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Kalptaru Papers Ltd.

BSE: 590036 Sector: Industrials
NSE: N.A. ISIN Code: INE783C01019
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Kalptaru Papers Ltd. (KALPTARUPAPERS) - Director Report

Company director report

To

The Members

Kalptaru Papers Limited Ahmedabad.

Your directors are presenting herewith their 29th Annual Report togetherwith the Audited Statements of Accounts for the period ended on 31st March2017.

PERFORMANCE HIGHLIGHTS:

(Rs. in Lac)

Particulars Current year Ended on 31/03/2017 Previous year Ended on 31/03/2016
Revenue from Operations NIL NIL
Other Income 31.74 12.10
Profit/Loss before exceptional & extraordinary items & tax (380.40) (740.56)
Exceptional Items (646.05)
Extraordinary Items (9.16)
Profit /Loss before Tax (1035.61) (740.56)
Current Tax __
Deferred Tax __ (480.31)
P/L from the period from continuing Operations (1035.61) (260.25)
P/L from the period from discontinuing Operations
P/L for the period (1035.61) (260.25)

DIVIDEND:

Due to loss incurred during the year under review your directors do not recommend anydividend for the financial year ended on 31st March 2017.

RESERVES

Due to loss incurred during the year under review your directors do not transfer anyamount to Reserves for the financial year ended on 31st March 2017.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 there is no unclaimed or unpaidDividend is due for remittance to the Invest or Education and Protection Fund establishedby the Central Government.

BUSINESS PERFORMANCE & PROSPECTS

During the year under reviewthe company has NIL turnover which is same as previousyear and the operation for the year under review has resulted into net loss of Rs. 1035.61Lac in compared to previous year's loss of Rs. 260.25 Lac.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.The Company will repay earlier accepted deposits according to the terms of Deposits.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The company is operating in only one segment i.e.paper. However there was not anyproduction during the year under consideration. As the Company was closed the mainactivity was to try for arranging the funds and restart the Company as far as possible.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your Company has a comprehensive system of internal controls to safeguard the Company'sassets against loss from unauthorized use and ensure proper authorization of financialtransactions. The Company has an exhaustive budgetary control system to monitor allexpenditures against approved budgets on an ongoing basis. The Company maintains a systemof internal controls designed to provide assurance regarding the effectiveness andefficiency of operations the reliability of financial controls and compliance withapplicable laws and regulations as applicable in the various jurisdictions in which theCompany operates.

CORPORATE GOVERNANCE CERTIFICATE

The compliance with the Corporate Governance provisions as specified in the Regulations17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Paras C D andE of Schedule V of SEBI (Listing Regulations) 2015 are not applicable to the companieshaving Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25Crore as on the last day of previous year. According to these regulations your company isnot mandatorily required to comply with the provisions of these regulations for the timebeing as the Paid up Share Capital of the company is not exceeding Rs.10 Crores and theNet Worth is not exceeding Rs.25 Crores as on the last day of the previous year howeverthe company has made all possible efforts to comply with the provisions of theseregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the provisions of the Companies Act 2013 during the year under review. In termsof Regulation 34 of SEBI (LODR) Regulations 2015 a certificate from Auditors of theCompany on compliance of conditions of Corporate Governance is annexed to the AnnualReport. A report on Corporate Governance as provided in Regulation 34 of SEBI (LODR)Regulations 2015 is included in the Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is set out in a separate section included inthis Annual Report and forms part of this Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT :

The following material changes and commitment occurred during the year under reviewaffecting the financial position of the Company.

The company was exclusively listed on Delhi Stock Exchange Limited (DSE) de-recognizedand non-operational Stock Exchange which has now moved to the Dissemination Board (DB)vide Bombay Stock Exchange Limited (BSE) Notice dated 09th July 2015. TheEquity Shares of the company was admitted to Trade Category on the BSE bearing ScriptName: KALPAPER and having Script Code No.590036.BSE vide its Notice No.20150106-34 dated06/01/2015 have discontinued the trading on account of derecognization of Regional StockExchange i.e. DSE vide SEBI Order dated 19/11/2014.

The company has made an application on 27.03.2017 to BSE Limited of ELC seekingremoval of name from Dissemination Board of BSE due to Nil or Negative Valuation in thecompany as per SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10 2016.The company has made an application on 27.03.2017 to BSE Limited of ELC seeking removalof name from Dissemination Board of BSE due to Nil or Negative Valuation in the company asper SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10 2016.

All IOB loan Account are NPA Account and IOB had sold all NPA loan account to M/s.Invent Assets Securitisation and Reconstruction Pvt. Ltd. on 31.03.2017 vide letter dtd.19.05.2017.

The Company has also defaulted in repayment of loans amounting Rs.29202267/- as perLedger balance of Axis Bank. Bank has also issued notice under Securitisation andReconstruction of Financial Assets and Enforcement of Security lnterest Act 2002 videletter dated 01.09.2016.

