Directors Report of Kuantum Papers Ltd.
Mar 31, 2022
Your Directors take pleasure in presenting the 25th Annual Report on the business and operations together with audited statements of Accounts of your Company for the financial year ended 31 March 2022.
The summarized financial results of the Company for the financial year 2021-22 are given hereunder.
|
(Rs. in lakhs) |
||
|
2021-22 |
2020-21 |
|
|
Sales & other income |
83,424.85 |
41,391.79 |
|
Operating Profit |
12,280.26 |
3,932.16 |
|
Interest |
6,894.44 |
2,774.65 |
|
Gross Profit |
5,385.82 |
1,157.51 |
|
Depreciation |
4,615.40 |
3,482.90 |
|
Profit (loss) before exceptional items and tax |
770.42 |
(2,325.39) |
|
Exceptional items |
- |
857.59 |
|
Profit (loss) after exceptional items Provision for |
770.42 |
(3,182.98) |
|
- Current Tax |
170.88 |
- |
|
- Deferred Tax |
(742.72) |
(1,910.28) |
|
Net Profit (loss) after tax |
1,342.26 |
(1,272.70) |
|
Other comprehensive Income (Expense) |
(20.16) |
44.19 |
|
Total comprehensive Income /(Loss) for the year (Net of Income Tax |
0 1,322.10 |
(1,228.51) |
The Board has not recommended dividend on the noncumulative Redeemable Preference Shares of Rs. 10/-each fully paid-up and the equity shares of Rs. 1/- each fully paid-up in view of the stipulation as per Resolution Plan approved by the Lenders.
The year under review had continued to witness disruptions in operations due to the unprecedented economic challenges faced by the Indian economy due to Covid-19 prevailing pandemic impacting the demand and material supply distribution chain and networks. During the year under review, despite the challenges faced, the Company achieved a production of 1,51,740 metric tonnes, as against 82,522 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,51,674 metric tonnes this year leaving 135 metric tonnes as closing stock, as against the sale of84,183 metric tonnes in the previous year.
The figures given in the Financial statements for the current year under review are as under:
The company recorded a Net sales turnover (net of GST) and including other income stood at Rs. 83,424.85 lacs (Previous Year Rs. 41,391.79 lacs); Operating Profit at Rs. 12,280.26 lacs (Previous Year Rs. 3,932.16 lacs); Profit before Tax at Rs. 770.42 lacs (Previous year Loss Rs. 2,325.39 lacs); and the Net Profit after Tax and other comprehensive income (expense) at Rs. 1,322.10 lacs (Previous year Loss Rs. 1,228.51 lacs).
The detailed performance of Company''s operations for the year ended 31 March 2022 has been stated in the Management Discussion & Analysis, which appears as a separate statement in the Annual Report.
Paper Industry is a significant player in the World Economy. Paper usage has been declining in North America and Europe since 2006 while steeply rising in China and other Asian Economies. The four key Paper and Board categories are: Newsprint, Printing and Writing Papers, Paper Boards for packaging applications, Tissue Papers & other Specialty Papers. Packaging grades account for over 55% of consumption, printing and writing grades over 32%, tissue papers 8-10% and others about 3%. Tissue and packaging grades are expected to witness higher growth rates, in future.
The Indian paper industry accounts for about 3.5% of the world''s production of paper. The estimated turnover of the industry is INR 70,000 crore and its contribution to the exchequer is around INR 5,000 crore. The industry provides direct employment to 500,000 persons, and indirectly to around 1.5 million.
Most of the paper mills are in existence for a long time and hence present technologies fall in a wide spectrum ranging from oldest to the most modern. The mills use a variety of raw material viz. wood, bamboo, recycled fibre, bagasse, wheat straw and grasses. In terms of share in total production, approximately 21% are based on wood, 71% on recycled fibre and 8% on agro-residues. The geographical spread of the industry, as well as market, is mainly responsible for the regional balance of production and consumption.
The paper Industry holds immense potential for growth in India as the per capita paper consumption in India at around 15 kg, which is way behind the global average of 57 kg. India is the fastest-growing market for paper globally and it presents an exciting scenario; paper consumption is poised for a big leap forward in sync with economic growth. The futuristic view is that growth in paper consumption would be in multiples of GDP and hence an increase in consumption by one kg per capita would lead to an increase in demand of 1 million tonnes.
NATIONAL EDUCATION POLICY 2020
The Government announced the new National Education Policy (the NEP 2020) to focus on providing education that is equitable, accessible, high-quality and affordable. The policy was expected to be implemented from April 2022 academic years, but its implementation was delayed due to spread of covid-19 pandemic and consequently the educational establishments were running online classes. However, now with the significant population having been vaccinated including children, and schools reopened to offline/physical classes, it is expected that the Government will implement the new NEP from April 2023 academic year. The policy acts as a roadmap to revolutionize schooling and higher education in India that will support and foster a lifelong learning culture to maximize the rich talents and resources the country has to offer. The NEP 2020 is a giant leap in a list of initiatives taken by the government in achieving Goal 4 (SDG4) of the 2030. The policy recognises the ever-changing knowledge and employment landscape in our global ecosystem and focuses on curricular and pedagogy reform, aligning it with international standards and making India a vibrant knowledge economy and a nation of thought leaders. The impending changes in the education policy and curriculum are bound to create a huge demand for writing and printing paper to meet the needs of new Indian education system.
The ban on the use of plastics in a wide variety of applications that has been put in place by the Govt of India with effect from July 01,2022, will give a big boost to paper production in our country. This is likely to lead to a variety of paper qualities finding its way into the market, filling up the huge gap left behind by the plastic ban.
FINANCE(a) TERM LOANS AND CAPEX PROJECTS
The members were informed in the last report that the capex projects at a capital outlay of Rs. 444.04 crores towards backward integration and modernization of its pulping facilities, chemical recovery plant and captive power generation plant to enhance its operating efficiencies and production capacity were commissioned and put to use in March 2021 which were proposed to be completed and commissioned in June 2020, but the commissioning was delayed due to Covid-19 prevailing pandemic. The backward integration has enabled the company in sustaining competitiveness in capacity and quality enhancement, cost reduction and improving margins and profitability of the Company. With the economy and business environment showing a positive growth trend, the benefits will be ever more visible in the coming years.
Banks have sanctioned/renewed the working capital limits amounting to Rs. 13,625 lacs (fund based Rs. 5,500 lacs, non-fund based Rs. 7,655 lacs and LER/CEL limits of Rs. 470 lacs) during the year under review.
As on 31 March 2022, your Company had Fixed Deposits of Rs. 3,510.82 lacs. There were no overdue deposits as on 31 March 2022.
The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 30 June 2021 pursuant to the compliance of the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.
Details of Deposits:
(a) Accepted (including renewals) during the year- Rs. 2,333.23 lacs
(b) Remained unpaid or unclaimed as at the end of the year- Nil
There has been no default in repayment of deposits or payment of interest thereon during the year.
RESOLUTION PLAN UNDER RBI CIRCULAR DATED 6 AUGUST 2020 - âRESOLUTION FRAMEWORK FOR COVID-19 RELATED STRESSâ
The members were informed in the last report that the Resolution Plan was approved and implemented by all the Lenders on 19 June 2021. The Resolution Plan inter alia provided for converting the interest on term loans for one year from 1st September 2020 into Funded Interest Term Loan (FITL) with extension of two years moratorium in the payment of principal of term loans. The company has been servicing the interest as and when due and the repayment of principal instalment will commence during the current year 2022-23.
During the year under review, CARE Ratings Limited (CARE) has reviewed the external credit rating for the Long term, Short term Bank facilities and Fixed Deposits of the company and has reaffirmed the rating with stable outlook (changed from negative outlook) and removing the monitoring from credit watch. The updated facility wise rating is as under:
|
Facilities |
Amount (Rs./Cr) |
Rating |
|
Long term Bank Facilities |
654.61 |
CARE BBB (Triple B) (Outlook: Stable) |
|
Short term Bank Facilities |
81 .25 |
CARE A3 (A Three Plus) (Outlook: Stable) |
|
Fixed Deposits |
45.00 |
CARE BBB; Stable [Triple B; Outlook: Stable] |
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business.
The operations for FY 2021-22 too have been impacted due to the Covid-19 pandemic outbreak, which has impacted the cash flow generation of the company.
HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIES
Your Company does not have any subsidiary/joint ventures or associate company within the meaning of the Companies Act, 2013. Kapedome Enterprises Limited is the holding company having 66.51% equity capital of the company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board of Directors of your Company has constituted CSR Committee. The CSR Policy has been framed by the Company which is placed on its website.
In pursuance of the Companies Act, 2013 and in alignment with its vision, the Company through its CSR initiatives will continue to enhance value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community.
During the year under review, the company has spent an amount of Rs. 102.16 lacs as against the budget of Rs. 101.99 lacs. Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annual Report on CSR activities at ''Annexure- A''.
The CSR policy alongwith annual plan and its constitution is placed on the company''s website.
Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called the ''Whistle Blower Policy'' for Directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation or the Company''s code of conduct or ethics policy. In line with this requirement, the Company has framed a "Whistle Blower Policyâ, which is placed on the Company''s website. No complaint has been received during the year under review.
In line with the new regulatory requirements, the company has framed a ''Risk Management Policy'' to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee has also been constituted to oversee this process.
The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s risk management systems and programs comprises of various processes, structures and guidelines which assist the Company to identify, assess, monitor and manages its risks, including any material changes to its risk profile. To achieve this, the
Company has clearly defined the responsibility and authority of the Company''s Management and the Risk Management Committee to oversee and manage these Programs. Details of the various risks, which can affect the Company''s business and the management''s perception, are more elaborately given in the ''Management Discussion & Analysis'' attached to this Report.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures.
The Company''s internal control systems are reviewed by an independent firm of Chartered Accountants. The firm independently evaluates the adequacy of internal controls through periodic reviews that cover all the functions and processes through reviewing major transactions. They report directly to the Audit Committee which ensures complete independence.
