We are delighted to present report of directors on our business and operations for theyear ended 31st March 2016.
The Companys financial performance for the year ended 31st March 2016 issummarized below:
(Rs. in Lacs)
|Particulars ||2015-16 ||2014-15 |
|Net Sales ||36258.12 ||34656.06 |
|Other Revenue Receipts ||114.46 ||136.05 |
|Earning (Before Interest Depreciation & Taxes) ||4867.76 ||4047.49 |
|Less : Depreciation ||950.40 ||957.91 |
|Finance Cost ||740.40 ||1045.21 |
|Profit before Tax(PBT) ||3176.96 ||2044.37 |
|Less: Provision for Tax(Including Deferred Tax) ||1229.90 ||761.13 |
|Net Profit after Tax ||1947.06 ||1283.24 |
|Add: Balance brought forward from previous year ||6176.02 ||5306.71 |
|Balance Available in P&L Account ||8123.08 ||6589.95 |
|Less: Appropriations || || |
|Interim Dividend on Equity shares (Including Dividend Tax) ||Nil ||Nil |
|Proposed Dividend on Equity shares (Including Dividend Tax) ||404.79 ||349.76 |
|Transfer to General Reserves ||97.35 ||64.16 |
|Balance Carried to P&L account ||7620.94 ||6176.02 |
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
For the financial year ended 31st March 2016 Companys turnover has registered agrowth of 4.62% and the turnover achieved is Rs. 36258.12 Lacs against turnover of Rs.34656.06 Lacs for F.Y 2014-15. The Profit before Tax (PBT) for the current year is Rs.3171.96 Lacs as against Rs. 2044.37 Lacs in previous year. The Profit After Tax for thecurrent year is Rs. 1947.06 Lacs as against Rs. 1283.24 Lacs in the previous year- agrowth of 51.72%. The growth in profit is mainly driven from the increase in productiondecrease in finance cost and softening of Input Prices during the year.
Based on the Companys performance the directors are pleased to recommend forapproval of the members a dividend of Rs. 1.50/- per equity share for the financial yearended 31st March 2016(Previous year- Rs. 1.30/- per share) amounting to Rs.33632706.00 (exclusive of Dividend Tax of Rs. 6846948.00). The dividend payout issubject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register of Members ason Saturday 24th September 2016; in respect of shares held in dematerialized form itwill be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) limited as beneficial owners as on thatdate.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 9735306/- to the General Reserves out of theamount available for appropriation.
During the year the Company has done its De-bottlenecking Programme to achieve thebetter economies of scale. However the Company has not taken up any major expansionduring the year under review.
During the year Credit Rating of the Company has been kept same at CARE BBB-. TheCredit Rating of the Company reflects the Companys 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 2016.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)"and "National Stock Exchange of India (NSE)"
Mr. Jatinder Singh Whole Time Director retiring by rotation and being eligibleoffered himself for re-appointment at the ensuing Annual General Meeting.
Mr. Vipin Gupta had been appointed as Whole Time Director of the Company at the 32ndAnnual General Meeting of the Company held on 25th September 2012 for a period of fiveyears w.e.f 01st November 2011. He then appointed as Chief Financial Officer of theCompany by the Board on 28.05.2014. He is presently designated as CFO & ExecutiveDirector of the Company. However the Remuneration payable to Mr. Vipin Gupta is decidedannually.
The Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee at their meeting held on 18th May 2016 has approved there-appointment of Mr. Vipin Gupta for period of Five years effective from 01st November2016 subject to the approval of the shareholders in the ensuing Annual General Meeting.
Further the Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee at their meeting held on 18th May 2016 has also approved theremuneration payable to Mr. Vipin Gupta for the period of One Year effective from 01stJune 2016. The detail of remuneration is mentioned in the resolution itself.
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.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Committee and Nomination andRemuneration Committee.
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 2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an intergral 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 2015-16.
Your Company continues to be committed to good Corporate Governance aligned with goodpractices. A separate report on Corporate Governance along with Auditors Certificateon compliance with the Corporate Governance as stipulated in Regulation 34 of the ListingRegulations forms an integral part of this 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 Companys 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 Companys vision and its CSR initiatives aim at supplementinggovernment endeavors to help the citizens in the vicinity to achieve better livingstandards and good quality of life. The Company has been engaging with civil societypublic at large through dissemination 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 Companys website at the link:http://ruchirapapers.com/Website_ Pages/info.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure I.
As per the requirement of Regulation 21 of the Listing Regulations your company hasconstituted Risk Management Committee to oversee the risk management efforts in yourcompany. The details of the committee and its terms of reference are set out in thecorporate governance report forming part of the Boards Report.
The Committee has been entrusted with the responsibility to assist the Board in (a)overseeing and approving the Companys enterprise wide risk management framework; and(b) overseeing that all the risks that the organization faces and there is an adequaterisk management infrastructure in place capable of addressing those risks. There are norisks which in the opinion of the Board threaten the existence of your Company.
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.
AUDITORS AND AUDITORS 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 Auditors Report for the financial year ended 31st March 2016does not 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 18th May 2016 has approved the reappointment of M/sSanjay Kumar Garg & Associates Cost Accountants as Cost Auditors of the Company forthe financial year 2016-17. The remuneration proposed to be paid to the Cost Auditorsubject to your ratification at the ensuing Annual General Meeting is Rs. 65000.00 (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 2014-15 was filed by the Cost Auditorswith the Ministry of Corporate Affairs Govt. of India. Whereas Cost Audit Report for theFinancial Year 2015-16 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 2016 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 the
Company has uploaded details of unpaid and unclaimed amounts lying as on 25.09.2015(date of 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 directors namely Mr. Dalbir Singh (Chairman) Mr.Surinder Gupta Mr. Avtar Singh Bajwa and Mr. Jatinder Singh as other members. All therecommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises directors namely Mr. Dalbir Singh(Chairman) Mr. Surinder Gupta and Mr. Avtar Singh Bajwa as other members.
The Companys Policy relating to appointment of Directors payment of ManagerialRemuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished 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 Companys website at the link http://www.ruchirapapers.com/Website_Pages/info.html
Meetings of the Board
Four 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 2016 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 2016 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.
CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:
During the Financial Year 2015-16 your company has entered into transactions withrelated parties. The particulars of every contract and arrangement entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 are disclosed in Form No. AOC-2 in Annexure VI and were at armslength 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 Companys website at theLink: http://ruchirapapers.com/Website_Pages/info.html
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULAR OF EMPLOYEES::
Number of Employees as on March 31 2016 was 967.
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 silent aspects covered in theNominations and Remuneration Committee and Policy have been outlined in the CorporateGovernance Report which forms part of the report.
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 Companys 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 subsection (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; b. that directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of profits 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 |
|Place: KALA-AMB ||Subhash Chander Garg |
|Date: 05/08/2016 ||(Chairman) |