The Company has defaulted in the payment of principal outstanding of Rs.32379525.00of Religare Finvest limited vide letter dated 07.04.2017. Religare Finvest Limited hasalso issued notice under Securitisation and Reconstruction of Financial Assets andEnforcement of Security lnterest Act 2002 vide letter dated 15.02.2017.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

(Criteria prescribed under section 135 is not attracted)

Every Company is required to constitute / formulate CSR Committee if it gets attractedin one of the criteria prescribed in Section 135. According to Section 135 of theCompanies Act 2013 Every Company having Net Worth of Rs.500 Crore or More or Turnoverof Rs.100 Crore or more or Net Profit of Rs.5 crore or more during any financial yearshall constitute a Corporate Social Responsibility Committee and should undertakeCorporate Social Responsibility as prescribed in Schedule VII. None of the above criteriawas applicable to the company for the financial year 2016-2017 and hence the company wasnot required to constitute CSR Committee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnishedin"Annexure-A" and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Pursuant to section 134(3)(n) of the Companies Act the company has framed RiskManagement Policy. The detailed policy as adopted is available on the website of thecompany.The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. At present the company has not identified anyelement of risk which may threaten the existence of the company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection188 of the Companies Act 2013 during the year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THEAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTSAUDITORS REPORT:

The explanation on qualification (s) / observation(s) in the Auditors' Report:

Point 1. Note No. 33(3) to the Auditor's Report: Depreciation on fixed assets has beenprovided on straight-line basis at useful life assumed by management. Explanation 1Explanation to Note No. 33(3) to the Auditor's Report : Majority of Machineries are oldand obsolete and hence it were not feasible to identified the useful life under ScheduleII (Part C) of the Companies Act 2013 & hence Management has assumed the useful lifeaccordingly.

Secretarial Auditor:

The Board has considered the recommendation of Audit Committee regarding appointmentand necessity of Secretarial Audit Report as mandate for every listed company in Section204 of the Act and has appointed M/s.Ashok P. Pathak & Co.Company SecretariesAhmedabad as Secretarial Auditor for the financial year 2017 -2018.

Secretarial Audit Report:

The Secretarial Audit Report for the financial year 2016-2017 is annexed herein andforming part of the Board Report "ANNEXURE- B". The explanation on comments /observation(s) in the Secretarial Audit Report:

Point 1. The company have not appointed a Company Secretary as part of Key ManagerialPersonnel (KMP) according to the requirements of Section 203 of the Companies Act 2013read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 during the period from 01.04.2016 to 14.10.2016 and 18.01.2017 to 31.03.2017.Explanation1.: The company has a small capital base medium size company.The company isrunning in a loss during the year on account of closure of its unit and hence it wasdifficult for the company to find qualified company secretary in full time willing towork. However the company has appointed full time company secretary w.e.f. 15.06.2017.Point 2. The functional website of the company has not been timely updated.

Explanation 2 :

The Board of Directors hereby ensure to keep the functional website of the companybeing timely updated according to the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Point 3. As at31.03.2017 the company has shown an advance against materials and finished goods from twoparties for a period exceeding three hundred and sixty five days from the date ofacceptance of such advances and an advance received in connecti on with consideration forimmovable property and such advance is not adjusted against such property in accordancewith the terms of agreement or arrangement. Explanation 3 : Due to financial crisisconsequent to closure of the factory unit the company is unable to repay the advancesreceived against material finished goods and immovable property. The Board assure torepay this advances at the earliest.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished below:

Appointment criteria and qualifications for Directors

The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment.. b) A person should possess adequatequalification expertise and experience for the position he / she is considered forappointm ent. The Committee has discretion to decide whether qualification expertise andexperience possessed by a person is sufficient / satisfactory for the concernedposition.c) The Company shall not appoint or continue the employment of any person asWhole-timeDirector who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing as special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel: a) Fixedpay

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee.The breakup of the payscale and quantum perquisites including employer'scontribution to P .F pension schememedical expensesclub fees etc.shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required. b)Minimum Remuneration: If in any financial yearthe Company has no profits or its profitsare inadequate the Company shall pay remuneration to its Whole-time Director/ ManagingDirector in accordance with the provisions of Schedule V of the Act and if it is not ableto comply with such provisions with the previous approval of the Central Government. c)Provisions for excess remuneration: If any Whole-time Director draws or receives directlyor indirectly by way of remuneration any such sums in excess of the limits prescribedunder the Act or without the prior sanction of the Central Government where requiredhe/she shall such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

