We are delighted to present report of directors on our business and operations for theyear ended 31st March 2017.
The Company's financial performance for the year ended 31st March 2017 is summarizedbelow:
|S. No ||Particulars ||2016-17 ||2015-16 |
|I ||Revenue from Operations (Net of Excise Duty) ||41737.58 ||36258.12 |
|II ||Other Income ||100.28 ||114.46 |
|III ||Total Revenue (I+II) ||41837.86 ||36372.58 |
|IV ||Expenses || || |
| ||Cost of materials consumed ||26744.68 ||22929.24 |
| ||Changes in inventories of finished goods work-in-progress and stock-in-trade ||(270.41) ||339.18 |
| ||Employee benefits expense ||3388.88 ||2954.25 |
| ||Finance Cost ||791.78 ||740.40 |
| ||Depreciation and amortisation expense ||1059.41 ||950.40 |
| ||Other expenses : i) Manufacturing Expenses ||4578.27 ||4482.18 |
| ||ii) Selling Distribution and Establishment exp. ||968.78 ||805.03 |
| ||Total expenses ||37261.39 ||33200.68 |
|V ||Profit before exceptional and extraordinary items and tax (III-IV) ||4576.47 ||3171.9 |
|VI ||Exceptional items ||1.20 ||(5.06) |
|VII ||Profits before extraordinary items and tax (V-VI) ||4575.27 ||3176.96 |
|VIII ||Extraordinary items (Net of Tax Expanse) ||-- ||-- |
|IX ||Profits Before Tax ||4575.27 ||3176.96 |
|X ||Tax Expenses || || |
| ||1) Current Tax ||1234.84 ||868.86 |
| ||2) Deferred Tax ||135.54 ||361.04 |
|XI ||Net Profit for the period ||3204.89 ||1947.06 |
| ||Paid-up equity share capital ||2242.18 ||2242.18 |
| ||Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year ||13032.96 ||9828.07 |
| ||Earnings per equity share ||14.29 ||8.68 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
For the financial year ended 31st March 2017 Company's turnover has registered agrowth of 15.11% and the turnover achieved is H41737.58 Lakh against turnover of H36258.12Lakh for F.Y 2015-16. The Profit before Tax (PBT) for the current year is H4575.27 Lakh asagainst H3176.96 Lakh in previous year. The Profit after Tax for the current year isH3204.89 Lakh as against H1947.06 Lakh in the previous year- a growth of 64.61%. Thegrowth in profit is mainly driven from the increase in production and softening of InputPrices during the year.
Based on the Company's performance the directors are pleased to recommend a dividendof H2.25/- per equity share for the financial year ended 31st March 2017(Previous year-H1.50/- per share) amounting to H50449059.00 (exclusive of Dividend Distribution Tax).The dividend payout is subject to approval of members at the ensuing Annual GeneralMeeting.
The dividend will be paid to members whose names appear in the Register of Members ason close of business hours on Thursday 14th September 2017; in respect of shares held indematerialized form it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) limited asbeneficial owners as on that date.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
During the year the Company has not taken up any major expansion under review.
During the year Credit Rating of the Company has been upgraded from CARE BBB- to CAREBBB+. The Credit Rating of the Company reflects the Company's financial discipline andprudence.
CHANGES IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the financial yearended 31st March 2017.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange (BSE)" and"National Stock Exchange of India (NSE)"
DIRECTORS AND KEY MANAGERIALPERSONNEL :
Mr. Umesh Chander Garg retiring by rotation and being eligible offered himself forre-appointment at the ensuing Annual General Meeting.
The Independent Directors of your company hold office up to 24th September 2019 and arenot liable to retire by rotation.
All Independent Directors have given declarations that they meet the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 read withschedules and rules issued as well as Regulation 16(1)(b) of Listing Regulations.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS:
In terms of applicable provisions of the Companies Act 2013 read with Rules framedthere under and provisions of Listing Regulations and on the recommendation of Nominationand Remuneration Committee the Board of Directors has put in place a process to formallyevaluate the effectiveness of the Board its Committees along with performance evaluationof each Director carried out on an annual basis. Accordingly the annual performance ofthe Board its committees and each Director was carried out for the Financial Year2016-17.