All related party transactions are entered at arm''s length basis and are as per the applicable provisions of the Companies Act, Indian Accounting Standards and the Listing Regulations. The company has entered into transactions towards material procurement with its holding company amounting to Rs. 77.62 lacs (inclusive of GST) and with another company amounting to Rs. 166.73 lacs (inclusive of GST) [Refer Note 40 C to the Financial Statements] which are at arm''s length. No materially significant related party transactions have been entered by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of the Company at large. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis duly certified by the CEO and CFO. The Related Party T ransactions Policy as approved by the Board is placed on the Company''s website.
The details of the related party disclosures and transactions as prescribed in Form AOC-2 are given in the Note No. 40 of the notes on Financial Statements. All the related party transactions are done at arm''s length and pertain to the FY 2021-22.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.
There is no change in Directorships. Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Shri Jagesh Kumar Khaitan shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the relevant rules.
INDUCTIONS & TRAINING OF BOARD MEMBERS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent Directors in the following areas:
(a) Nature of the industry in which the entity operates;
(b) Business model of the entity;
(c) Roles, rights, responsibilities of independent directors.
Presentations are made to the Board/Committees of the Board on regular intervals which, inter alia, cover business strategies & reviews, operations, Industry developments, management structure, quarterly and year to date financial results, budgets/business plans, review of Internal Audit and risk management framework.
Further as per Regulation 46(2) (i) of SEBI (Listing Obligations & Disclosure Requirements), 2015 the required details are as follows:
|
Details of familiarization programmes imparted to |
FY 2021-22 |
Cumulative |
|
independent directors |
till date |
|
|
Number of programmes attended by independent directors |
6 |
35 |
|
Number of hours spent by independent directors in such programmes |
8 |
52 |
PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS
Nomination, Remuneration and Evaluation policy has been framed by the Nomination and Remuneration Committee. This Committee has laid down the criteria for performance evaluation of the individual Directors as well as the Board. The framework of performance evaluation of the Directors captures the following points:
(a) Performance of the directors and key attributes of the Directors that justify his/her extension/continuation on the Board of the Company.
(b) Participation of the Directors in the Board proceedings and their effectiveness.
(c) Fulfillment of the independence criteria and their independence from the management as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or enactment thereof for the time being in force) in case of Independent Directors.
The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness.
During the year under review, a meeting of Independent Directors was held on 30 March 2022. The performance of the Non-Independent Directors and the Board as a whole vis-a-vis the performance of the Chairman of the Company was reviewed by the Independent Directors.
DISCLOSURES ON BOARD EVALUATION:
i. Observations of Board Evaluation carried out for the year:
In conformity with the evaluation policy and laid down parameters, the overall contribution of each Director was assessed as satisfactory and appreciable. The suggestions, participation, involvement and constant efforts of each director in the light of the business operations and overall growth and development of the Company was really significant.
ii. Previous year''s observations and actions taken:
There were no observations of the Board with regard to the previous year. However, it has been the endeavor of the Board of Directors of the Company to attain the highest level of transparency, accountability and integrity as well as utmost applicable legal and ethical standards in the functioning of the Company with a view to create value that can be sustained continuously for the benefit of its stakeholders.
iii. Proposed actions envisaged:
The Company proposes to hold more trainings, presentations and interactions enabling the Directors to uphold highest standards of integrity & probity and strict adherence of the Companies Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, and other rules and regulations besides Company''s Code of Conduct as also to strive for constructive, effective and value-added deliberations at the meetings as also to consistently strive to implement best corporate governance practices reflecting its strong value system and ethical business conduct.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection, appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report. The Nomination, Remuneration and Evaluation Policy as approved by the Board is placed on the Company''s website PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a ''Prevention of Sexual Harassment Policy'' pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.
NUMBER OF MEETINGS OF THE BOARD
During the year, 5 (Five) Board meetings were convened and held. Details of number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report. The intervening gap between the meetings was within the period/extended period prescribed under the Companies Act, 2013.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee constituted by the Board comprised of three Independent Directors and one Executive Director till 31 March 2022.
During the year, 4 (four) Audit Committee meetings were convened and held. The details of the Audit Committee meetings, attendance of the members and terms of reference are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period/extended period prescribed under the Companies Act, 2013.
STATUTORY AUDITORS & AUDITOR''S REPORT
M/s O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration No. 000018N/N500091), Statutory auditors of the company were appointed for a period of five years by the shareholders of the Company to hold office from the conclusion of the 23rd Annual General till the conclusion of 28th Annual General Meeting.
As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.
The Auditors report for the financial year 2021-22 does not contain any qualification, reservation or adverse remark. The Notes on Accounts referred to in the Annexure to the Statutory Auditor''s Report are selfexplanatory and do not call for any comments.
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31 March 2022. The Company''s Cost Audit Report for the year ended 31 March 2021 was filed on 25.08.2021 (Due date 30.09.2021). The said firm has been appointed as cost auditors of the Company for the financial year 2022-23 as well.
M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31 March 2022 which is annexed to this Board''s Report as Annexure-2.
As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition to the above-mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a practicing Company Secretary w.r.t. the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.
Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said Certificate has been obtained from the M/s S.K. Sikka & Associates, Company Secretaries, which is annexed to this Board''s Report as Annexure-3.
Pursuant to Section 204 of the Companies Act, 2013 M/s S.K. Sikka & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31 March 2023.
During the year under review, the Company has not issued any equity shares with differential rights, sweat equity shares or employee stock option.
Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable to the Company.
There is no change in the Equity and Preference share capital during the year under review.
Details pertaining to the shares in ''Unclaimed suspense account'' in Compliance with the terms of SEBI (LODR) Regulations, 2015 are given in the Report on Corporate Governance annexed with this report. POSTAL BALLOT
The Company has not conducted any Postal Ballot during the year under review.
A Report on Corporate Governance along with a Certificate from the Practicing Company Secretary
regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.
The extract of annual return in form no. MGT-7 would be available at the website of the Company at
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-1 which forms part of this Report. No foreign technology has been availed by the Company.
Relationship with the employees remained cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees at all levels to the operations and in establishing operational efficiencies of the Company during the year under review.
The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the statement annexed herewith as Annexure-4.
The information required pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 102 lacs per annum if employed throughout the year and Rs. 8.50 lacs per month if employed for part of the year, is given in the statement annexed herewith as Annexure-4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has extended corporate guarantee amounting to Rs. 1,679 lacs under Section 185 of the Companies Act, 2013 for a loan taken by the holding company M/s Kapedome Enterprises Limited, the disclosure of which is given at Note No. 40 D forming part of the financial statements.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Directors state that:
(i) in the preparation of the annual accounts for the year ended 31 March 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures;
(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 March 2022 and of the profit of the company for the year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) 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.
BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated the inclusion of a âBusiness Responsibility Reportâ as a part of Company''s Annual Report for top 1000 listed entities based on market capitalization (as on March 31 of every financial year) by the stock exchanges. As on 31 March 2022, the company is not amongst the top 1000 listed entities based on market capitalization, however the ''Business Responsibility Report'' for the year 2021-22 is attached and forms part of the Annual Report.
THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There was neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.
Your Directors convey sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company for their continued support. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.
For and on behalf of the Board
Place : Chandigarh Jagesh Kumar Khaitan
Dated : 21 May 2022 Chairman
Mar 31, 2018
The Directors take pleasure in presenting the 21s1 Annual Report on the business and operations, together with audited statements ofAccounts of the Company, forthe financial year ended 31 March 2018.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company forthe financial year 2017-18 are given hereunder.
(Rs. in lacs)
|
2017-18 |
2016-17 |
|
|
Sales & other income |
71,795.72 |
64,591.39 |
|
Operating Profit |
15,111.50 |
11,976.51 |
|
Interest |
2,458.40 |
2,016.46 |
|
Gross Profit |
12,653.10 |
9,960.05 |
|
Depreciation |
1,942.00 |
1,536.40 |
|
Profit before tax |
10,711.10 |
8,423.65 |
|
Provision for |
||
|
- Current Tax |
2,410.83 |
1,811.31 |
|
- Deferred Tax charge |
1,011.52 |
682.25 |
|
Net Profit after tax |
7,288.75 |
5,930.09 |
|
Other comprehensive Income (Expense) |
(14.63) |
(43.28) |
|
Total comprehensive Income (Expense forthe year |
7,274.12 |
5,886.81 |
DIVIDEND
Your Directors have proposed a dividend of Rs. 2.50 per share (previous year Rs. 2.00 per share) on the Equity Shares of Rs. 10/each and Re. 1.00 per share (previous year Re. 1.00 per share) on the cumulative Redeemable Preference Shares of Rs. 10/- each, for the financial year ended 31 March 2018 amounting to Rs. 624.67 lacs including a dividend distribution tax of Rs. 106.51 lacs.
OPERATIONS
During the year your Company has achieved the highest ever production of paper, which was 1,25,617 metric tonnes, as against 1,15,997 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,26,087 metric tonnes this year which includes opening stock of 470 metric tonnes leaving NIL closing stock as against the sale of 1,15,724 metric tonnes and closing stock of470 metric tonnes in the previous year.
The figures given in the Financial Highlights forthe current year under review show the following trends over the previous year:
The company has recorded a phenomenal performance in its working results. This excellent performance is due to the improved operational efficiencies, better productivity and product quality, higher volumes of premium quality paper products like copier and surface sized paper, and improved sales realizations.
The company recorded a net sales turnover (net of excise/GST) and including other income, at Rs.70,780.15 lacs, up by 15.9%; operating profit at Rs. 15,111.50 lacs, up by 26.2%, Profit before Tax at Rs. 10,711.10 lacs, up by 27.2% compared to the previous year. Net profit after tax and other comprehensive income (expense) is up by 23.6% and stands at Rs. 7,274.12 lacs.
