Balkrishna Paper Mills Ltd.
|BSE: 539251||Sector: Industrials|
|NSE: BALKRISHNA||ISIN Code: INE875R01011|
|BSE LIVE 15:40 | 23 Feb||69.95||
|NSE LIVE 15:31 | 23 Feb||69.95||
|Mkt Cap.(Rs cr)||75.13|
|Mkt Cap.(Rs cr)||75.13|
Balkrishna Paper Mills Ltd. (BALKRISHNA) - Director Report
Company director report
Nirvikara Paper Mills Ltd
Your directors have pleasure in presenting their Third Annual Report together with theAudited Statements of accounts for the Financial Year ended 31st March 2016.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)
(Rs in crore)
During the year under review the Gross turnover and other Income of your Companyincreased to ' 168.02 Crore from ' 21.09 Crore in the previous year. The net profit aftertax stood at ' 16.48 Crore against loss of ' 3.10 Crore in the previous year.
C. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your company has disinvested entire shareholding in itswholly owned subsidiary Balkrishna Synthetics Limited by way of sale transfer ordisposal of the entire shareholding of the company for an aggregate consideration of '44.70 Crores to Siyaram Silk Mills Ltd. A Statement of Performance of the subsidiary uptothe period 20th December 2016 is attached as Annexure - I.
Your Directors have not recommended any dividend for the financial year under review.
e. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March
2016 was ' 10.74 Crore. As on 31st March 2016 none of the Directors of theCompany hold convertible instruments.
f. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. There were nounclaimed deposits or interest thereon as on 31st March 2016. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
H. BRIEF DESCRIPTION OF THE COMPANY WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company is engaged in manufacturing of "Coated Duplex Boards" segment.The applications of the Coated Boards are well diversified and ever expanding. Thissegment of the industry has witnessed a healthy growth over the past decade and isexpected to continue to grow annually at a rate approximately 9%
The production for the year under review was 50844 MT and sales was 51475 M.T.
i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except disinvestment of its entire shareholding of its subsidiary company to SiyaramSilk Mills Ltd. no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.
j. INTERNAL CONTROL SYSTEM
Your company has adequate system of internal control to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorised correctly recorded and properlyreported.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR
courts or tribunal
During the year under review there were no orders have been passed by any Regulator orCourt or Tribunal which can have impact on the going concern status and the Company'soperations in future.
L. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
During the year under review there are no loans guarantees investments andsecurities provided by the Company.
m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential
rights and hence no information as per provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
n. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
q. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated under clause 49 of the Listing Agreementwith the Stock Exchange(s)/ SEBI (LODR) Regulations 2015 forms part of the Annual Report.
Certificate from the Auditors of the Company confirming compliance of conditions ofCorporate Governance as stipulated under the aforesaid Para forms part of the AnnualReport.
r. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms part of thisReport.
s. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business and were on an arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other related parties which may have a potential conflict with theinterest of the Company at large except disinvestment of subsidiary company BalkrishnaSynthetics Limited to Siyaram Silk Mills Limited.
All related party transactions for the year are placed before the Audit Committee aswell as before the Board for approval. The transactions entered into with related partiesare reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Boardis uploaded on the Company's website at the link www.npml.inunder the head Investor relations.
The details of the transactions with Related Parties to be provided in Form AOC-2 isannexed herewith as Annexure-III.
Members can refer to Note No. 38 to the Financial Statements which set out relatedparty disclosures.
t. industrial relations:
Industrial relations with staff and workmen during the year under review continued tobe cordial.
2. MATTERS RELATED To DIRECTORS AND KEY MANAGERIAL pERSoNNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Shri AnkitP. Poddar Executive Director retire by rotation at the forthcoming Annual General Meetingand being eligible offer himself for re-appointment.
Shri Om Prakash Singh was appointed as Company Secretary & Compliance officer andKey Managerial personnel w.e.f. October 15 2015.
Shri. Rajesh A Solanki resigned as Company Secretary and Compliance Officer effectivefrom September. 22 2015.
B. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
3. Disclosures RELATED To board committees AND policies:
A. Board meetings:
The Board of Directors met 4 times during the year on the following dates in accordancewith the provisions of the Companies Act 2013 and rules made thereunder.
