company.

Further, Mr. Biren De and Mr. Ravinder Nath shall be retiring by rotation at the forthcoming annual general meeting and being eligible, offer themselves for reappointment.

The necessary details about the directors seeking re/appointment are mentioned below for the consideration of shareholders:

None of the Directors have any inter-se relationship.

AUDITORS REPORT

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS:

A) Statutory Auditors - M/s. S. R. Batliboi & Co., Chartered Accountants, (Registration No. 301003E) who are to retire at the conclusion of ensuing annual general meeting have expressed their willingness to be reappointed as the statutory auditors of the company from the conclusion of the 43rd annual general meeting until the conclusion of next annual general meeting of the company and also confirmed that their appointment, if made, will be in compliance with the requirements of Section 224 (1B) of the Companies Act, 1956.

Accordingly, the audit committee and the board of directors recommend for appointing the said M/s S. R. Batliboi & Co., as the statutory auditors by the shareholders of the company.

B) Cost Auditors - During the year under review, M/s. Balaji & Associates, Cost Accountants, (Firm Registration No. 0112) were appointed as the cost auditors of the company, in accordance with the requirements of The Companies (Cost Accounting Records) Rules, 2011. The company shall be submitting its Compliance Report for the year ended on 30th September 2012 within the time stipulated in the aforesaid Rules.

Further, the company has received a letter from the said M/s Balaji & Associates, Cost Accountants confirming their eligibility under section 224 (1B) of the Companies Act, 1956; as well as it's independence and arm's length relationship with the company for appointment as the cost auditors of the company for the year 2012/2013. Accordingly, based on the recommendation of the audit committee of the board, they have been appointed as the cost auditors of the company by the board of directors at its meeting held on 2nd November, 2012; to carry out the cost audit of the company for the year ending 30th September 2013.

C) Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, New Delhi carried out the internal audit exercise, broadly covering all the departments (specifically - Legal & Statutory Compliance, Finance, HR, Purchase & Inventory Management, Sales & Debtors and Taxation) of the company for the year 2011/12 and submitted their report.

CORPORATE GOVERNANCE:

The Company endeavours to maintain high standards of Corporate Governance in letter as well as spirit. As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report.

Further, the company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I, forming part of this report.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES:

Details of the employee whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are attached in Annexure - II; and form an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by the Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

3) The Directors have 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 preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts on a 'going concern' basis.

APPRECIATION:

Your Directors wish to place on record their appreciation to all the business partners, including the investors of the company, customers, vendors, bankers, etc., for their continued patronage and support; and above all the employees at all levels attached with the company for their dedication & commitment, which has helped the company in its journey of consistent growth.

For and on behalf of the Board of Directors

Biren De

Chandra Sekhar Panigrahi

Place : New Delhi Surinder Kumar Nagpal

Date : 2nd November, 2012 (Directors)


Sep 30, 2010

The Directors are pleased to present the Forty First Annual Report together with the Audited Accounts of the Company for the year ended 30th September 2010.

FINANCIAL HIGHLIGHTS

Rs. (In millions)

2009-10 2008-09

Sales (Net of Excise Duty) 513.37 471.90

Profit before taxation 128.10 112.13

Provision for taxation 42.39 39.47

Profit after taxation 85.71 72.66

Balance brought forward from the previous year 342.94 299.48

Amount available for Appropriation 428.65 370.61

Appropriations:

-Dividend 13.18 17.57

- Corporate Dividend Tax 2.19 2.99

- Transferred to General Reserve 8.57 7.11

- Surplus carried to Balance Sheet 404.71 342.94

Total 428.65 370.61

PERFORMANCE REVIEW

Your company has continued on the path of growth by achieving Net Sales of Rs. 513.37 millions, registering an increase of about 9% over the previous year. The profit aftertax at Rs. 85.71 millions exhibits a growth of about 18% over the previous year. For a more detailed review of operating performance, members are requested to refer to the Management Discussion and Analysis Report section of this report.

Your Directors expect consistent growth in turnover and profitability in future also, barring unforeseen circumstances.

DIVIDEND

Keeping in view the future capital expenditure planned by the company for upgradation of the existing facilities, it is considered necessary to plough back the profits. Therefore, the Directors are recommending, for your approval, a dividend of Rs. 3/- per equity share of Rs. 10/- each for the year ended on 30,h September 2010. This will absorb Rs. 13.18 millions. In addition, Rs. 2.19 millions shall be payable as Corporate Dividend Tax (CDT) thereon (including Surcharge, Education Cess and Secondary & Higher Education Cess).

DIRECTORS

During the year under review, following changes took place in the composition of the Board of Directors of the company:

1. Mr. Surinder Kumar Nagpal was appointed by the board of directors as an additional director of the company on 27lh January 2010. He was also inducted as a member of the Audit Committee of the board of directors of the company. His term of office shall be until the conclusion of forthcoming Annual General Meeting. However, company has received notice from a shareholder, together with the requisite fee, proposing Mr. Nagpals candidature for appointment as a director of the company.

2. Besides the above, Mr. Biren De and Mr. Ravinder Nath are retiring by rotation and being eligible, offer themselves for reappointment.

None of the Director of the Company has any inter-se relationship.

AUDITORS REPORT:

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS:

M/s S.R. Batliboi & Co., Chartered Accountants, Gurgaon, who are to retire at the conclusion of ensuing Annual General Meeting have expressed their unwillingness for re-appointment as the statutory auditors of the company. The directors wish to place on record their appreciation of the professional services rendered by them during their association with the company.

Further, company has received a letter from M/s S. R. Batliboi & Associates, Chartered Accountants, having their office at: Golf View Corporate Tower - B, Sector - 42, Sector Road, Gurgaon -122002, Haryana; indicating their willingness to be appointed as the statutory auditors of the company from the conclusion of forthcoming 41st Annual General Meeting until the conclusion of next Annual General Meeting of the company and confirming that their appointment, if made, will be in compliance with the requirements of Section 224 (1B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the reports on Management Discussion and Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of Corporate Governance, are annexed and form an integral part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS* OUTGO:

Information required under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -1, forming part of this report.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee in the company whose particulars are required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORSRESPONSIBILITY STATEMENT:

As required by the Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

3) The Directors have 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 preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors wish to convey their appreciation to all the stakeholders, including all the employees, for their dedicated support, due to which company could achieve, what it has achieved during the year under review.

For and on behalf of the Board of Directors

Biren De Ravinder Nath Chandra Sekhar Panigrahi Surinder Kumar Nagpal

Directors

New Delhi

26th October, 2010

 
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