The initiatives taken by your company in the recent years in improving productivity and operational efficiencies have led to achieving the above operational performance. The company has continued to take up projects in focused areas for improvement and this has also led to improved operational efficiencies, productivity, reduction in operational costs, and sizeable increase in savings, thereby substantially improving the bottom-line.
The results of cost reduction initiatives and operational efficiencies will continue to be more visible in the current financial year 2018-19 as your company has continued these initiatives to optimize capacity utilization, cost reduction, new products, optimizing production of better margin products by further undertaking modification and up-gradation of the paper machines and other equipments for improving the product quality and operations.
These initiatives have made your company not only one of the most cost competitive paper mills, but is also placed amongst the large paper player in the writing and printing segment. Furthermore, continuous research & development have enabled the company to manufacture papers of distinctive prime quality, which is competing with the premium quality of other large paper mills.
Writing & printing paper segment has witnessed optimum capacity utilizations levels over the past few years due to steady demand growth. This led to large capacity additions in recent years and demand has risen to absorb these capacity accretions.
Your company has been able to operate at higher optimum levels of production and sale. CARE Ratings expects that the overall paper demand growing at a CAGR of 6.6% and to touch 18.5 million tonnes in 2018-19. The demand growth is expected to be benefitted by the steady economic recovery, improved industrial activity and rise in the advertisements. The demand will continue to be driven and supported by greater Government thrust and spending on education sector, corporate spending on stationary and healthy growth in services sector. Further, with the ongoing focus of the Govt, towards digital transactions and consequent rise in the number of banking transactions, demand for cheque books and pass books is also expected to rise in the near term.
After witnessing a growing rate of capacity addition in the early part of the decade, the planned domestic capacity (Greenfield and Brownfield) additions for paper and newsprint has slowed down, primarily due to a shortage of its key raw material i.e. pulp wood and rising prices of local waste paper. Additionally, the Chinese Government has banned the import of several varieties of waste paper, which is the primary raw material forfinished paper which has resulted in a fill up to wood pulp process.
The individual segments are expected to grow as follows:
- Printing and Writing segment demand is expected to grow at a CAGR of 4.2% and reach 5.3 million tonnes in FY19. The demand is expected to grow on account of an anticipated pick-up from the education sector with improving literacy rates and growing enrolment as well as increasing number of schools, colleges and institutions. Continued government spending on education through the Sarva Shiksha Abhiyan and Government''s Right to Education initiative is expected to lead to an increased expenditure on textbooks, notebooks and other assorted paper products thereby driving demand.
- Packaging paper & board segment caters to industries such as FMCG, food & beverage, pharmaceutical, textiles, etc. Demand for Packaging Paper & Board segment is expected to grow at a CAGR of 8.9% and reach 9.7 million tonnes in FY19 due to factors such as increased urbanization, requirement of better quality packaging of FMCG products marketed through organized retail, and increasing preference for ready-to-eat foods.
- Improving literacy rates, rising circulation and an increasing number of newspapers and magazines is expected to support growth in newsprint demand which is expected to reach 2.7 million tonnes in FY19.
- Specialty paper is expected to grow at about 12% CAGR between through 2019 as compared to about 9% CAGR in the last 5 years. The main varieties of specialty paper are tissue paper, decor paper, thermal paper, cigarette paper and business card paper. Their usage has been growing in line with growth in the economy, rise in organised retail penetration and increase in urbanisation.
The detailed performance of Company''s operations for the year ended 31 March 2018 has been stated in the Management Discussion & Analysis, which appears as a separate statement in the Annual Report.
FINANCE
(a) TERM LOANS
The company has taken up implementation of Capex projects for modification, up-gradation of paper machines and other equipments and cost reduction initiatives. The proposed Capex cost is Rs. 192.00 crores and is funded by Term Loans of Rs. 144.00 crores and internal accruals of Rs. 48.00 crores. The term loans of Rs. 144.00 crores have been sanctioned by the Banks and disbursement is underway. The projects are expected to be completed and commissioned by December 2018.
(b) WORKING CAPITAL
Banks have sanctioned the enhanced working capital limits amounting to Rs. 11,500.00 lacs (fund based Rs. 5,000.00 lacs, non-fund based Rs. 6,500.00 lacs during the year under review.
(c) FIXED DEPOSITS
As on 31 March 2018, your Company had Fixed Deposits of Rs. 4,350.43 lacs. There were no overdue deposits as on 31 March 2018.
The above deposits have been accepted fora period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 15 September 2017 pursuant to the compliance of the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.
Details of Deposits:
(a) Accepted (including renewals) during the year- Rs. 2593.31 lacs
(b) Remained unpaid or unclaimed as at the end of the year- Nil
There has been no default in repayment of deposits or payment of interest thereon during the year.
EXTERNAL CREDIT RATING
During the year under review, CARE Ratings Limited has upgraded the external credit rating forthe Long term, Short term Bank facilities and Fixed Deposits of the company from BBB to A-. The facility wise upgrarded rating is as under:
|
Facilities |
Amount (Rs./Cr) |
Upgraded Rating |
|
Long term Bank Facilities |
343.92 |
CARE A-; Stable (A minus: Outlook: Stable) |
|
Short term Bank Facilities |
65.0(3 |
CARE A2 (A Two Plus) |
|
Fixed Deposits |
45.00 |
CARE A- (FD); Stable [A minus (Fixed deposit); Outlook Stable] |
CHANGE IN THE NATURE OF BUSINESS
The nature of business continues to be in the field of paper - W&P and specialty, with all investments and operational strategies focused only here, and there is no change in the nature of business.
MATERIAL CHANGE
No material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.
HOLDING/SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint ventures or associate company within the meaning of the Companies Act, 2013. Kapedome Enterprises Limited (formely Esteem Finvetures Limited) is the holding company of Kuantum Papers Limited (KPL) having 57.35% equity shares of KPL.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board of Directors of your Company has constituted a CSR Committee. The CSR Policy has been framed by the Company which is placed on the Company''s website.
In pursuance of the Companies Act, 2013 and in alignment with its vision, the Company through its CSR initiatives will continue to enhance value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth forthe society and community.
During the year under review, the company has spent an amount of Rs. 101.45 lacs on the projects covered under CSR activities. Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annual Report on CSR activities at ''Annexure-A''.
VIGIL MECHANISM
Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called the ''Whistle Blower Policy'' for Directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation or the Company''s code of conduct or ethics policy. In line with this requirement, the Company has framed a âWhistle Blower Policyâ. The same is placed on the Company''s website.
RISK MANAGEMENT COMMITTEE
In line with the new regulatory requirements, the company has framed a ''Risk Management Policy'' to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee has also been constituted to oversee the risk management process in the Company.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s risk management systems and programs comprises of various processes, structures and guidelines which assist the Company to identify, assess, monitor and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company''s Management and the Risk Management Committee to oversee and manage the risk management Programs. The company has taken Industrial All Risk
Policy to insure its fixed assets and inputs that cover known and unknown risk including fire. Details of the various risks, which can affect the Company''s business and the management''s perception, are more elaborately given in the ''Management Discussion & Analysis'' attached to this Report.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures.
The Company''s internal control systems are reviewed by M/s A. Gandhi and Associates, internal auditors, an independent firm of Chartered Accountants. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditors reports directly to the Audit Committee to ensure complete independence.
RELATED PARTY TRANSACTIONS
All related party transactions are entered at arm''s length basis and as per the applicable provisions of the Companies Act, Indian Accounting Standards and the Listing Regulations. No materially significant related party transactions have been entered by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of the Company at large. Astatement of all related party transactions is presented before the Audit Committee on a quarterly basis duly certified by the CEO and CFO. The Related Party Transactions Policy as approved by the Board is placed on the Company''s website.
The details of the related party disclosures and transactions as prescribed in Form AOC-2 are given in the Note No. 42 of the notes on Financial Statements. All the related party transactions are done at arms length and pertain to the FY 2017-18.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.
DIRECTORS/ CHANGE IN THE DIRECTORSHIPS
Justice S.S. Sodhi (Retd.), Mrs. Neena Singh, Sh. Ashutosh Khaitan and Sh. D.S. Sandhawalia have resigned from the directorship of the Company during the year. The Directors place on record their appreciation of the valuable advice and guidance given by them during theirtenure.
Sh. Vivek Bihani and Ms. Shireen Sethi were appointed as Independent Directors during the year w.e.f. 12 August 2017 and their appointment is for a period of 5 years. Sh. D.S. Sandhawalia was appointed as Non- Independent Director, w.e.f. S*1 November 2017 and shall be subject to retirement by rotation.
Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Jagesh Kumar Khaitan shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and the relevant rules.
INDUCTIONS & TRAINING OF BOARD MEMBERS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent Directors in the following areas:
(a) Nature of the industry in which the entity operates;
(b) Business model of the entity;
(c) Roles, rights, responsibilities of independent directors;
The Independent Directors visit the Company''s Plant periodically to enable themselves to be conversant with manufacturing operations & processes.
Presentations are made to the Board/Committees of the Board on regular intervals which, inter alia, cover business strategies & reviews, operations, Industry developments, management structure, periodical financial results, budgets/business plans, review of Internal Audit and risk management framework.
Further as per Regulation 46(2) (i) of SEBI (Listing Obligations & Disclosure Requirements), 2015 the required details are as follows:
|
Details of familiarization programmes imparted to independent directors |
FY 2017-18 |
Cumulative till date |
|
Number of programmes attended by independent directors |
4 |
17 |
|
Number of hours spent by independent directors in such programmes |
6 |
28 |
PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS
Nomination, Remuneration and Evaluation policy has been framed by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors as well as the Board. The framework of performance evaluation of the Directors captures the following points:
(a) Performance of the directors and key attributes of the Directors that justify his/her extension/continuation on the Board of the Company.
(b) Participation ofthe Directors in the Board proceedings and their effectiveness.
(c) Fulfillment of the independence criteria and their independence from the management as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or enactment thereof for the time being in force) in case of Independent Directors.
The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects ofthe Board''s functioning such as composition ofthe Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness.