June 8 2015 August 7 2015 November 5 2015 and February 6 2016.
B. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 and of the Profit of the Company for that year;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
c. NOMINATION AND REMUNERATION COMMITTEE:
The composition role terms of reference as well as powers of the Nomination andRemuneration Committee of the Company meets the requirements of Section 178 of theCompanies Act 2013 and Clause 49 of the Listing Agreement/ Regulation 19 of the SEBI(LODR) Regulations 2015.
The Committee comprises of 3 Independent Directors.
The composition of the Nomination and Remuneration Committee category of memberstheir attendance at the Committee Meetings held during the year under review is given inthe table below:
* During the year no meeting was held.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees as enumerated below: Remuneration of Non-Executive Directors : TheNonexecutive Directors shall be entitled to receive remuneration by way of sitting feesreimbursement of expenses for participation in Board/Committee meetings and commission ifany after approval of the members.
Remuneration of Chairman/Managing Director/ Whole Time Directors:
1) At the time of appointment or re-appointment of the Managing Director & CEO/Whole Time Directors such remuneration shall be paid as may be mutually agreed betweenthe company (which includes the Nomination and Remuneration Committee and the Board ofDirectors) and the Chairman & Managing Director / Whole-time Directors within theoverall limits prescribed under the Companies Act2013.
2) The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.
3) The remuneration of the Managing Director & CEO/ Whole-time Director are broadlydivided into Salary Allowances perquisites amenities retirement benefits andcommission ( subject to availability of profits).
4) In determining the remuneration the Nomination and Remuneration Committee shallensure/consider the following:-
a. The relationship of remuneration and performance benchmark is clear.
b. Responsibility required to be shouldered by the
Chairman & Managing Directors & Whole-time Director the industry benchmarksand the current trends.
c. The company's performance vis-a-vis the annual budget achievement and individualperformance vis-a-vis the KRAs/KPIs.
Remuneration of Senior Management Employees:
1. In determining of Senior Management employees i.e. KMPs the Nomination andRemuneration Committee shall ensure/consider the following:
a. The relationship and performance benchmark is clear.
b. The remuneration including annual increment is decided based on the critically ofthe roles and responsibilities the Company's performance vis-a-vis the annual budgetachievement individual performance vis-a-vis KRAs/ KPIs industry benchmark and currentcompensation trends in the market.
d. AUDIT COMMITTEE:
The composition of Audit Committee has been detailed in the Corporate GovernanceReport.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimisation on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Policy is uploaded on Company's website at
f. RISK Management FRAMEwORK:
The Board of Directors of the Company has Risk Management Framework to avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to all business divisions and corporatefunctions.
G. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
The information required pursuant to Section 197 of the Companies Act 2013 read withrule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request in terms of section196 of the Act the Report is being sent to all the shareholders of the Company and otherentitled thereto excluding the information particulars of which is available forinspection by the Members
at the Corporate office of the Company during business hours on working days of theCompany upto the date of the ensuing Annual General Meeting. Members interested inobtaining a copy thereof may write to the Company Secretary in this regard.
h. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARYCOMPANIES:
None of the managerial personnel i.e. Managing Director and Whole time Directors of theCompany are in receipt of remuneration/commission from the Holding or Subsidiary Companyof the Company.
4. auditors and reports
The matters related to Auditors and their Reports are as under:
A. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31STMARCH 2016:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2016 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
Further there were no adverse remarks or qualifications of reservations in the auditreport submitted by auditors.
B. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time theBoard of Directors have appointed Shri R. S. Raghavan Cost Accountants as the CostAuditors of the Company for the financial year 2016-17.
The remuneration to be paid to Cost auditors require ratification by the shareholdersand accordingly necessary resolution for ratification for seeking approval of members isincluded in Notice of ensuing AGM.
c. Secretarial Auditors.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. J. H. Fatehchandka & Co. Company Secretaries in Practice to undertakeSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure - IV.
5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure - V which forms part of this Report
6. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant o Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Management Discussion and Analysis Report is annexed tothis Report.
All the properties/assets including buildings furnitures/ fixtures etc. and insurableinterests of the Company are adequately insured.
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.