Your Directors are pleased to present before you the Forty Seventh Annual Report alongwith the Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2017.
The Company's financial performance for the year ended March 31 2017 is summarizedbelow:
| || |
Rs. (In millions)
| ||For the year ended |
| ||31/03/2017 ||31/03/2016 |
|Revenue ||894.21 ||835.21 |
|Profit before taxation ||270.46 ||235.64 |
|Provisions for taxation ||94.63 ||80.95 |
|Profit after taxation ||175.83 ||154.70 |
|Balance brought forward from the previous year ||982.04 ||864.03 |
|Earnings Per Share (EPS) (In rupees) ||40.03 ||35.22 |
|Balance carried to Balance Sheet ||1157.87 ||1018.73 |
There were no material changes and commitments affecting the financial position of thecompany which have occurred since the end of the financial year.
The dividend payout for the year under review is in accordance with the Company'spolicy to build long term shareholder value. It is also linked to long term growthobjectives of the Company to be met by internal accruals.
Your Directors therefore recommend for your approval a dividend @ 40% i.e. of Rs.4/-per equity share of Rs.10/- each fully paid-up for the year ended 31st March 2017aggregating to Rs.17.57 million. In addition the applicable Corporate Dividend Tax andother taxes if any shall also be paid thereon at time of actual payment of dividend.
The dividend if approved at the Annual General Meeting would be paid to the eligiblemembers within the stipulated time.
Mr. R. Krishna Kumar shall be retiring by rotation at the forthcoming Annual GeneralMeeting (AGM) and being eligible offers himself for reappointment.
In Compliance with the requirements of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (here-in-after referred to asthe Listing Regulations) brief resume expertise and details of other directorshipsmembership in committees of other companies and shareholding in the Company of Mr. R.Krishna Kumar who is proposed to be reappointed as Director are as under:
|Name of the Director ||Mr. R. Krishna Kumar |
|DIN ||05344619 |
|Age in years ||42 |
|Date of Appointment ||23rd July 2014 |
|Expertise in Special Functional Areas ||Engineering and Administration |
|Qualification ||B.E. |
|Directorships held in other companies in India as on 31/03/2017 ||1. Voith Paper Technology (India) Private Limited |
|Membership of committees of other companies in which he is a ||1. Voith Paper Technology (India) Private Limited (Corporate Social |
|Director as on 31/03/2017 ||Responsibility Committee) |
|No. of shares held in the Company (Including those held by relatives) ||NIL |
It is evident from the above graphs that your company had continued to progress in thecurrent year also.
TRANSFER TO RESERVES
For the year under review Company has added the entire available surplus to thebrought forward balance in "Statement of Profit and Loss" without making anytransfer to the general reserve.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company neither gave any loans or guarantee nor madeany investments in terms of provisions of Section 186 of the Companies Act 2013.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the FinancialYear 2016/17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern' status of the Company and itsfuture operations. However members' attention is drawn to the details about ContingentLiabilities and Commitments appearing in the Notes forming part of the FinancialStatements.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the Listing Regulations) theCompany has formulated a Policy on Related Party Transaction to ensure transparency intransactions between the Company and the related parties. The said Policy is available atlink of Company Policies' on Investor Corner' page on the company's website athttps://voith.com/vpf-india-en/investors-corner.html
During the year under review there were no material transactions as defined under theprovisions of Listing Regulations between the company and related parties. Alltransactions with related parties were carried out in the ordinary course of business atarm's length basis and details of such transactions are mentioned in notes attached to thefinancial statements appearing elsewhere in the Annual Report. Also the Form AOC-2 isattached as Annexure - III forming part of this report.
The observations of the statutory auditors are self-explanatory and therefore do notcall for any further comments.
A. Statutory Auditors - During the year under review M/s B S R & Co. LLPChartered Accountants (Registration No. 101248W/W-100022) were appointed as StatutoryAuditors of the Company for a period of five years i.e. from the conclusion of 45thAnnual General Meeting up to the conclusion of 50th Annual General Meetingsubject to ratification by members every year.
