The Directors of your company take pleasure in presenting you the Twenty Fourth AnnualReport and the Audited Accounts for the year ended 30th June 2015.
|FINANCIAL RESULTS || ||( Rs. in lacs) |
|Particulars ||30.06.2015 ||30.06.2014 |
|Gross Income ||3647.31 ||3247.26 |
|Profit before Interest and Depreciation ||343.65 ||243.04 |
|Financial Charges ||195.81 ||183.51 |
|Profit /(Loss) before Depreciation ||147.84 ||59.53 |
|Profit /(Loss) after Depreciation ||72.41 ||12.24 |
|Exceptional Items || ||- |
|Extraordinary Items || || |
|Current Tax || || |
|Deferred Tax ||- ||- |
|Net Profit/(Loss) after tax ||72.41 ||12.24 |
The Board of Directors do not recommend to pay a Dividend for the year ended 30thJune 2015 in view of the accumulated losses.
1. Newsprint is being imported at "Nil" duty at very low rates due to dumpingby foreign manufacturers and this has depressed the demand and prices of newsprintmanufactured by Indian Paper Mills thereby also affecting the demand of writing andprinting paper as newsprint capacities are being diverted to writing and printing papermanufacture.
2. The installed capacity for writing and printing paper has increasedsignificantly in the last four years thereby affecting the demand as well as prices ofthe paper manufactured by your company.
3. Measures are being taken to save costs and rationalize operations they are likelyto yield positive results.
The paid up Equity Share Capital as on 31st March 2015 was Rs. 95550000/-. Duringthe year under review the Company has not issued any further shares.
EXTRACTS OF ANNUAL RETURN
As per requirements of provisions of the Companies Act 2013 the extract of annualreturn in the prescribed Form MGT9 is annexed hereto as Annexure 3 forming part of thereport.
NUMBER OF MEETINGS OF THE BOARD
Details of number of meetings of Board of Directors and committees thereof and theattendance of the Directors in such meetings are provided under the Corporate GovernanceReport. The provisions of the Companies Act 2013 and listing agreement were adhered towhile considering the time gap between two meetings.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors wish toconfirm that
i. In the preparation of the annual accounts the applicable Accounting Standards havebeen followed.
ii The Accounting Policies adopted are consistently followed and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the Profit/(Loss) of theCompany for the year.
iii The Directors have taken proper and sufficient care as warranted for themaintenance of adequate accounting records in accordance with the provisions of this Actin safeguarding the assets of the Company and for preventing/ detecting any incidence offrauds and other irregularities.
iv The Annual Accounts have been prepared on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively vi.The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE POLICY
As per the requirements of the provisions of the Companies Act 2013 a Nomination andRemuneration Committee of directors was formed by the Board of Directors consisting of: 1.Sri K. Arumugam Chairman (Non-Executive -Independent) 2. Sri P. Kanagavadivelu Member(Non-Executive - Independent) 3. Sri P.C. Narendran Member (Non-Executive - Independent)The said committee has been empowered and authorised to exercise widest power as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company has a policyon directors appointment and remuneration including criteria for determiningqualification positive attributes independence of a director and other matters providedunder sub-section (3) of section 178.
DECLATION BY 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.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownPerformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholders committee. The Board of Directorsexpressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS WITH RELATED PARTY
All the transactions of the company with related parties are at arms length andhave taken place in the ordinary course of business.
There is no material change or commitments after closure of the financial year till thedate of this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company has adopted appropriate standards for good Corporate Governance. All themandatory provisions of Corporate Governance as prescribed under the amended ListingAgreements of the Stock Exchange with which the Company is listed are complied with.Report on Corporate Governance with Management Discussion and Analysis as required underthe Listing Agreements with the Stock Exchange forms part of the Annual Report.
In terms of sub-clause (v) of Clause 49 of Listing Agreement certificate of the CEO interalia confirming the correctness of the financial statements adequacy of the internalcontrol measures and reporting of matters to the Audit Committee in terms of the saidClause is also annexed as part of the said Report. A certificate from the auditors to thiseffect is annexed as part of the Corporate Governance Report.
The Company follows a comprehensive and integrated risk appraisal mitigation andmanagement process. The risk management process of the company is being periodicallyreviewed for improvement. None of the identified risk elements have any threat on thesustainability of the business.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Companies Act 2013 the details of the Management analysis anddatas are given in Annexure 2
In accordance with the Companies Act 2013 Smt. Selvambal Sengottu Velu is due toretire by rotation at the ensuing Annual General Meeting and being eligible offer herselffor re-appointment.
RE-APPOINTMENT OF INDEPENDENT DIRECTOR
There was no incidence of re-appointment of Independent Director.
RESIGNAION OF DIRECTOR:
There was no incidence of resignation of Director.
SECRETARIAL AUDIT CERTIFICATE
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 the Company Secretary in practice to undertake the Secretarial Audit of thecompany. The Report of the Secretarial Audit Report is annexed herewith as Annexure 4.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The required details in accordance with section 134(m) of the Companies Act 2013 readwith the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 aregiven in Annexure-1 forming part of the report.
The company has not accepted Fixed Deposits from the public during the year underreview.
The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd. Mumbai.The company has paid the listing fees to Bombay Stock Exchange up to 2015-16.
As the members are aware your companys shares are tradable compulsorily inelectronic form and your company has established connectivity with both the depositoriesi.e. National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). In view of the numerous advantages offered by the Depository systemmembers are requested to avail of the facility of dematerialization of the Companysshares on either of the Depositories as aforesaid.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and the Listing Agreement. Thedisclosure is being made as a matter of prudence.
