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Sundaram Multi Pap Ltd.

BSE: 533166 Sector: Services
NSE: SUNDARAM ISIN Code: INE108E01023
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VOLUME 111863
52-Week high 5.94
52-Week low 2.55
P/E 14.10
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.97
CLOSE 2.95
VOLUME 111863
52-Week high 5.94
52-Week low 2.55
P/E 14.10
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sundaram Multi Pap Ltd. (SUNDARAM) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 22 Annual Reporttogether with the Audited Statement of Accounts of Sundaram Multi Pap Limited("the Company") and its subsidiary for the year ended 31 March 2016.

FINANCIAL PERFORMANCE:

The financial performance of Company for the year ended 31 March 2016 is summarizedbelow: (Rs In Lacs)

Particulars 2015-16 2014-15
Total Income 9629.53 8349.76
Profit before Interest Depreciation & Amortization 1224.62 138.63
Less : Interest 994.77 1216.45
Depreciation & Amortization 327.71 330.68
Profit / (Loss) before extraordinary item & tax (97.87) (1408.51)
Less: Extra-ordinary item 688.71 340.31
Profit / (Loss) before tax (786.58) (1748.82)
Less: Net provision for tax --
Less: Short provision for earlier year (145.36) (74.16)
Profit / (Loss) after tax (641.22) (1674.66)
Add: Balance brought forward from previous year 238.06 4380.32
Add: Depreciation adjusted against free reserves (2467.61)
Balance available for disposal (403.16) 238.05
Less: Appropriation:
Proposed Dividend --
Dividend tax --
Transfer to general reserve --
Balance to be carried forward (403.16) 238.05

SUMMARY OF OPERATIONS:

The revenue from the operations increased to Rs 9629.53 Lacs for the year ended 31March 2016 as compared to Rs 8349.76 Lacs for the year ended 31 March 2015. The Companyhas incurred a loss of Rs 97.87 Lacs before extra-ordinary items & tax for the yearended 31 March 2016 as compared to the loss of Rs 1408.51 Lacs for the year ended 31March 2015. Thus the Company has incurred a net loss of Rs 641.22 Lacs for the yearended 31 March 2016 as compared to the loss of Rs 1674.66 Lacs for the year ended 31March 2015.

TRANSFER TO RESERVE:

In view of the losses incurred by the Company your Directors proposes not to transferany amount to General Reserve.

DIVIDEND:

In view of the Loss incurred by your Company the Board of Directors do not recommendany dividend for the Financial Year 2015-16.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There have been no such material changes or commitments affecting the financialposition from the end of the Financial Year 2015-2016 till date of this report as may bedeemed to be material enough to affect the financial position of the Company otherwisethan in the normal course of business.

CAPITAL/ FINANCE:

During the year the Company has not issued and allotted any fresh Share capital. As on31 March 2016 the issued subscribed and paid up share capital of your Company stood atRs 215605773/- (Rupees Twenty One Crores Fifty Six Lacs Five Thousand Seven Hundred andSeventy Three Only) comprising (Twenty One Crores Fifty Six Lacs Five Thousand SevenHundred and Seventy Three) Equity shares of Rs 1/- (Rupee One Only)each.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual return of the Company pursuant to section 134(3) (a) of theCompanies Act 2013 in annexed herewith as Annexure-1 to this Report.

MEETING OF THE BOARD OF DIRECTORS:

The Board met Seven (7) times during the Financial Year 2015-16 viz. on 21 May 2015 30June 2015 12 August 2015 15 September 2015 5 November 2015 4 December 2015 and 12February 2016. Detailed information on the meetings of the Board of Directors is includedin the report on Corporate Governance which forms part of this Annual Report.