During the year under review, a meeting of Independent Directors was held on 30 March 2018 wherein the performance ofthe Non Independent Directors and the Board as a whole vis-&-vis the performance ofthe Chairman ofthe Company was reviewed.
Disclosures on Board Evaluation:
i. Observations of Board Evaluation carried outforthevear:
In conformity with the evaluation policy and laid down parameters, the overall contribution of each Director was assessed as satisfactory and appreciable. The suggestions, participation, involvement and constant efforts of each director in the light of improving business operations and overall growth and development ofthe Company was really significant.
ii. Previous year''s observations and actions taken:
There was no untoward negative observation ofthe Board with regard to the previous year. However, it has been the endeavor of the Board of Directors of the Company to attain the highest level of transparency, accountability and integrity as well as highest applicable legal and ethical standards in the functioning of the Company with a view to create value that can be sustained continuously for the benefit of its stakeholders.
iii. Proposed actions envisaged:
The Company proposes to hold more trainings/presentations/interactions enabling the Directors to uphold highest standards of integrity & probity and strict adherence of the Companies Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, and other rules and regulations besides Company''s Code of Conduct as also to strive for constructive, effective and value-added deliberations at the meetings as also to consistently strive to implement best corporate governance practices reflecting its strong value system and ethical business conduct.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection, appointment, remuneration and evaluation of Directors, Senior Management and Key Managerial Personnel. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a ''Prevention of Sexual Harassment Policy'' pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.
NUMBER OF MEETINGS OF THE BOARD
During the year, 5 (Five) Board meetings were convened and held. Details of number of meetings of Board of Directors and committees thereof and the attendance ofthe Directors in such meetings are provided under the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013.
DIRECTORS''RESPONSIBILITY STATEMENT
As required under section 134(3) (c) read with Section 134(5) ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors state that:
(i) in the preparation of the annual accounts for the year ended 31 March 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures;
(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe company as at 31 March 2018 and ofthe profit of the company for the year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) 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.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee constituted by the Board comprises of four Independent Directors and two Executive Directors as on 31 March 2018. During the year, 4 (four) Audit Committee meetings were convened and held. The details of the Audit Committee meetings, attendance ofthe members and terms of reference are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013.
AUDITORS & AUDITOR''S REPORT
M/s BSR & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors ofthe company, have been appointed for a period of 5 years by the shareholders in the Annual General Meeting held on 18 September 2015 till the conclusion of 23rd Annual General Meeting to be held in the year 2020, at such remuneration as may be fixed by the Board of Directors. Section 139 ofthe Companies Act, 2013 (the âActâ) read with Rule 3(7) ofthe Companies (Audit and Auditors) Rules, 2014 required that the appointment ofthe statutory auditors will be subject to ratification by shareholders at every Annual General Meeting; but pursuant to the notification of the Central Government dated 7 May 2018, the ratification provision has been withdrawn.
The Notes on Accounts referred to in the Annexure to the Auditor''s Report are self-explanatory and do not call for any comments.
COST AUDITORS
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31 March 2018. The Company''s Cost Audit Report for the year ended 31 March 2017 was filed on 22.08.2017 (Due date 30.09.2017). The said firm has been appointed as cost auditors ofthe Company forthe financial year 2018-19 as well.
SECRETARIAL AUDITORS
Pursuant to Section 204 ofthe Companies Act, 2013 M/s S.K. Sikka &Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit ofthe Company forthe financial year ending 31 March 2019. They have submitted the Secretarial Audit Report which is annexed to this Board''s Report as Annexure-3.
SHARE CAPITAL
During the year under review, the Company has not issued any equity shares, including with differential rights, sweat equity shares or employee stock option.
Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable to the Company.
There is no change in the share capital during the year under review.
Details pertaining to the shares in ''Unclaimed suspense account'' in compliance with the terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given in the Report on Corporate Governance Report annexed with this report.
POSTAL BALLOT
The Company has not conducted any Postal Ballot during the year under review.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return in form no. MGT-9 is attached with this report as Annexure -2.
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation ofthe financial statements. In accordance with clause (iii) of sub rule (1) ofthe Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.
The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information forthe year ended 31 March 2017 as well as the financial statements on the date of transition i.e. 1 April 2016.
GOODS & SERVICE TAX
With the implementation of Goods and Service Tax (GST) from 1 July 2017 India has moved toward a single indirect tax regime for goods and services for the entire country with uniform law. The majority of indirect taxes have been subsumed in GST. GST is the biggest tax reform in the history of Indian Economy and leading to simplify the movement of the goods and services across the country, shrinking delivery times and widening the product markets. The spillover effects of GST are immense from increase in Government revenue vis-a-vis better tax compliance and reduced tax evasion, enabling greater control and facilitating efficient monitoring than the traditional taxation system. The increased tax revenues of Government would create scope for enhanced public investments in various social and physical infrastructural activities creating further scope for employment generation. However, despite the immense potentiality borne by GST towards a higher growth trajectory of Indian economy, the industry has been facing enormous problems due to the teething issues during its implementation which are being addressed by the Government constantly.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014 is given in Annexure-1 which forms part of this Report. No foreign technology has been availed by the Company.
PERSONNEL
Relationship with the employees remained cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees at all levels to the operations and operational efficiencies ofthe Company during the year under review.
PARTICULARS OF EMPLOYEES
The information required under section 197(12) ofthe Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the statement annexed herewith asAnnexure-4.
The information required pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars ofthe employees in receipt of remuneration in excess of Rs. 102 lacs per annum if employed throughout the year and Rs. 8.50 lacs if employed for part of the year, is given in the statement annexed herewith asAnnexure-4.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not extended any loan, guarantee or investment under Section 186 ofthe Companies Act, 2013.
ACKNOWLEDGMENT
Your Directors convey sincere thanks to the various agencies ofthe Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company for their continued support. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation forthe dedicated services rendered by the workers, staff and officers ofthe Company.
For and on behalf of the Board
Place : Chandigarh Jagesh Kumar Khaitan
Dated : 25 May 2018 Chairman
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 17th Annual Report on
the business and operations, together with audited statements of
Accounts of your Company, for the financial year ended 31 March 2014.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the year 2013-14
are given hereunder.
(Rs. in lacs)
2013-14 2012-13
Sales & other income 50,872.03 44,797.55
Operating Profit 7,745.24 5,987.53
Interest 2,159.86 2,291.12
Gross Profit 5,585.38 3,696.41
Depreciation 1,853.68 1,569.93
Profit before tax 3,731.70 2,126.48
Provision for
* Current Tax (790.28) (425.46)
* Deferred Tax charge for the year (813.30) (845.13)
* Deferred Tax charge for prior years 436.27 -
* MAT credit entitlement 790.28 425.46
Net Profit after tax 3,354.67 1,281.35
Balance b/f from previous year 4,037.01 2,807.65
Profit available for appropriations 7,391.67 4,089.00
Appropriations:- Proposed Dividend on
(a) Equity shares - -
(b) Preference Shares @ Rs. 1.00 Per
share (Pro-rata) 164.38 1.71
(c) Tax on dividend 27.94 0.29
(d) Capital Redemption Reserve - 50.00
(e) General Reserve - -
Balance carried to Balance Sheet 7,199.35 4,037.00
DIVIDEND
Your Directors have recommended a dividend of Rs. 1.00 per share
(previous year Rs. 0.70 per share) on the Redeemable Preference Shares
of Rs.10/- each, on the preference share capital, on pro-rata basis,
for the year ended 31 March 2014 amounting to Rs. 164.38 lacs and to
pay a dividend tax of Rs. 27.94 lacs thereon. No dividend has been
recommended on the equity shares to conserve and plough back the
resources for the ongoing and upcoming capex projects.
OPERATIONS
The production of paper during the year under review was 97,572 metric
tonnes as against 1,00,218 metric tonnes in the previous year. The
quantitative figure for the sale of paper was 97,535 metric tonnes this
year, leaving closing stock of 35 metric tonnes, as against the sale of
1,00,218 metric tonnes in the previous year. The production during the
year was slightly lower during the current year due to better product
mix but leading to higher sales realizations as also higher production
of copier and other premium quality paper compared to the previous
year.
The figures given in the Financial Highlights for the current year
under review show the following trends over the previous year;
Gross sales turnover and other income is up by 13.56% at Rs. 50,872.03
lacs, operating profit is up by 29.35% at Rs. 7,745.24 Lacs, Profit
before Tax is up by 75.48% at Rs. 3,731.70 lacs. Net profit after tax
is up by 161.80% and stands at Rs. 3,354.67 lacs.
There has been a significant improvement in the profitability during
the year under review compared to the previous year which is mainly due
to higher sales realizations, better product mix and brand equity,
improved quality and higher volumes of premium quality paper products
like copier and surface sized paper. This is despite the increase in
the input costs in terms of raw materials, fuel and chemical costs,
imported pulp due to the high volatility in US $ and consequent high
depreciation in the Indian currency and high interest costs.
The initiatives taken by your company in increasing productivity and
efficiency have led to improvement of the operational performance,
which is visible from the operational performance for the year under
review. The results of cost reduction initiatives and operational
efficiencies will be further visible in the current financial year
2014-15 as your company has continued the initiatives to optimize
capacity utilization, cost reduction initiatives, innovation of new
products and is further undertaking modification and up- gradation of
pulp mill and paper machines for improving the product quality
vis-a-vis cost reduction initiatives. The projects are in progress and
will be commissioned during the current year 2014-15.
The Mill Expansion Plan implemented in the previous years, has made
your company one of the most cost competitive paper mills, as also one
of the large paper player in the writing and printing segment. Further
continuous innovative initiatives have enabled the mill to manufacture
papers of distinctive prime quality, which is competing with the
premium quality of other large paper mills.
Writing & printing paper segment have witnessed optimum capacity
utilizations levels over the past few years due to significant demand
growth. This led to large capacity additions in recent years and demand
is taking its time to absorb these capacity accretions. Despite this
trend, your company has been able to operate at almost optimum levels
of production and sale, and has been able to offset the associated
negatives to a large extent.
