Your Directors are pleased to present the 41st Annual Report on the affairsof the Company together with the Audited Statements of Accounts for the Year ended 31stMarch 2016.
Your Companys performance during the year is summarized below:
Rs. In Lacs
|Particulars ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
|Sales and other income ||8796.42 ||9585.67 |
|Profit/ (loss) before Depreciation ||85.86 ||388.18 |
|Depreciation ||90.50 ||74.13 |
|Net Profit/ loss for the year ||41.55 ||350.27 |
|Prior Period Items ||46.19 ||36.21 |
|Net Profit / (loss) before tax ||(4.64) ||314.06 |
|Deferred Tax (Income)/Expenses ||94.27 ||879.96 |
|Profit after Tax ||(98.89)) ||(565.90) |
The performance of the company during the year was under pressure compared to that ofthe previous year due to overall recession in the Paper Industry. The working of thecompany has been satisfactory during the year. Your company has also brought about changesin the process by doing need based capex and has achieved better efficiency in power andfuel consumption.
Your company has developed higher GSM core boards and Thermal paper. Demand for thermalpaper is growing constantly.
Despite the adverse conditions your Company has achieved turnover and other income ofRs. 8796.42 lakh as compared to the previous year Rs. 9585.67 lakh. Company has posted anet Loss before adjustment of deferred tax expenses of Rs. 4.64 lakh (previous year 314.06lakh).
Your Company has crystallized dues of ARC Trust on March 18th 2016 for Rs.3750 Lakh. Your Company expects to raise money to repay dues of ARC trust by sale ofsurplus land loan from associate companies and internal accrual.
Your company has repaid Rs. 468.50 lakh to financial institutions during the financialyear.
The Company does not have any subsidiaiy Company.
The Company has not accepted deposit from the public during the financial year underthe review within the meaning of Section 73 of the Companies Act 2013 read withcompanies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form No MGT-9 shall form part of the Boards Reportin Annexure-I. CORPORATE GOVERNANCE
As per Clause-52 of Listing Agreement with the Stock Exchange the report of theCorporate Governance the certificate of the Auditors of the Company in respect ofcompliance thereof are appended hereto and forming part of this report; is given in Annexure-II.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is attached in the report of Corporate Governance.
NUMBER OF MEETING HELD DURING THE YEAR
The details of all the meetings of Board of Directors and the Committees which hastaken place during the year and their details along with their attendance is given in Annexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of the financial condition and results ofconsolidated operations of the Company under review is annexed and forms an integral partof the Directors Report is given in Annexure-III.
ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are set out below:
(A) Conservation of Energy and Foreign Exchange Earnings and Outgo
Your Company is continuously taking initiatives to ensure the optimum utilization ofenergy available in day to day operations at its plant and factory premises. Your Companyuses energy efficient lighting devices light fittings to save energy capacitor bank /devices to maintain power factor and plant & equipment which are environment friendlyand power efficient.
(B) Technology Absorption
Company has carried out R 8s D work of high strength core board and thermal paper andEnergy Conservation.
Company is benefited in High Realization Reduction in Energy Cost and Increase in theefficiency of the machines as a result of above R & D.
Expenditure onR8sD has been shown under the respective heads of expenditure in thestatement of profit and loss as no separate account is maintained.
(C) Foreign Exchange Earnings and Outgo
The Company has incurred the following expenses in foreign currency during thefinancial year 2014- 15.The rupee equivalent of that amount is given hereunder:
|Particulars ||Rs. In Lacs |
|Total Expenditure ||1640.62 |
|Total Earnings ||- |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mrs. Ashu Jain (DIN: 00243310) Director of the Company shall retire byrotation at this Annual General Meeting and being eligible offer herself forre-appointment for which necessary resolution has been incorporated in the notice of themeeting. The Board of Directors recommends the re-appointment of Mrs. Ashu Jain as aDirector of the Company.
The Company has received declarations from all the Independent Directors of the Companyin terms of Section 149(7) of the Act confirming that they meet criteria if independenceas prescribed under section 149(6) of the Act and Regulation 25 of SEBI ListingRegulations 2015.
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;
b. The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the State of affairs of the Company as at March 31 2016 and of the Profit ofthe Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors had prepared the annual accounts of the Company on a goingconcern basis;
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration as required Under Section 197(2) of theCompanies Act 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part Directors Report is given in Annexure-IV.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperation were observed.
The internal audit covers a wide variety of operational matters and ensures compliancewith specific standard with regards to its policies and procedures.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
During the year your Directors have constituted a Whistle Blower Policy / VigilMechanism Policy for the Company to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Companys code of conduct ofthe Company as per the provisions of Section 177 (9) and (10) of Companies Act 2013. TheVigil Mechanism Policy report has been uploaded on the Website of the Company atwww.nathpaper.com
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year the company has adopted a policy for prevention of Sexual Harassment ofWomen a workplace and has not received any complaint of harassment. The detailed policyforms has been uploaded on the Website of the Company at www.nathpaper.com
RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Companys enterprise wide risk management framework; and (b) Overseeing that allthe risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks.
The Company being basically into the Paper business. Apart from paper business theCompany is not engaged in any other business/activities. Company is the member of BSE andASE platforms where its shares are listed.
M/s. R. B. Sharma & Company Chartered Accountants Aurangabad (having FirmRegistration No.l09971W) as Statutory Auditors of the Company who were appointed in lastAGM and holds office until the conclusion of the 41st Annual General Meetinghave expressed their inability to continue and submitted their resignation. Board ofDirectors have accepted their resignation in Board meeting held on 31st august2016 subject to approval of the same by members in the ensuing Annual general meeting.
Board of Directors in the meeting held on 31st August 2016 appointed M/sGautam N. Associates Chartered Accountants Aurangabad having firm registration no.103117W to fill up the casual vacancy due to resignation of M/s R.B.Sharma & Company.The appointment of M/s Gautam N. Associates is subject to approval of members in theensuing Annual general meeting.
The Company has received letter from M/s. Gautam N. Associates Chartered Accountantsto the effect that their ratification of appointment if made would be within theprescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013.
The board has appointed M/s Girish Bhandare & Associates Practicing CompanySecretary to conduct Secretarial Audit for the Financial Year 2015-16. The SecretarialAudit Report in annexed herewith in Annexure-V.
The notes referred to by the Auditors in their report are self-explanatory and do notcall for further explanation.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/ transactions entered by theCompany during the financial year with related parties are in the ordinary course ofbusiness and on an arms length basis only. During the year under review the Companyhas not entered into any contact/ arrangement/ transaction with related parties whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or investments during the year underSection 186 (4) of Companies Act 2013.
All the properties and the insurable interest of the Company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
During the year under reference the workers of the Company had gone on a strike from14th February 2015 to 14th April 2015 owing to certain differencesin the renewal of wage agreement. However following negotiations and wage settlement withthe workers plant went on stream from 15th April 2015. This has been one ofthe rare exceptions in Companys history of maintaining industrial harmony
Companys industrial relations continue to be cordial. Your directors acknowledgethe support and cooperation from employees at all levels.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature and size of operations of your Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the Company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders bankers regulatoiy bodies and other businessconstituents during the year under review.
| ||For and on behalf of the Board |
| ||Akash Kagliwal |
|Place: Aurangabad ||Whole time Director |
|Date : 31st August 2016 ||(DIN: 01691724) |