TO THE MEMBERS
The Directors have pleasure in presenting this Report with Audited Financial Statementsof the Company for the year ended 31 March 2016.
1. FINANCIAL RESULTS
The financial performance of the company for the period under review was as follows:
|Particulars || |
Amount in (Lacs)
| ||2015-16 ||2014-15 |
|Total Income ||7434.15 ||7503.29 |
|Total Expenditure ||7318.67 ||7388.74 |
|Profit before depreciation tax and prior period items ||181.71 ||178.27 |
|Less: Depreciation ||66.24 ||63.72 |
|Less: Prior period items ||Nil ||Nil |
|Profit/ (Loss) for the year before tax ||115.47 ||114.55 |
|Tax expenses ||9.54 ||13.02 |
|Profit/ (Loss) after tax ||105.93 ||101.53 |
FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY
The operations of the Company are improving day by day and the management is veryaggressively striving to achieve the full production capacity. The production of thecompany has increased marginally this year and full capacity is still to be achieved. Themanagement is taking all necessary steps including various modifications in the plant toensure the full and efficient running of the plant.
Your Directors feel that this current year is going to be better for the company as weare striving hard to achieve the full production capacity.
DIVIDEND & RESERVES
In order to preserve the resources your Directors do not recommend any dividend forthe current financial year and no reserve was required to be transferred to generalreserve account.
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
No Loans Guarantees covered under the provisions of Section 186 of the Companies Act2013 are given / provided during the reporting year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
Mr. Sanjeev Murarilal Jalan Mr. Anjani Kumar Agrawal and Mr. Sharwan KumarKanodia were appointed as Independent Directors on the Board in the 30th AnnualGeneral Meeting held on 30th of September 2014. There are no changes in thedirectorship of the company during the year under review.
Your Company has received necessary declarations from all its IndependentDirectors stating that they meet the criteria of independence as provided in Sub-section(6) of Section 149 of the Companies Act 2013.
During the year under review Mr. Amit Chaudhary Non-Executive Director retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Board ensures that a transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has an appropriate blend of functional and industry expertise.
The annual evaluation framework for assessing the performance of Directors comprises ofthe following key areas:
a) Attendance for the meetings participation and independence during the meetings;
b) Interaction with Management;
c) Role and accountability of the Board;
d) Knowledge and proficiency;
e) Strategic perspectives or inputs;
The evaluation involves assessment by the Nomination and Remuneration Committee andBoard of Directors. A member of the Nomination and Remuneration Committee and Board doesnot participate in the discussion of his / her evaluation.
DIRECTORS APPOINTMENT AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee frameda Remuneration Policy for selection and appointment of Directors and for theirremuneration. The Remuneration Policy is annexed as "Annexure "1".
NUMBER OF MEETINGS OF THE BOARD
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held the details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanation obtained by them the Directors in terms of clause (c) of sub-section (3) ofSection 134 state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there have been no material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for prevention and detection of fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis; and
(e) Proper internal financial controls have been laid down for the company and thatsuch internal financial controls are adequate and are operating effectively.
(f) Proper systems to ensure compliance with the provisions of all applicable laws arein place and that such systems are adequate and operating effectively.
a. Statutory Auditors
M/s. Achal Srivastav & Co. (Firm Registration No.-013385C)Chartered Accountantshave been appointed as statutory auditors of the company at the Annual General Meetingheld on 30.09.2015 for a period of five years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.
Remarks of the Statutory Auditor
Notes to Accounts forming part of the Financial Statements are self explanatory andneed no further explanation. The Auditors Report to the Shareholders does notcontain any reservations or qualifications or adverse remarks which require anyclarification or explanations.
b. Secretarial Audit
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 Ragini Chokshi & Co. a Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure 7".
Remarks of the Secretarial Auditor
1. Compliance of observation as reproduced below raised by Secretarial Auditor of thefinancial year 2014-2015is yet not made by the Company.
(A) The Company has not filed Form MGT-14 as required u/s 179 of the Companies Act2013 for the board resolutions in respect of Approval of Quarterly Financial Results forthe Quarter ended 31st March 2014 30th June 2014 & 30th Sep 2014.
Reply of Board of Directors thereon
The Ministry of Corporate Affairs has issued a General Notification with respect to TheCompanies (Meeting of Board & its Powers) Amendment Rules 2015 dated 18.03.2015 andamended The Companies (Meeting of Board & its Powers) Rules 2014 in which it hasomitted Rule 8(9) "approval of quarterly half yearly and annual financial statementsor financial results as the case may be". In light of above statement filing of formMGT-14 u/s 179 of the Companies Act 2013 is not mandatory.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is annexed and forms part of the Annual Report andmentioned in "Annexure-5"
As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 of theListing Agreement with the Stock Exchanges a separate section on corporate governancepractices followed by the Company together with a certificate from the CompanysSecretarial Auditor confirming compliance forms an integral part of this Report in "Annexure-6".
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-section (3) of Section 92 of theCompanies Act 2013 is annexed as "Annexure 2".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
No contracts or arrangements with related parties were entered during the financialyear 2015-16. Further Form No. AOC-2 for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties is annexed as "Annexure4".
The Policy on Related party as approved by the Board is uploaded on the Companyswebsite.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit is decided by the AuditCommittee and the Board. To maintain its objectivity and independence the Board hasappointed an external Auditor which reports to the Audit Committee of the Board on aperiodic basis.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies for various functions of the Company. Based on the report ofInternal Auditor process owners undertake corrective action wherever required in theirrespective areas and thereby strengthen the controls further. Audit observations andactions taken thereof are presented to the Audit Committee of the Board.
The Company has a Risk Management framework to identify evaluate business risks andopportunities. This framework seeks to minimize adverse impact on the business objectivesand enhance the Companys competitive advantage. The risk framework defines the riskmanagement approach across the enterprise at various levels. To strengthen the riskmanagement framework company has formed segment level risk committees to identifyanalyze and mitigate the potential risks.
CORPORATE SOCIAL INITIATIVES
Since the average net profit of the Company as required to be computed under Section135 of the Companies Act 2013 and rules made thereunder of the Act is below Rs. 5 Croresthe Company has not established Corporate Social Responsibility Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure3".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport.
The Whistle Blower Policy as approved by the Board is uploaded on the Companyswebsite.
PARTICULARS OF EMPLOYEES
The Company does not have any of its employees drawing remuneration attracting theprovisions of Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 of the Rules issued thereunder theInternal Committee constituted under the said Act has confirmed that no complaint / casehas been filed / pending with the Company during the year.
Your Company has taken several initiatives for Human Resource development andretention. Competency mapping identifying training needs career counseling andManagement Development Programs are some of the initiatives adopted by your Company.Training programs are designed to enhance skills knowledge and behavior. Employees aremotivated through empowerment and rewards for good performance. Adoption of 5S across theCompany has led to a clean and healthy environment. All these measures have resulted inincreased employee engagement.
The details of programmes for familiarisation of Independent Directors with the Companyare mentioned in the Corporate Governance Report in Annexure-6 of BoardReports.
The Directors wish to convey their appreciation to all your Companys employeesfor their enormous personal efforts as well as their collective contribution to yourCompanys performance. The Directors would also like to thank the shareholderscustomers dealers suppliers bankers and all the other stakeholders for their continuedsupport and their confidence in its management.
| ||For and on behalf of the Board of Directors |
| ||Ganga Papers India Limited |
| ||Sd/- |
|Place : Pune ||Ramesh Chaudhary |
|Date : 26th August 2016 ||Chairman |
| ||DIN 00007319 |