As per CRISIL estimates, the demand for Paper and Paperboard will
continue to grow at a steady pace over next 5 years. Demand for Writing
& Printing paper is expected to grow to 5.2 million tonnes in 2017-18,
a CAGR of 6.5-7 per cent. The key drivers for this growth are the
Government''s emphasis on education and literacy and its spending on the
education, corporate spending on stationery and advertisement, coupled
with growth in organised retail and demand for better-quality paper.
However, growth in demand in 2014-15 is expected to be moderate at 5.5%
on the back of a weak macroeconomic environment unless substantive
policy measures are undertaken by the Govt. to boost investment
sentiment. Between 2015-16 to 2017-18 growth in demand is expected to
be at 6.5-7%. Within the writing & printing paper segment, the demand
for copier paper is expected to grow at the fastest pace at CAGR of
12.6% on account of rise in the corporate spending in stationery. This
is because a rise in corporate spending on stationery has translated
into considerable demand for high-quality copier paper from the office
printing segment.
Demand for Creamwove Paper (the most widely-used variety in Indian
school textbooks), which accounted for 44 per cent of W&P paper demand
in 2012-13 compared to 50% in 2007-08, is expected to grow at a steady
pace as more new educational institutions are likely to come up in the
country between 2014-15 and 2016-17, as an outcome of the Indian
Government''s Right to Education (RTE) initiative. Creamwove continues
to the largest contributor to the W&P demand. Additionally, initiatives
like Rashtriya Madhyamik Shiksha Abhiyan and Sarva Shiksha Abhiyan will
continue to boost the paper demand.
The detailed performance of Company''s operations for the year ended 31
March 2014 has been stated in the Management Discussion & Analysis
Report which appears as a separate statement in the Annual Report.
FINANCE
(a) Project finance
Punjab National Bank has sanctioned a term loan of Rs. 2,000 lacs. The
disbursement of the loan has commenced during the year under review.
(b) Working capital
The enhanced working capital limits amounting to Rs. 10,325 lacs (fund
based Rs. 5,000 lacs & non-fund based Rs. 5,325 lacs) have been
appraised and sanctioned by the Banks.
(c) Fixed Deposits
As on 31 March, 2014, your Company had Fixed Deposits of Rs. 1,984.12
lacs. There were no overdue deposits as on 31 March 2014. There was no
failure in making repayment of the fixed deposits on maturity,
including interest due thereon, in terms of the conditions of your
Company''s Fixed Deposits Scheme.
The above deposits have been accepted for a period of 1 year to 3 years
as per the Fixed deposit Scheme duly approved by the Board in its
meeting held on 13 September 2013 pursuant to the provisions of
Companies Act, 1956 read with the Companies (Acceptance of Deposit)
Rules 1975. However, as per the provisions of Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules 2014, all the deposits
accepted pursuant to the provisions of Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules 1975 are required to be
mandatorily repaid within one year from the date of commencement of Act
i.e. 1 April 2014 or from the date on which such payments are due,
whichever is earlier.
Henceforth, the fixed deposits will be invited, accepted and renewed as
per the relevant provisions of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules 2014 upon compliance of the
procedure laid down therein. Necessary steps towards the same are
underway and the deposits will be invited, accepted and renewed in
accordance with the new provisions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure, which forms part of this Report.
PERSONNEL
Relationship with the employees remained cordial throughout the year in
the Company. The Directors express their appreciation for the
contribution made by the employees at all levels to the operations and
operational efficiencies of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are to be set out in the Annexure, which forms part of this
Report. However, as per the provisions of Section 219(1)(b)(iv) of the
said Act, the report and accounts are being sent to all the members of
the Company excluding the aforesaid information. This statement shall
be made available for inspection to any member during working hours for
a period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
President (Finance) & CFO/ Company Secretary at the Registered Office
of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Sh. D.S. Sandhawalia and Sh.
Ashutosh Khaitan shall retire by rotation at the forthcoming Annual
General Meeting and are eligible for re-appointment.
In compliance with the section 149 (1) of the Companies Act, 2013 with
regard to the appointment of a woman director, Mrs. Neena Singh has,
accordingly been appointed as director.
AUDITORS & AUDITOR''S REPORT
M/s B S R & Co., Chartered Accountants, Statutory Auditors of the
company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The company has received a certificate from the Statutory Auditors to
the effect that their reappointment, if made, would be within the
prescribed limit under section 139 (1) of the Companies Act, 2013 and
they are not disqualified for appointment within the meaning of Section
141 (3) (g) of the said Act.
The Notes on Accounts referred to in the Annexure to the Auditor''s
Report are self-explanatory and do not call for any comments.
COST AUDITORS
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for
conducting the cost audit of the Company for the year ended 31 March
2014. The Company''s Cost Audit Report for the year ended 31 March 2013
was filed on 10.09.2013 (Due date 30.09.2013). The said firm has been
appointed as cost auditors of the Company for the financial year
2014-15 as well.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the accounting policies selected and applied are consistent and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the company for that
period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of
the Central and State Governments, Banks and other concerned agencies
for all the assistance and cooperation extended to the Company. The
Directors also deeply appreciate and acknowledge the trust and
confidence the vendors, suppliers, dealers, customers, shareholders and
investors reposed in the Company. Your Directors also place on record
their appreciation for the dedicated services rendered by the workers,
staff and officers of the Company.
For and on behalf of the Board
Place: Chandigarh Jagesh K Khaitan
Dated: 15 May 2014 Chairman & Managing Director
Mar 31, 2013
To the Members,
The Directors take pleasure in presenting the 16th Annual Report on
the business and operations, together with audited statements of
Accounts of your Company, for the financial year ended 31st March,
2013.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the year 2012-13
are given hereunder.
(Rs. in lacs)
2012-13 2011-12
Sales & other income 44,797.55 39,814.71
Operating Profit 6,045.83 4,515.38
Interest 2,349.42 2,425.03
Gross Profit 3,696.41 2,090.35
Depreciation 1,569.93 1,542.33
Profit before tax 2,126.48 548.02
Provision for
- Current Tax (425.46) (109.65)
- Deferred Tax charge for the year (845.13) (176.26)
- MAT credit entitlement 425.46 109.65
Net Profit after tax 1,281.35 371.76
Balance b/f from previous year 2,807.65 2,491.96
Profit available for appropriations 4,089.00 2,863.72
Appropriations:-
Proposed Dividend on
(a) Equity shares -- --
(b) Preference Shares @ Rs. 0.70 Per share 1.71 5.20
(c) Tax on dividend 0.29 0.87
(d) Capital Redemption Reserve 50.00 50.00
(e) General Reserve -- --
Balance carried to Balance Sheet 4,037.00 2,807.65
DIVIDEND
Your Directors have recommended a dividend of Rs. 0.70 per share
(previous year Rs. 0.70 per share) on the Redeemable Preference Shares
of Rs.10/- each, on the preference share capital, on pro-rata basis,
for the year ended 31st March, 2013 amounting to Rs. 1.71 lacs and to
pay a dividend tax of Rs. 0.29 lacs. No dividend has been recommended
on the equity shares to conserve and plough back the resources for the
ongoing and upcoming capex projects.
OPERATIONS
The production of paper during the year under review was 1,00,218
metric tonnes as against 95,383 metric tonnes in the previous year. The
quantitative figure for the sale of paper was the same at 1,00,218
metric tonnes this year, leaving no closing stock, as against 95,493
metric tonnes in the previous year.
The figures given in the Financial Highlights for the current year
under review show the following trends over the previous year;
Gross sales turnover and other income is up by 12.51% at Rs. 44,797.55
lacs, operating profit is up by 33.89% at Rs. 6,045.83 Lacs, Profit
before Tax is up by 294.17% at Rs. 2,126.48 lacs. Net profit after tax
is up by 244.67% and stands at Rs. 1,281.35 lacs.
There has been a significant improvement in the profitability during
the year under review compared to the previous year mainly due to
improved sales realizations, better product mix, improved quality and
launching of new paper products like copier and surface sized paper.
This is despite the increase in the input costs in terms of fuel and
chemical costs, imported pulp due to the depreciation in the Indian
currency and high interest costs.
The initiatives taken by your company in increasing productivity and
efficiency have led to improvement of the operational performance in
terms of production and sales, which is visible from the operational
performance for the year under review. The results of cost reduction
initiatives and operational efficiencies will be further visible in the
current financial year 2013-14 as your company has continued the
initiatives to optimize capacity utilization; innovation of new
products and is undertaking modification and up-gradation of pulp mill
and paper machines with a view to improve the product quality, as also
installation of equipments for compliance with Corporate Responsibility
for Environment Protection (CREP) guidelines prescribed by Ministry of
Environment and Forests (MoEF), New Delhi for large scale pulp and
paper industry. The above projects are in progress and will be
commissioned during the current year 2013-14.
With the implementation of the Mill Expansion Plan, the company has
become one of the most cost competitive paper mills, as also one of the
large paper player in the writing and printing segment. Further
innovative initiatives have enabled the mill to manufacture papers of
distinctive quality, which is competing with the premium quality of
other large paper mills.
Writing & printing paper segment have witnessed optimum capacity
utilizations levels over the past few years due to significant demand
growth. This led to large capacity additions in recent years and demand
is taking its time to absorb these capacity accretions. Despite this
trend, your company has been able to operate at higher levels of
production and sale, and have been able to offset the negatives to a
large extent.
As per CRISIL estimates, Paper and Paperboard demand will grow at a
steady pace over next 5 years. Demand for Writing & Printing paper is
expected to grow to 5.2 million tonnes in 2017-18 from 3.9 million
tonnes in 2012-13, a CAGR of 6.0-6.5 per cent. The key drivers for
this growth are the Government''s emphasis on education and literacy,
coupled with growth in organised retail and demand for better-quality
paper. However, growth in demand in 2013-14 is expected to be moderate
on the back of a weak macroeconomic environment unless substantive
policy measures are undertaken by the Govt. to boost investment
sentiment. Between 2012-13 and 2017-18, demand for copier paper is
likely to be the strongest at around 13 per cent CAGR. This is because
a rise in corporate spending on stationery has translated into
considerable demand for high-quality copier paper from the office
printing segment. Hence, the share of copier paper in total Writing &
Printing paper demand is expected to increase around 24 per cent in
2017-18 from 18 per cent in 2012-13.