COMMITTEES OF BOARD:

As per the provisions of the Companies Act 2013 and Regulation 18 19 and 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Company has formedAudit Committee Nomination & Remuneration Committee Stakeholders RelationshipCommittee and CSR Committee. The details of Composition of the said Committee and theirMeeting held during the year along with terms of reference of the said Committees of Boardof Directors of the company is given in Corporate Governance Report and is also placed onthe Company's website at (http:// www.sundaramgroups.in /committees/)

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The 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 ofthe loss of the company for that period;

(c) The directors had 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 have prepared the 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 were operatingeffectively; and

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria for Independenceas laid down in Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2016.

COMPANY' S POLICY ON DIRECTOR' S APPOINTMENT REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofGovernance and Management. On March 31 2016 the Board consists of five membersincluding a Managing Director Whole-time Director and three are Independent Directors.The Company has framed a Nomination Remuneration and Evaluation Policy. The informationwith respect to the Company's Policy on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is outlined in the Annexure-2of this report.

FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS own PERFORMANCE AND OF ITS COMMITTEE ANDOF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outAnnual Performance Evaluation of its own performance the Directors individually as wellas evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them bythe board from time to time as well as per their terms of appointment. IndependentDirectors being evaluated by entire board except of Director being evaluated on meetingtheir obligations connected with their independence criteria as well as adherence with therequirements of professional conduct roles functions and duties specifically applicableto Independent Directors as contained in Schedule IV of the Companies Act 2013. Chairmanand other Non-Independent Directors were being evaluated by Independent Directors whoalso reviewed the performance of secretarial department. Performance evaluation of theCommittees and that of its members in effectively discharging their duties were alsobeing carried out by board.

The overall performance of Chairman Executive Directors and Non-Executive Directors ofthe Company is satisfactory. The review of performance was based on criteria ofperformance knowledge analysis quality of decision making etc.

AUDITORS:

A. STATUTORY AUDITORS

Rati cation:

M/s. Bhuta Shah & Co. LLP Chartered Accountants Mumbai (ICAI Firm RegistrationNo. 101474W/100100) Statutory Auditors of the Company were appointed as the StatutoryAuditors of the Company on 30 September 2014 to hold the office for a period of threeyears i.e. up to the AGM to be held in the calendar year 2017. The said appointment needsto be ratified by the members of the Company at every Annual General Meeting during thesaid period and the Statutory Auditors have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits

As required above the Board has after considering the recommendations of its AuditCommittee incorporated a suitable resolution for your consideration and approval in thenotice calling ensuing Annual General Meeting of the Company.

Auditors Observations & Management's Response:

The auditor has emphasized over the matter officertain trade receivables and advanceswhich are subject to confirmation and reconciliation. However the management does notexpect any material variation affecting the current year's financial statement on suchreconciliation/ adjustments. Accordingly no provisions have been made in the financialstatements.

Auditor's Certificate on Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditor's Certificate on corporate governance is provided in this Annual Report.The Certificate does not contain any qualification reservation or adverse remark.

B. SECRETARIAL AUDITORS

Appointment:

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed M/s.Hemanshu Kapadia & Associates Practicing Company Secretaries Mumbai as itsSecretarial Auditors to conduct the Secretarial Audit for FY 2015-16. The Company providedall assistance and facilities to the Secretarial Auditor for conducting their audit.

Auditors Observations & Management's Response:

In the Board's Report for the financial year 2014-15 as signed on August 12 2015 wasnot disclosing the details as prescribed under Rule 5(2)(iii) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 with regard toremuneration paid to Mr. Raichand P. Shah.

The Company has constituted the Corporate Social Responsibility (CSR) Committee andapproved the CSR Policy during the financial year 2014-15. Further it has also spent moneyon CSR activities as prescribed in Schedule VII of the Companies Act 2013 as its CSRobligation for the year 2014-15. However as required u/s 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibilities) Rules 2014 the Board'sReport for the financial year 2014-15 as signed on August 12 2015 did not disclose therequisite details on constitution of CSR Committee disclosure of CSR Policy and report onCSR in requisite format.

The Company had inadvertently missed to disclose the details pertaining to theremuneration paid to Mr. Raichand P. Shah and the details of CSR in the financial year2014-15 However complete details on CSR is disclosed in this Annual Report of 2015-16.