Criteria for evaluation of individual Directors include aspects such as professionalqualifications prior experience especially experience relevant to the Company knowledgeand competency fulfilment of functions ability to function as a team initiativeavailability and attendance commitment contribution integrity independence andguidance/ support to management outside Board/ Committee Meetings. In addition theChairman is also evaluated on key aspects of his role including effectiveness ofleadership and ability to steer meetings impartiality ability to keep shareholders'interests in mind and effectiveness as Chairman.
Criteria for evaluation of the Committees of the Board include mandate and composition;effectiveness of the Committee; structure of the Committee; regularity and frequency ofmeetings agenda discussion and dissent recording of minutes and dissemination ofinformation; independence of the Committee from the Board; contribution to decisions ofthe Board; effectiveness of meetings and quality of relationship of the Committee with theBoard and management.
The Company has not accepted any public deposits within the meaning of Section 73 and74 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) for the time being in force)and as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of Balance Sheet.
The Company has no Subsidiary as on 31st March 2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your company risk management systems and other material developments duringthe Financial Year 2016-17.
Your Company continues to be committed to good Corporate Governance aligned with goodpractices. A separate report on Corporate Governance along with Auditors' Certificate oncompliance with the Corporate Governance as stipulated in Regulation 34 of the ListingRegulations forms an integral part of this Annual Report.
HUMAN RESOURCE MANAGEMENT:
Our Employees are most valuable assets of the Company. We encourage innovationmeritocracy and the pursuit of excellence. We have setup a scalable recruitment and humanresources management process which enables us to attract and retain employees. Cordialemployee relations were maintained throughout the year in the Company. The directorsexpress their appreciation for the contribution made by employees to operations of theCompany during the year.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted an independent Corporate Social Responsibility Committeepursuant to section 135 of the Companies Act 2013.
The Company's CSR philosophy is based on the belief that a successful business candevelop only by creating a prosperous society around. Reaching out to deprived communitiesis part of the Company's vision and its CSR initiatives aim at supplementing governmentendeavors to help the citizens in the vicinity to achieve better living standards and goodquality of life. The Company has been engaging with civil society public at large throughdissemination of its CSR initiatives.
The Company would also undertake other need based initiatives in compliance withSchedule VII of the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has adopted a Corporate Social Responsibility Policy as required undersection 135 of the Companies Act 2013 for the activities covered under Schedule VII ofthe Act. The CSR Policy may be accessed on the Company's website at the link:http://www.ruchirapapers.com/ investors.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure I.
Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.
This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage.
The Heads of various departments are responsible with respect to the process ofidentifying key risks associated with the business. There are no risks which in theopinion of the Board threaten the existence of your Company.
The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
EMPLOYEE STOCK OPTION SCHEME:
At present the Company is not having any Employee Stock Option Scheme.
The assets of Company are adequately insured against loss of fire riot earthquakeflood etc. and other risks which are considered necessary by the Management.
AUDITOR'S AND AUDITOR'S REPORT:
At the 34th Annual General Meeting (AGM) of the Company held on 25th September 2014M/S Subhash Sajal & Associates Chartered Accountants (ICAI Reg. No. 018178N) havebeen appointed as the Statutory Auditors to hold the office till the conclusion of the38th Annual General Meeting. In terms of the Provisions of the Companies Act 2013 it isnecessary to get the appointment ratified by the Shareholders at every Annual GeneralMeeting until the expiry of the period of appointment.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The Auditor's Report for the financial year ended 31st March 2017 doesnot contain any qualification reservation or adverse remark.
The Board of Directors of your Company on the recommendations made by the AuditCommittee at its meeting held on 22nd May 2017 has approved the re-appointment of M/sSanjay Kumar Garg & Associates Cost Accountants as Cost Auditors of the Company forthe financial year 2017-18. The remuneration proposed to be paid to the Cost Auditorsubject to your ratification at the ensuing Annual General Meeting is H65000.00 (SixtyFive Thousand Only) excluding taxes and out of pocket expenses if any. The appointment ofthe Cost Auditor has been intimated to the Central Govt.
The Cost Audit Report for the Financial Year 2015-16 was filed by the Cost Auditorswith the Ministry of Corporate Affairs Govt. of India. Whereas Cost Audit Report for theFinancial Year 2016-17 will be submitted by Cost-Auditors with Ministry of CorporateAffairs in due course.