Demand for Creamwove Paper (the most widely-used variety in Indian
school textbooks), which accounted for 52 per cent of W&P paper demand
in 2012-13, is expected to grow at a steady 3.0-3.5 per cent CAGR over
the same period. About 2.5 lac new educational institutions are likely
to come up in the country between 2012-13 and 2016-17, as an outcome of
the Indian Government''s Right to Education (RTE) initiative.
Additionally, initiatives like Rashtriya Madhyamik Shiksha Abhiyan and
Sarva Shiksha Abhiyan will continue to boost the paper demand.
The detailed performance of Company''s operations for the year ended
31st March, 2013 has been stated in the Management Discussion &
Analysis Report which appears as a separate statement in the Annual
Report.
FINANCE
(a) Project finance
State Bank of India has sanctioned a corporate loan of Rs. 1,200 lacs.
The loan has been disbursed during the year under review.
(b) Working capital
The enhanced working capital limits amounting to Rs. 8,575 lacs (fund
based Rs. 4,750 lacs & non-fund based Rs. 3,825 lacs) have been
appraised and sanctioned by the Banks.
(c) Fixed Deposits
As on 31st March, 2013, your Company had Fixed Deposits of Rs. 2,096.00
lacs. There were no overdue deposits as on 31st March, 2013. There was
no failure in making repayment of the fixed deposits on maturity,
including interest due thereon, in terms of the conditions of your
Company''s Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure, which forms part of this Report.
PERSONNEL
Relationship with the employees remained cordial throughout the year in
the Company. The Directors express their appreciation for the
contribution made by the employees at all levels to the operations and
operational efficiencies of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are to be set out in the Annexure, which forms part of this
Report. However, as per the provisions of Section 219(1)(b)(iv) of the
said Act, the report and accounts are being sent to all the members of
the Company excluding the aforesaid information. This statement shall
be made available for inspection to any member during working hours for
a period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
President (Finance) & CFO/Company Secretary at the Registered Office of
the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Sh. Umesh Kumar Khaitan and Sh.
Ashutosh Khaitan retire by rotation at the forthcoming Annual General
Meeting and are eligible for re-appointment.
AUDITORS & AUDITORS'' REPORT
M/s B S R & Co., Chartered Accountants, Statutory Auditors of the
company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The management''s reply to the auditors'' observation contained in the
Auditors'' Report at serial no. 4 regarding approval of the members in
the general meeting for managerial remuneration to the extent of Rs.
48.00 lacs for the year ended 31 March 2012 and to a director to the
extent of Rs. 10.09 lacs for the year ended 31 March 2013 has been
explained and disclosed in the note no. 4.11 of Schedule 4 -
"Other notes to accounts" .
Necessary resolutions at item nos. 6 and 7 for approval of the members
are contained in the notice for annual general meeting for approval of
the above remuneration.
The company has received a certificate from the Statutory Auditors to
the effect that their reappointment, if made, would be within the
prescribed limit under section 224 (1B) of the Companies Act, 1956 and
they are not disqualified for appointment within the meaning of Section
226 of the said Act.
The Notes on Accounts referred to in the Annexure to the Auditors''
Report are self-explanatory and do not call for any comments.
COST AUDITORS
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for
conducting the cost audit of the Company for the year ended March 31,
2013. The Company''s Cost Audit Report for the year ended March 31, 2012
was filed on 07.01.2013 within the extended date viz. 28.02.2013. The
said firm has been appointed as cost auditors of the Company for the
financial year 2013-14 as well.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the accounting policies selected and applied are consistent and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the company for that
period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of
the Central and State Governments, Banks and other concerned agencies
for all the assistance and cooperation extended to the Company. The
Directors also deeply appreciate and acknowledge the trust and
confidence the vendors, suppliers, dealers, customers, shareholders and
investors reposed in the Company. Your Directors also place on record
their appreciation for the dedicated services rendered by the workers,
staff and officers of the Company.
For and on behalf of the Board
Place: Chandigarh Jagesh K Khaitan
Dated: 13 August 2013 Chairman & Managing Director
Mar 31, 2012
The Directors take pleasure in presenting the 15th Annual Report on
the business and operations, together with audited statements
of Accounts of your Company, for the financial year ended 31st March,
2012.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the year 2011-12
are given hereunder.
(Rs. in lacs) (Rs. in lacs)
2011-12 2010-11
Sales & other income 39854.42 32184.73
Operating Profit 4515.38 4755.71
Interest 2425.03 2265.00
Gross Profit 2090.35 2490.71
Depreciation 1542.33 1464.11
Profit before tax 548.02 1026.60
Provision for
- Current Tax (109.65) (178.79)
- Tax Provision for earlier years -- (15.09)
- Prior period Deferred Tax Adjustment -- 1083.35
- Deferred Tax charge for the year (176.26) (285.40)
- MAT credit entitlement 109.65 200.84
Net Profit after tax 371.76 1831.51
Balance b/f from previous year 2491.96 922.36
Profit available for appropriations 2863.72 2753.87
Appropriations
- Proposed Dividend on
(a) Equity shares -- 87.26
(b) Preference Shares @ Rs. 0.70
Per share 5.20 8.71
(c) Tax on dividend 0.87 15.94
(d) Capital Redemption Reserve 50.00 50.00
(e) General Reserve -- 100.00
Balance carried to Balance Sheet 2807.65 2491.96
DIVIDEND
Your Directors have recommended a dividend of Rs. 0.70 per share
(previous year Rs. 0.70 per share) on the Redeemable Preference Shares
of Rs.10/- each, on the preference share capital for the year ended
31st March, 2012 amounting to Rs. 5.20 lacs and to pay a dividend tax
of Rs. 0.87 lacs. No dividend has been recommended on the equity shares
to conserve and plough back the resources for the ongoing capex
projects.
OPERATIONS
The production of paper during the year under review was 95,383 metric
tonnes as against 79,980 metric tonnes in the previous year. Similarly
the quantitative figure for the sale of paper was 95,493 metric tonnes
as against 80,119 metric tonnes in the previous year.
The figures given in the Financial Highlights for the current year
under review show the following trends over the previous year;
Gross sales turnover and other income is up by 23.8% at Rs. 39854.45
lacs, operating profit is down by 5.1% at Rs. 4515.38 Lacs, Profit
before Tax is down by 46.6% at Rs. 548.02 Lacs. Net profit after tax
stood at Rs. 371.74 Lacs.
The profitability during the year under review has been lower compared
to the previous year mainly due to lower sales realizations, higher
input costs in terms of fuel and chemical costs, and of imported pulp
due to the depreciation in the Indian currency and high interest costs.
In the Finance budget for the year 2012-13, the Govt. has increased the
central excise duty applicable to the writing and printing paper from
5% to 6%, and on supplies to the State Textbooks Corporations, from 1%
to 2%.
The Mill Expansion Plan has improved the operational performance in
terms of production and sales levels, which is visible from the
operational performance. The results of enhanced capacity operations
will be further visible in the current financial year 2012-13 as your
company has further taken initiatives to optimize capacity utilization;
is innovating on new specialty products, packaging paper; is
undertaking cost reduction initiatives, and modification and
up-gradation of pulp mill and paper machines for improving the product
quality, as well as making specialty and copier paper; as also
installation of equipments for compliance with Corporate Responsibility
for Environment Protection (CREP) guidelines prescribed by Ministry of
Environment and Forests (MoEF), New Delhi for large scale pulp and
paper industry. This entire outlay is at an estimated cost of Rs. 55
crores.
With the complete implementation of the Mill Expansion Plan, the
company has become one of the most cost competitive paper mills, as
also one of the large paper player in the writing and printing segment.
Further innovative initiatives have enabled the mill to manufacture
papers of distinctive quality, which will compete with the premium
quality of other large paper mills.
Writing & printing paper segment have witnessed high capacity
utilizations levels over the past few years due to significant demand
growth. This led to large capacity additions in recent years and will
drive more additions over the next 18-24 months. Though the growth in
the paper demand is likely to absorb these capacity increments, it may
not be adequate to absorb all the new capacities in the immediate
future, and would create a short term supply surplus. Despite this
trend, your company has been able to operate at higher levels of
production and sale, and have been able to offset the negatives to a
large extent.
Paper and paperboard demand is expected to increase at 7.5-8 per cent
CAGR over the next 5 years. However, growth is expected to remain
moderate in 2012-13, on the back of a weak macroeconomic environment,
unless substantive policy measures are undertaken by the Govt. to boost
investment sentiment. The monetary tightening policy that has continued
during the year under review by RBI, but unfortunately it has not been
able to curb the inflationary pressures, and has not borne desired
results. High inflation has been the major dampener in the economy
growth. Going forward, the inflation scenario remains challenging and
is expected to remain range bound.
The detailed performance of Company's operations for the year ended
31st March, 2012 has been stated in the Management Discussion &
Analysis Report which appears as a separate statement in the Annual
Report.
FINANCE
(a) Project finance
State Bank of Patiala has sanctioned a Term Loan of Rs. 4000 lacs, for
putting up the aforementioned capex projects. Of this, an amount of Rs.
2004.65 lacs has been disbursed during the year under review and the
balance will be disbursed in the financial year 2012-13.
(b) Working capital
The enhanced working capital limits amounting to Rs. 5760 lacs (fund
based Rs. 2835 lacs & non-fund based Rs. 2925 lacs) have been appraised
and sanctioned by the Banks.