Secretarial Audit Report:

The Report of Secretarial Auditor for FY 2015-16 is annexed to this report as Annexure-3.

C. INTERNAL AUDITOR

The Company continues to engage M/s. Prakkash Muni & Associates (ICAI FirmRegistration No. 111792W) as its Internal Auditor. During the year the Company continuedto implement their suggestions and recommendations to improve the control environment.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors ndings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

D. COST AUDITOR

During the year under review Cost Audit was not applicable to the Company's products/business.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the company has not entered into any transaction falling under Section188 (1) of the Companies Act 2013; therefore disclosure under this section is notapplicable to the Company. Also policy on Related Party Transaction has been disclosed onthe website of the Company at (http:// www.sundaramgroups.in/company-policies/).

The Company has not entered into any Contract / Arrangement / Transaction with RelatedParties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required to be disclosed under the Act are given below:

(A) CONSERVATION OF ENERGY

(a) Steps taken on conservation of energy and for utilizing alternate sources ofenergy: Company is well equipped with the transparent roofs in the factory premises; thetransparent roof drastically enables the company to reduce the artificial lightning. AlsoCompany has installed highly efficient machineries which help in conservation of energyand also factory premise is equipped with energy saving lamps. Company has also installedself-power generation unit. The self-power generator enables the company to overcome thebreakdown in the electricity supply and facilitates the continuous working of theproduction process without any hindrance.

(b) The capital investment on energy conservation equipments: Capital Investments wereincurred in the earlier years but no investment was made on energy conservationsequipment's during the year 2015-16.

(B) TECHNOLOGY ABSORPTION

The efforts made towards technology absorption and benefits derived: The Company isequipped with fully auto book manufacturing machine and has also adopted partly automationprocess. This has resulted into the reduction in the labour cost and the cycle time fromraw material to the final output of the product. This technology has helped the company toincrease the output with better quality and low amount of wastage.

In case of imported technology:

No technology was imported by the Company during the last three years reckoned from thebeginning of the financial year.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars 2015-16 2014-15
Earnings - -
Expenditures/ Outgo - 31375

BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY:

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board members were informed about risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In today's challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risks inter alia are: Regulations Competition Business riskTechnology obsolescence Investments Retention of talent and Expansion of facilities.

Risk Management framework shall primarily focus on the elements such as Risk to CompanyAssets and Property Employees Related Risks Foreign Currency Risks Risks associatedwith Non-Compliance of Statutory enactments Competition Risks Operational Risks andvarious other types of risks which may affect the business or organization. Business riskinter-alia further includes Financial risk Political risk Fidelity risk Legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

Pursuant the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with respect to the formation of the Risk ManagementCommittee is not applicable to your Company.

Detailed policy framework is disclosed on the website of the Company at(http://www.sundaramgroups.in/company-policies/).

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR:

During the year under review Ms. Minjal V. Kadakia (DIN: 07135977) was appointed as theIndependent Director by the Members in the AGM held on 30 September 2015 for a term offive (5) years. Mr. Amrut P. Shah (DIN: 00033120) was re-appointed as the ManagingDirector w.e.f. 1 April 2015 for a period of three years liable to retire by rotationand Mr. Shantilal P. Shah (DIN: 00033182) was re-appointed as Whole-Time Director w.e.f. 1April 2015 for a period of three years liable to retire by rotation in the AGM held on30 September 2015

Mr. Rajesh B. Jain was appointed as the Chief Financial Officer and a Key ManagerialPersonnel of the Company w.e.f 1 April 2015.

Mr. Jagdish J. Kothari (DIN: 00033271) Independent Director and Mr. Hasmukh A. Gada(DIN: 00033151) Whole-time Director & Chief Financial Officer of the Company demittedoffice as the Director with effect from 1 April 2015.