Remuneration to Non- Executive / Independent Director: a) Remuneration/Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the articles of association of the Company and the Act. b) Sitting Fees: The NonExecutive / Independent Director may receive remuneration by way of fees for attendingmeetings of Board or Committee thereof. Provided that the amount of such fees shall notexceed Rs.One Lac per meeting of the Board or Committee or such amount as may beprescribed by the Central Government from time to time. c) Commission: Commission may bepaid within the monetary limit approved by shareholders subject to the limit notexceeding 1% of the profits of the Company computed as per the applicable provisions ofthe Act. d) Stock Options: An Independent Director shall not be entitled to any stockoption of the Company.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"ANNEXURE- C" and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 7 (Seven) Board meetings during the financial year under review. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement that:- a) In the preparation of theannual accounts the applicable accounting standards had been followed alongwith properexplanation relating to material departures; b) The directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d) the directors had prepared the annual accounts on a going concern basis;and e) thedirectors in the case of a listed company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively. Note: Internal financial control means the policies and proceduresadopted by the Company for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errorsthe accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information. 9 f) the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employee's remuneration arenot feasible as the unit / manufacturing operation of the company is closed since 2013.None of the Director other than Managing Director draw the remuner ation during the yearunder review. There was no employee drawing salary in excess of limits described underSection 134 of the Companies Act 2013 read with Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014.

DIRECTORS

Mr. Naveen Gupta Director retire at this Annual General Meeting and being eligibleoffer himself for re - election. The Board of Directors recommended his re- appointment atthe forthcoming Annual General Meeting.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

FORMAL ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(LODR)Regulations2015the Board has carried out an evaluation of its own performance and theDirectors individually. A process of evaluation was followed by the Board for its ownperformance and that of its Committees and individual Directors. A familiarizationprogramme was conducted for Independent Directors to familiarize them with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters and the said wasupdated on website of the Company www.kalptaru.co.in

STATUTORY AUDITORS

M/s. V D Aggarwal & Co. Chartered Accountants (ICAI Registration No. 008332N)Delhi were appointed as Statutory Auditors for a period of 1 (one) year in the AnnualGeneral Meeting held on 28/09/2016. The board of Directors in their meeting dated29/05/2016 have recommended the appointment of M/s Manoj Garg and Associates as theauditors of the company from the conclusion of ensuing Annual General Meeting to theconclusion of sixth annual gener al meeting to be held after his appointment subject tothe ratification in each annual general meeting. The company has received the writtenconsent of the auditors for its appointment certificate under Section 139(1) read withSection 141 of the Companies Act 2013 to the effect that their appointment if made willbe in accordance to the specified limit.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members: a) Shri Shivratan JivaramSharma- Chairman (upto 01.04.2016) b) Shri Ramesh Chand -Member c) Smt. Sudha Gupta-Member d) Shri Ram Bilas- Member

The company has reconstituted the Audit Committee in its meeting held on 30.05.2016 byway of inducting Shri Ram Bilas Independent Director as member of the committee in placeof Shri Shivratan Jivaram Sharma Independent Director resigned w.e.f. 01.04.2016. ShriRamesh Chand is the Chairman of the Audit committee w.e.f.30.05.2016. The abovecomposition of the Audit Committee consists of all independent Directors. The Company hasestablished a vigil mechanism and overseas through the committee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of Company’s employees and the Company.

RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE (NRC) :

The Board of Directors of the company at its meeting held on 30th May 2016has re-constituted an Nomination and Remuneration Committee comprising three IndependentNon-Executive Directors viz. Mr. Ramesh Chand - Chairman Mr. Ram Bilas and Mrs. SudhaGupta as Mr. Shivratan Sharma has resigned from the post of Director w.e.f. 01/04/2016 andMr. Ram Bilas appointed as Additional Independent Director w.e.f. 30/05/2016. Committeewelcomes Mr. Ram Bilas as a member and appreciated the services rendered by Mr. ShivratanSharma.

RE-CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the company at its meeting held on 30th May 2016has re-constituted an Stakeholders' Relationship Committee comprising three Directors viz.Mr.Ramesh Chand-Chairman Mr.Jai Kishan Gupta and Mr. Naveen Gupta as Mr. Shivratan Sharmahas resigned from the post of Director w.e.f. 01/04/2016 and Mr. Ramesh Chand weresubsequently appointed as Chairman of the Committee.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The company has constituted Internal Complaints Committee (ICC) videits Board Meeting held on 11th February 2015 under the chairmanship of ShriNaveen Gupta Managing Director to redress complaints received regarding sexualharassment. Shri Jai Kishan Gupta and Smt. Sudha Gupta are the other members of thecommittee. All employees (permanent contractual temporary trainees) are covered underthis policy. The following is a summary of sexual harassment complaints received anddisposed off during the year.

• No. of complaints received. -NIL

• No. of complaints disposed off - Not Applicable.

GENERAL

The Hon'ble Debt Recovery Tribunal (DRT)-1 Ahmedabad vide its Order dtd.12.01.2017 hasappointed the court commissioner for carrying out inventory of mortgage property.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

Regd.Office: By Order of theBoard
701Avdhesh House For Kalptaru Papers Limited
Opp. Gurudwara
Near Thaltej Chokdi Jaikishan B.Gupta
Ahmedabad -380054. Gujarat Chairman
DIN:00148067
Date: 9THAugust 2017