(c) Fixed Deposits
As on 31st March, 2012, your Company had Fixed Deposits of Rs. 1963.50
lacs. There were no overdue deposits as on 31st March, 2012 except an
unclaimed deposit of Rs. 0.15 lacs due to the demise of the deposit
holder, and will be paid on receipt of requisite documents. There was
no failure in making repayment of the fixed deposits on maturity,
including interest due thereon, in terms of the conditions of your
Company's Fixed Deposits Scheme.
CHANGE IN NAME OF THE COMPANY
Consequent to the approval of the shareholders in the Extraordinary
General Meeting of the Company held on 23rd February, 2012, the name of
the company has been changed to Kuantum Papers Limited. The Registrar
of Companies, Punjab and Chandigarh has issued a fresh Certificate of
Incorporation under the new name i.e. Kuantum Papers Limited on March
30, 2012.
Henceforth, the operations under the name of Kuantum Papers Limited
will take forward the values, ethics, culture and the legacy of more
than three decades.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure, which forms part of this Report.
PERSONNEL
Cordial employee relations were maintained throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees, at all levels, to the operations of the Company
during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are to be set out in the Annexure, which forms part of this
Report. However, as per the provisions of Section 219(1)(b)(iv) of the
said Act, the report and accounts are being sent to all the members of
the Company excluding the aforesaid information. This statement shall
be made available for inspection to any member during working hours for
a period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the Sr.
Vice President (Finance) & CFO/ Company Secretary at the Registered
Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Justice S.S. Sodhi(Rtd) and Sh.
D.S. Sandhawalia retire by rotation at the forthcoming Annual General
Meeting and are eligible for re-appointment.
AUDITORS & AUDITOR'S REPORT
M/s B S R & Co., Chartered Accountants, Statutory Auditors of the
company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The management reply to the auditor's observation contained in the
auditor's report at serial no. 4 regarding approval of Central Govt.
for excess managerial remuneration of Rs. 29.06 lacs paid to directors
is as under:
The managerial remuneration to the whole time directors has been paid
as approved by the shareholders pursuant to Part-1I, Section-I of
Schedule XIII of the Companies Act, 1956. During the year under review,
the remuneration paid exceeds the amount payable due to inadequate
profits. The company has filed applications with the Ministry of
Corporate Affairs u/s 310 of the Act, for approval and the same is
awaited. Necessary disclosure has been made in the note 4.11 in the
notes to accounts.
The company has received a certificate from the auditors to the effect
that their reappointment, if made, would be within the prescribed limit
under section 224 (1B) of the Companies Act, 1956 and they are not
disqualified for appointment within the meaning of Section 226 of the
said Act.
The Notes on Accounts referred to in the Annexure to the Auditor's
Report are self-explanatory and do not call for any comments. COST
AUDITORS
M/s R.J. Goel & Co. were appointed as Cost Auditors for conducting the
cost audit of the Company for the year ended March 31, 2012 and the
actual date of filing the Cost Audit Report for the year ended March
31, 2011 was 22.09.2011 whereas the last date of filing was 29.09.2011.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the accounting policies selected and applied are consistent and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the company for that
period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the assistance and cooperation extended to the
Company. The Directors also deeply acknowledge the trust and confidence
the vendors, suppliers, dealers, customers, shareholders and investors
have placed in the Company. Your Directors also record their
appreciation for the dedicated services rendered by the workers, staff
and officers of the Company.
For and on behalf of the Board
Place: Chandigarh Jagesh K Khaitan
Dated: May 26, 2012 Chairman & Managing Director
Mar 31, 2011
To the Members,
The Directors take pleasure in presenting the 14th Annual Report on
the business and operations, together with audited statements of
Accounts of your Company, for the financial year ended 31st March,
2011.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the year 2010-11
are given hereunder.
(Rs. in lacs)
2010-11 2009-10
Sales & other income 32184.73 22179.10
Operating Profit 4755.71 3914.22
Interest 2265.00 1771.66
Gross Profit 2490.71 2142.56
Depreciation 1464.11 1205.96
Profit before tax 1026.60 936.60
Provision for
-Current Tax (178.79) (159.17)
-Tax Provision for earlier years (15.09) -
-Prior period Deferred Tax Adjustment 1083.35 -
-Deferred Tax charge for the year (285.40) (2188.92)
-MAT credit entitlement 200.84 159.17
Net Profit after tax 1831.51 (1252.32)
Balance b/f from previous year 922.36 2441.08
Profit available for appropriations 2753.87 1188.76
Appropriations:-
- Proposed Dividend on
(a) Equity shares 87.26 87.26
(b) Preference Shares @ Rs. 0.70 Per share 8.71 12.23
(c) Tax on dividend 15.94 16.91
(d) Capital Redemption Reserve 50.00 50.00
(e) General Reserve 100.00 100.00
Balance carried to Balance Sheet 2491.96 922.36
DIVIDEND
Your Directors are pleased to recommend Rs. 0.70 per share (7%) on the
Redeemable Preference Shares of Rs.10/- each, on the preference share
capital of Rs. 1,00,00,000/- and Rs. 1.00 per share (10%) on the Equity
Shares of Rs.10/- each, on the equity share capital of Rs.
8,72,63,630/- for the year ended 31st March, 2011 aggregating to Rs.
95,98,007/- and to pay a dividend tax of Rs. 15,94,133/-.
OPERATIONS
The production of paper during the year under review was 79,980 metric
tonnes as against 60,553 metric tonnes in the previous year. The sale
of paper was 80,119 metric tonnes as against 60,304 metric tonnes in
the previous year. The figures given in the Financial Highlights for
the current year under review show the following trends over the
previous year;
Gross sales turnover and other income is up by 45.1% at Rs. 32184.73
Lacs, operating profit is up by 21.5% at Rs. 4755.71 Lacs, Profit
before Tax is up by 9.6% at Rs.1026.60 Lacs. Net profit after tax stood
at Rs. 1831.51 Lacs after deferred tax adjustment of Rs. 1083.35 Lacs
accrued on the unabsorbed deprecation for the previous year.
The previous two years has been a period of ever increasing capacities
in the paper industry. It has been a situation of oversupply in the
market, wherein demand is gradually catching up. The indelible mark on
reduced price lines of paper products is very visible. Despite this
trend, we have been able to operate at higher levels of production and
sale, and have been able to offset the negatives to a large extent.
Robust growth and steady fiscal consolidation have been the hallmark of
the Indian economy in 2010-11. The growth has been broad based and has
been 8.6% in 2010-11 and is expected to be around 9% in 2011-12.
However higher inflation rate, higher input prices and volatility in
global markets have been a cause of concern which may impact the
projected growth.
In line with the economy growth recovery in 2010-11, the Govt. has
implemented gradual exit from stimulus package extended to the industry
in the previous years. In the budget for the year 2011-12, the Govt has
enhanced the excise duty applicable to the paper industry from 4% to 5%
and has also withdrawn the excise duty exemption provided to the state
textbooks corporations as also the exemption on the first clearance of
3500 MT which has been hitherto available to Agro paper mills.
As part of the Mill Expansion Plan, the Chemical Recovery Plant, the
Co-generation plant and Paper Machine had already been commissioned in
the previous year(s). The operations of Paper Machine-4, which were
under stabilization in the previous year, have since been stabilized
during the year under review which is visible from the improved
operational performance. The results of enhanced capacity operations
will be further visible in the current financial year 2011-12 as your
company further endeavors to optimize capacity utilization in view of
the stabilization of PM-4 and to achieve optimum capacity utilization
during 2011-12.
The members were informed in the last annual report that pulp mill is
at advanced stage of implementation. The Directors are pleased to
inform that pulp street which was the remaining project of the Mill
Expansion Plan, has also been commissioned during the year under
review.
Furthermore, during the year under review the company has also taken up
projects for debottlenecking the constraints and putting up balancing
equipment/ equipments towards the cost reduction initiatives and to
improve the quality of its product. To this end, the Banks have
sanctioned a term loan of Rs. 1250 lacs for the purpose. Your company
has further conceived few projects in its pursuit to continue with cost
reduction initiatives in 2011-12.
The detailed performance of Company's operations for the year ended
31st March, 2011 has been stated in the Management Discussion &
Analysis Report which appears as a separate statement in the Annual
Report.
FINANCE
(a) Project finance
Punjab National Bank has sanctioned a Term Loan of Rs. 1250 lacs, for
putting up the balancing equipments. Of this, an amount of Rs. 846.89
lacs has been disbursed during the year under review and the balance
will be disbursed in the current year 2011-12.
(b) Working capital
The enhanced working capital limits amounting to Rs. 5,450 lacs (fund
based Rs. 2,850 lacs & non-fund based Rs. 2,600 lacs) have been
appraised by Punjab National Bank. Punjab National Bank has sanctioned
their share and sanction by State Bank of Patiala, the consortium of
banker, is in process.
(c) Fixed Deposits
As on 31st March, 2011, your Company had Fixed Deposits of Rs. 1413.90
lacs. There were no overdue deposits as on 31st March, 2011; nor was
there any failure in making repayment of the fixed deposits on
maturity, including interest due thereon, in terms of the conditions of
your Company's Fixed Deposits Scheme.
SHIFTING THE REGISTERED OFFICE FROM THE NATIONAL CAPITAL TERRITORY OF
DELHI TO THE STATE OF PUNJAB
Consequent to the Special Resolution dated January 25, 2011 passed by
the shareholders through Postal Ballot, the company filed a petition
with the Company Law Board (CLB). CLB vide its order dated May 11, 2011
has confirmed and approved the shifting of Registered Office from the
National Capital Territory of Delhi to the State of Punjab. The
necessary forms pursuant to the Companies Act, 1956 are being filed.
DELISTING OF EQUITY SHARES FROM U.P. STOCK EXCHANGE
The Company was listed on Bombay Stock Exchange and U.P. Stock
exchange, Kanpur. Since the trading at Kanpur Exchange was almost
inactive, the Company voluntarily delisted itself from the Kanpur Stock
Exchange with effect from 14th March 2011. However, the company
continues to be listed on Bombay Stock Exchange, which has nationwide
trading terminals.