As per the provisions of the Companies Act 2013 Mr. Amrut P. Shah (DIN: 00033120)retires by rotation at the ensuing Annual General Meeting and being eligible seeksreappointment. The Board recommends the re-appointment.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of Section 135 of the Companies Act 2013 and the rulesframed there under with respect to the Corporate Social Responsibility (CSR) your Companyhas constituted a CSR Committee to recommend and monitor expenditure on CSR and alsoapproved the CSR Policy. The Company's policy on CSR is put up on the website of theCompany at the link http://www. sundaramgroups.in/company-policies/.

The Composition of the Committee pursuant to Section 135 of the Companies Act 2013 isas follows:

Name Category Designation
Mr. Kaushal R. Sheth NED (I) Chairman
Mr. Manikandam P. Kammenchery NED (I) Member
Ms. Minjal V. Kadakia NED (I) Member

Since there is average loss in the last three immediately preceding financial years ofyour Company; the management was not required to conduct any CSR related activities.However your management desires to spend on CSR as and when it's feasible.

The Annual Report on CSR activities is annexed herewith marked as Annexure-6

DETAILS OF DEPOSITS:

During the year under review Except of loan from Directors the Company has notaccepted any deposits within the meaning of Chapter V of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014. Hence there are no details to bedisclosed under Rule 8(5) (v) of the Companies (Accounts) Rules 2014.

DISCLOSURE UNDER SEXUAL HARRESMENT AT WORK-PLACE:

During the year under review no complaints has been received by Company under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate systems of Internal Control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable Financial and Operationalinformation complying with applicable statutes safeguarding assets from unauthorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies. The Company has a well-defined delegation of power with authoritylimits for approving revenue as well as capital expenditure. Processes for formulating andreviewing annual and long term business plans have been laid down to ensure adequacy ofthe control system adherence to the management instructions and legal compliances. TheCompany has in place adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation was observed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure - 5 to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are mentioned in Annexure-5 to thisreport.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year Company have transferred unclaimed dividend amount of `182058/-pertaining to Financial Year 2007-08 to Investor Education Protection Fund on 25/11/2015.Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already led the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 30/09/2015)with the Ministry of Corporate Affairs.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES:

As on 31 March 2016 your Company has only one Wholly owned Subsidiary viz. E-classEducation System Limited. During the year under review your Company did not have any NewSubsidiary neither did it have an Associate Company nor did it enter in to a Joint Venturewith any other company.

Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the Financial Statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as

Annexure-4.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite Certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of ListingAgreement applicable to the Company your Company has adopted Vigil Mechanism (WhistleBlower Policy) for complying with the Company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit Committee. Nocomplaint was received during the Financial Year 2015-16. During the year under review noemployee was denied access to the Audit Committee.

HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invests inflattraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholders that some of themhave not claimed the dividends as per the under mentioned detail:

Accounting Year Total amount unclaimed
(in Rs.)
2008-09 `. 54248
2009-10 `. 67029
2010-11 `. 52317
2011-12 `. 48097
2012-13 `. 83641
2013-14 `. 74385

The Board of Directors sincerely likes to remind the concerned shareholders toclaim their dividends. The Board also likes to inform to the shareholders that anydividend remaining unclaimed for seven years gets transferred to Investor Education &Protection Fund as per Section 125 of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Except of Loan given to Wholly owned Subsidiary viz. E-Class Education System Limitedwhich is exempt there was no other loan given or guarantee given or investment made orsecurity provided pursuant to Section 186 of the Companies Act 2013 during the year underreview and hence the said provisions are not applicable.

OTHER DISCLOSURES/REPORTING:

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) Issue of equity shares with differential rights as to dividend voting or otherwiseb) Issue of shares (including sweat equity shares) to employees of the Company under anyscheme Voting rights which are not directly exercised by the employees in respect ofshares for the subscription/purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board of Directors

Sundaram Multi Pap Limited

Sd/-

Amrut P. Shah (DIN: 00033120)

Chairman & Managing Director

Date: 25/07/2016

Place: Mumbai