The Board has appointed M/s. R.K. Bhalla & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2016-17. The SecretarialAudit Report for the financial year ended March 31 2017 is annexed herewith marked asAnnexure II to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year the Company was not required to transfer any amount to the InvestorEducation and Protection Fund.
Pursuant to provisions of Investor Education and Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has uploaded details of unpaid and unclaimed amounts lying as on 30.09.2016 (dateof last Annual General Meeting) on website of the Company as also with Ministry ofCorporate Affairs.
The CSR Committee comprises Mr. Surinder Gupta (Chairman) Mr. Umesh Chander Garg Mr.Subhash Chander Garg Mr. Jatinder Singh and Mr. Vipin Gupta as members.
The Audit Committee comprises Mr. Dalbir Singh (Chairman) Mr. Surinder Gupta Mr.Avtar Singh Bajwa and Mr. Jatinder Singh as other members. All the recommendations made bythe Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mr. Dalbir Singh (Chairman) Mr.Surinder Gupta and Mr. Avtar Singh Bajwa as other members.
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 as Annexure III and forms part of this Report.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism and Whistle Blower Policy under which the employeesare free to report violations of applicable laws and regulations and the code of conduct.The reportable matters may be disclosed to the Vigilance and Ethics Officer who operatesunder the supervision of the Audit Committee. Employees may also report to the Chairman ofthe Audit Committee. During the year under review no employee was denied access to theAudit Committee. The Policy on vigil mechanism and whistle blower policy may be accessedon Company's website at the link http://www.ruchirapapers.com/investors.html
Meetings of the Board
Five meetings of the Board of Directors were held during the year. For further detailsplease refer to report on Corporate Governance of this Annual Report.
Further a separate meeting of the Independent Directors of the Company was also held on3rd March 2017 whereat the prescribed items enumerated under Schedule IV to the CompaniesAct 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were discussed.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
A statement giving details of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out herewith as Annexure IV to thisReport.
Extract of Annual Return
The details forming part of the extract of the Annual Return as on 31st March 2017 inform MGT-9 in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 are set out herewith as Annexure V to thisReport.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the year were on an arm'slength basis and were in compliance with applicable provisions of the Act and the ListingRegulations. Prior omnibus approval of the Audit Committee is also obtained for thetransactions with M/S Jasmer Foods Private Limited. A statement of all Related PartyTransactions is placed before the Audit Committee for its review on quarterly basisspecifying the nature value and terms and conditions of the transactions. The particularsof every contract and arrangement entered into by the Company with related partiesreferred to in subsection (1) of Section 188 of the Companies Act 2013 are disclosed inForm No. AOC-2 in Annexure VI and were at arm's length price.
The details of the related party transactions as per Accounting Standard 18 are set outin Note- 27 to the Financial Statements forming part of this report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at theLink: http://www.ruchirapapers.com/ investors.html.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULAR OF EMPLOYEES:
Number of Employees as on March 31 2017 was 997.
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (Including any statutory modification(s) orre-enactment(s) for the time being in force).
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theDirectors/employees of the Company is set out in Annexure-VII to this report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Details relating particulars of Loans given Investment made Guarantee given andSecurities provided.
b) Issue of equity shares with differential rights as to dividend voting or otherwise.
c) No significant or material orders were passed by the Regulators or Courts ofTribunals which impact the going concern status and Company's operations in future.
d) Company does not have any ESOP scheme for its employees/ Directors.
Your Directors further state that during the year under review there was no case filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Statement of the Directors' Responsibility on Annual Accounts of the Companyreferred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013shall state that-
a. that in preparation of annual accounts the applicable accounting standards andSchedule III of the Companies Act 2013 had been followed along with proper explanationrelating to material departures (if any);
b. that 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 ofprofits and loss of the Company for that period;
c. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingassets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors had prepared Annual Accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to express their grateful appreciation for the cooperation andcontinued support received from Bankers Financial Institutions Government agenciesShareholders Vendors Customers and Society at large. Your directors also take on recordtheir appreciation for contribution and hard work of Executives Employees and Workers.
| ||For and on behalf of the Board |
|Date: 08.08.2017 ||Jatinder Singh |
|Place: Kala-Amb ||(Chairman & W.T.D) |