JOINT VENTURE WITH GRANIT RECHERCHE DEVELOPPEMENT S.A.
The Company had a joint venture with Granit Recherche Developpement
S.A. of Switzerland for treatment of black liquor through the "Lignin
Precipitation System (LPS)" plant in joint venture Company (JV) under
the name of "Greencone Environs Private Limited". The Company had
invested a sum of Rs. 1,29,83,000 in equity shares (49.62%) which has
been sold at par value during the year under review. The operations of
Greencone will continue as it is.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Cordial employee relations were maintained throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees, at all levels, to the operations of the Company
during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are to be set out in the Annexure which forms part of this
Report. However, as per the provisions of Section 219(1)(b)(iv) of the
said Act, the report and accounts are being sent to all the members of
the Company excluding the aforesaid information. This statement shall
be made available for inspection by any member during working hours for
a period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the Sr.
Vice-President (Finance) & CFO/ Company Secretary at the Registered
Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri Yashovardhan Saboo and Sh.
D.C. Mehandru retire by rotation at the forthcoming Annual General
Meeting and are eligible for re-appointment.
AUDITORS & AUDITOR'S REPORT
M/s B S R & Co., Chartered Accountants, Statutory Auditors of the
company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The company has received a certificate from the auditors to the effect
that their reappointment, if made, would be within the prescribed limit
under section 224 (1B) of the Companies Act, 1956 and they are not
disqualified for appointment within the meaning of Section 226 of the
said Act.
The Notes on Accounts referred to in the Annexure to the Auditor's
Report are self-explanatory and do not call for any comments.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit of the company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the assistance and cooperation extended to the
Company. The Directors also deeply acknowledge the trust and confidence
the vendors, suppliers, dealers, customers, shareholders and investors
have placed in the Company. Your Directors also record their
appreciation for the dedicated services rendered by the workers, staff
and officers of the Company.
For and on behalf of the Board
J.K. Khaitan
Chairman & Managing Director
Place: Chandigarh
Dated: May 24, 2011
Mar 31, 2010
The Directors take pleasure in presenting the 13th Annual Report on
the business and operations, together with audited statements of
Accounts of your Company, for the financial year ended 31st March,
2010.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the year 2009-10
are given hereunder.
(Rs. in lacs)
2009-101 2008-09
Sales & other income 22,134.04 21,000.63
Operating Profit 3,851.93 3,935.10
Interest 1,709.09 1,040.72
Gross Profit 2,142.84 2,894.38
Depreciation 1,205.96 793.91
Profit before tax 936.88 2,100.47
Provision for
- Current Tax (incl FBT) 159.45 249.57
- Deferred Tax 2,188.92 575.72
- MAT credit entitlement 159.17 100.43
Profit after tax (1,252.32) 1,375.61
Balance b/f from previous year 2,441.08 1,537.09
Profit available for appropriations 1,188.76 2,912.70
Appropriations
- Proposed Dividend on
(a) Equity shares @ 87.26 218.16
Rs. 1.00 Per share
(b) Preference Shares @ 12.23 14.00
Rs. 0.70 Per share
(c) Tax on dividend 16.91 39.46
(d) Capital Redemption 50.00 -
Reserve
(e) General Reserve 100.00 200.00
Balance carried to Balance Sheet 922.36 2,441.08
DIVIDEND
Your Directors are pleased to recommend Rs. 0.70 per share (7%) on the
Preference Shares of Rs.10/- each, on the preference share capital of
Rs. 1,50,00,000/- and Rs. 1.00 per share (10%) on the Equity Shares of
Rs.10/- each, on the equity share capital of Rs. 8,72,63,630/- for the
year ended 31st March, 2010 aggregating to Rs. 99,48,966/- and to pay a
dividend tax of Rs. 16,90,827/-.
OPERATIONS
The production of paper during the year under review was 60,553 tonnes
as against 54,277 tonnes in the previous year. The figures given in the
Financial Highlights for the current year under review show the following
trends over the previous year;
Gross sales turnover is up by 5.40%, operating profit is lower by
1.34%, Profit before Tax is down by 5.79%, and Net loss after providing
for Deferred Tax Liability provision showing a variance of 191.05%
compared to operations in the previous year.
The impact of slowdown and recessionary trends in the industrial
activity had its effect during the first half of the current year and
it was only in the 2nd half that the demand and the prices picked up.
Your company has recorded higher turnover under the difficult times
during the year under review. The operating profit stood at the similar
level. During the year, the Govt, continued with the concessional
excise duty of 4% to the paper industry to stimulate demand.
The members are aware that the company had been implementing Mill
Expansion Plan comprising mainly of putting up an additional Paper
Machine (PM-4) alongwith pulp street to enhance the manufacturing
capacity of paper from the existing capacity of 50,000 MTPA to over
1,00,000 MTPA; and the Chemical Recovery Plant and the Co-generation
plant have already been commissioned in the previous year towards cost
reduction initiatives in the manufacturing of paper, as part of the
Mill Expansion Plan. The directors are pleased to report that PM-4 has
been commissioned during the year under review. It took longer time
than envisaged to stabilize operations thereby affecting the
operational performance. The incidence of depreciation and interest is
higher during the year consequent to the commissioning and
capitalization of PM-4 which has had its effect on the profitability.
With the implementation and commissioning of these projects, the
company is heading towards achieving the benchmark of one of the most
cost competitive paper units and will make your company one of the
large paper manufacturers in the industry. Further it will enable the
manufacturing of premium quality paper, which is placed in maplitho
paper category, competing with quality specifications of other large
paper mills. The results of enhanced capacity operations will be
visible in the current financial year 2010-11.
The implementation of pulp street; the remaining project, of the Mill
Expansion Plan is at advanced stage and will be commissioned during
current year. The members were informed last year that the cost of the
projects has undergone a revision from Rs. 157 crores to Rs. 197
crores.
The increased cost was funded by way of term loans of Rs. 28 crores by
the Banks and the balance amount was contributed by way of internal
accruals and unsecured loans by promoters.
The detailed performance of Companys operations for the year ended
31st March, 2010 has been stated in the Management Discussion &
Analysis which appears as a separate statement in the Annual Report.
FINANCE
(a) Project finance
State Bank of India in consortium with State Bank of Patiala and State
Bank of Bikaner and Jaipur had sanctioned further Term Loan of Rs. 2800
lacs, for the revised cost of the Mill Expansion Plan of the Company
and the same has been disbursed during the year under review.
(b) Working capital
The enhanced working capital limits amounting to Rs. 5,000 lacs (fund
based Rs. 3,000 lacs & non-fund based Rs. 2,000 lacs) were sanctioned
by the consortium of bankers, comprising of Punjab National Bank and
State Bank of Patiala.
(c) Fixed Deposits
As on 31st March, 2010, your Company had Fixed Deposits of Rs. 717.23
lacs. There were no overdue deposits as on 31 st March, 2010; nor there
was any failure in making repayment of the fixed deposits on maturity,
including interest due thereon, in terms of the conditions of your
Companys Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Cordial employee relations were maintained throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are to be set out in the Annexure which forms part of this
Report. However, as per the provisions of Section 219(1 )(b)(iv) of
the said Act, the report and accounts are being sent to all the members
of the Company excluding the aforesaid information. This statement shall
be made available for inspection by any member during working hours for
a period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
Vice-President (Finance)/ Company Secretary at the Registered Office
of the Company.
DIRECTORS
Sh. N.K. Bajaj, Chairman & Managing Director, Sh. G.N. Mehra, Sh. K.R.
Ramamoorthy, Sh. Mohit Satyanand, Sh. Ravindra Gupta, Sh. A.K. Bajaj,
Sh. V.K. Bajaj, and Sh. J.C. Rana, Directors resigned from the Board
of Directors of the Company on 16th July 2010. The Board places on
record its appreciation of the valuable contribution made by the
directors during their tenure. Justice S.S. Sodhi (Retd.), Sh. D.C.
Mehandru, Sh. U.K. Khaitan and Sh. D.S. Sandhawalia were appointed as
Additional Directors in the meeting of Board of Directors held on 3rd
August, 2010. These directors retire at the ensuing annual general
meeting of the Company and being eligible offers themselves for
re-appointment.
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri Ashutosh Khaitan retires
by rotation at the forthcoming Annual General Meeting and is eligible
for re- appointment.
The vacancy created upon the resignation of Sh. Lalit Chainwala, an
independent director, on 26.02.2009 was filled with the induction of
Sh. Ravindra Gupta on 29.09.2009 due to non-availability of a suitable
director in the interim period.
AUDITORS
The Statutory Auditors M/s V Sahai Tripathi & Co., Chartered
Accountants, New Delhi have expressed their unwillingness to be
reappointed as Statutory Auditors at the forthcoming Annual General
Meeting. No representation from the retiring auditors referred to under
section 225(3) has been received. It is proposed to appoint M/s B S R &
Co., Chartered Accountants, Chandigarh, as the Statutory Auditors for
the financial year 2010-11. The company has received a certificate
under section 224 (1 -B) of the Companies Act, 1956 from M/s B S R &
Co., confirming that, if appointed, their appointment will be within
the limits prescribed in sub-section (1-B) of section 224 of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirrn:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit of the company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance pursuant
to Clause 49 of the listing agreement with stock exchanges is annexed
and forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the vendors,
suppliers, dealers, customers, shareholders and investors have placed
in the Company. Your Directors also record their appreciation for the
dedicated services rendered by the workers, staff and officers of the
Company.
For and on behalf of the Board
Chandigarh J.K. Khaitan
August 13,2010 Chairman & Managing Director
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 Kuantum Papers Ltd.
-
Kuantum Papers Ltd. Tools
- Bulk Deals
- Block Deals
-
Kuantum Papers Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Kuantum Papers Ltd. Key Financial Ratios
- Ratios
-
Kuantum Papers Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Kuantum Papers Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Kuantum Papers Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Kuantum Papers Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
- Change of Name