All Related Party Transactions are presented to the Audit Committee and the Board andobtained approval for the transactions which are foreseen and repetitive in nature. Astatement of all related party transactions is presented before the Audit Committee onquarterly basis specifying the nature value and terms and conditions of thetransactions.
In accordance with the Companies Act 2013 the Statutory Auditors of the CompanyMessrs Giri & Co. (Firm Registration No. 0067025) Chartered Accountants Coimbatorehave been already appointed as Statutory Auditors of the Company for a period of threeyears subject to ratification by members at every consequent Annual General Meeting.Therefore ratification of appointment of Statutory Auditors is being sought from themembers of the company at the ensuing Annual General Meeting.
The Directors would like to place on record the cordial relations enjoyed with theemployees by the company.
Your Directors record with a deep sense of gratitude to the working capital bankers forthe excellent support and cooperation rendered by them to the company. Your Directors arethankful to its valuable customers esteemed stakeholders and business associates fortheir continued support and the confidence reposed in the Company and its Management.
| ||For and on behalf of the Board of Directors |
| ||(Sd./-) |
| ||M.S. Velu |
|Place : Coimbatore ||Chairman and Managing Director |
|Date : 14.08.2015 ||DIN : 0168208 |
INFORMATION PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN REPORT OF BOARD OFDIRECTORS) RULES 1988 FORMING PART OF THE REPORT OF THE DIRECTORS
The Company is implementing adequate measures for reduction of consumption of energy.Total energy consumption and consumption per unit of production in Form A
CONSERVATION OF ENERGY
|For the years ended on 30th June ||30.06.2015 ||30.06.2014 |
|A Power and Fuel Consumption || || |
|1 Electricity || || |
|A Purchased KWHr ||6557016 ||5931768 |
|Total amount Rs. ||48422892 ||35390536 |
|Rate per Unit Rs.P. ||6.35 ||5.50 |
|B Generation for captive usage KWHr || || |
|Through Diesel/Generator ||Nil ||Nil |
|Through Steam/Generator ||Nil ||Nil |
|2 Furnace Oil ||Nil ||Nil |
|3 Fuel : DOB and Saw Dust || || |
|Quantity (in tones) ||9026.93 ||9747.88 |
|Amount (Rs.) ||20899419 ||206221807 |
|4 Consumption per unit of Production || || |
|A Electricity units per ton ||518.63 ||568.50 |
|B Others DOB units per ton ||0.71 ||0.93 |
B Technology Absorption
Indigenous and upgraded technology alone are used
C Foreign Exchange Earnings and Outgo
A Steps are being taken to explore the possibility of exporting of writing and printingpapers.
|B Total Foreign Exchange earned and used excluding capital goods Component and spares. ||Earned Used ||Nil ||Nil |
| || ||Nil ||Nil |
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 30th JUNE 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Shree Karthik Papers Limited
25 50 Feet Road
Krishnaswamy Nagar Ramanathapuram Coimbatore-641045
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shree Karthik Papers Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of the ShreeKarthik Papers Limited books papers minute books forms and returns filed and otherrecords maintained by the company and also the information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial audit Ihereby report that in my opinion the company has during the audit period covering thefinancial year ended on 30th June 2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: I have examined the books papers minute books forms and returns filedand other records maintained by Prime Urban Development India Limited ("theCompany") for the financial year ended on 30th June 2015 according to theprovisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
vi) Employees Provident Fund and Miscellaneous Provisions Act 1952
vii) Environment Protection Act 1986 and other environmental laws viii) Factories Act1948 ix) Income Tax Act 1961 and Indirect Tax Laws x) Indian Stamp Act 1999 xi) Payment ofGratuity Act 1972 and other laws applicable to the company
Provisions of the following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act 1992 (SEBI Act) were not applicable to the company duringthe financial year under my report.
i) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999
ii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008
iii) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and iv) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998 I have also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations: I further report that The Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors Non-Executive Directors andIndependent Directors. The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions ofthe Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the year under report the company has not undertakenevent/action having a major bearing on the companys affair in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to the above.
I further report that during the audit period there were no instances of
(i) Public issue /Right issue / debentures/sweat equity etc. (ii) Redemption /buy-back of securities.
(iii) Merger / amalgamation / reconstruction etc. (iv) Foreign technicalcollaborations.
| ||S. Rengasamy |
|Place : Coimbatore ||FCS 3871 |
|Date : 14.08.2015 ||COP No.9901 |
List of documents verified:
1. Memorandum and Articles of Association of the Company
2. Annual Report for the Financial Year ended 30th June 2015
3. Minutes of the meeting of the Board of Directors Audit Committee StakeholdersGrievance Committee Nomination and Remuneration Committee Special Committee along withthe Attendance Register held during the financial year under report.
4. Minutes of the General Body Meeting held during the financial year under report
5. Statutory Registers viz. Register of Directors KMP Register of Directorsshareholding
6. Register of loans guarantees and security and acquisition made by the company
7. Agenda papers submitted to all the Directors for the Board Meetings and CommitteeMeetings.
8. Declarations received from the Directors of the company pursuant to the provisionsof Section 184 of the Companies Act 2013.
9. Intimations received from the Directors under the Prohibition of Insider TradingCode
10. E-Forms filed by the company from time to time under applicable provisions of theCompanies Act 2013 and attachment thereof during the financial year under reportIntimations /documents /reports /returns filed with the Stock Exchange pursuant to theprovisions of the Listing Agreement during the financial year under report.