B. Internal Auditors - During the year under review M/s Lodha & Co. CharteredAccountants carried out the internal audit exercise and submitted their report.
C. Secretarial Auditors - During the year under review M/s P.C. Jain & Co.Company Secretaries carried out the Secretarial Audit and submitted their report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) and 134(5) the Board of Directors to the best of theirknowledge and ability confirm that:
1. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and are prudent so as to give a true& fair view of the state of affairs of the Company at the end of the Financial Yearand of the profits of the Company for the period;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and preventing and detecting fraud and other irregularities;
4. the Directors have prepared the Annual Accounts on a going concern' basis;
5. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board confirms that there exists a structure in the Company to identify assessevaluate and mitigate various types of risks w.r.t. the operations of the Company. In viewof the Board none of the elements of any such risks threaten the existence of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of Companies Act 2013 and Regulation 16 of the ListingRegulations.
The Board of Directors has laid down a Code of Conduct to be followed by all theDirectors and members of Senior Management of your Company. The Board of Directorssupports the principles of Corporate Governance and lays strong emphasis on transparencyaccountability and integrity.
A Report on Corporate Governance along with required Certificate from a CompanySecretary in Practice pursuant to requirements of the Listing Regulations has beenincluded in this Report separately. In terms of Regulation 17(8) of the ListingRegulations a Certificate of CEO & CFO is also provided to the Board.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read along with Rule8 of Companies (Accounts) Rules 2014 is given in Annexure I.
The Company has neither invited nor accepted any deposits from public during the yearunder review. Accordingly there are no unclaimed or unpaid deposits lying with thecompany for the year under review.
PARTICULARS OF EMPLOYEES
Particulars required to be disclosed in pursuance of the provisions of Section 197read with rule 5 of Companies (Appointment and Remuneration) Rules 2014 are given inAnnexure II.
REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Outline of CSR Policy including overview of projects or programs undertaken duringthe year ended 31st March 2017: Corporate Social Responsibility (CSR) is theintegration of business operations & its values in relation to betterment of society.To achieve this integration of interests of all stakeholders including investorscustomers employees and community the Company had contributed requisite sums towardsfulfilling its CSR obligations by providing financial aid to some NGOs involved in thefield of promoting education healthcare eradicating hunger and sanitation especiallyfor the benefit of those belonging to socially and economically backward strata ofsociety.
The CSR Policy and the report can be accessed at link of Company Policies' onInvestor Corner' page on the company's website athttps://voith.com/vpf-india-en/investors-corner.html
2. Composition: The CSR Committee presently comprises of three directors. Two of whomare Non-executive Directors.
|Sr. No. ||Name & Designation of the Director in the Committee ||Category |
|1 ||Mr. Martin Gustav Scherrer Chairman ||Non-executive & Non-Independent Director |
|2 ||Mr. Biren De Member ||Non-executive & Independent Director |
|3 ||Mr. R. Krishna Kumar Member ||Executive & Non-Independent Director |
3. Average Net Profit of the Company for the last three financial years isRs.254918949/-
4. CSR Expenditure i.e. two percent of Average Net profit for last three financialyears is Rs.5098379/-.
5. Details of CSR spent during the financial year:
a. Total amount to be spent for the financial year: Rs.50.99 lacs.
b. Amount unspent if any: Not Applicable
c. Manner in which the amount spent during the financial year is detailed below:
| || || || || || || ||(Amount Rs. in Lacs) |
|(1) ||(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) |
|No. ||CSR project or activity identified ||Sector in which project is covered ||Projects or programs ||Amount outlay (budget) project or programs wise ||Amount spent on the projects or programs. Sub-heads: ||Cumulative expenditure up to the reporting period ||Amount spent through implementing agency or direct |
| || || ||(1) Local Area or other || ||(1) Direct expenditure on projects and programs || || |
| || || ||(2) Specify the state and district where projects or programs was undertaken || ||(2) Overheads || || |
|1. ||Distribution of bags for students in government schools ||Promoting Education ||Locally ||7.00 ||7.00 ||7.00 ||FIA Charitable Society |
|2. ||Distribution of stationery items etc. to students in government schools ||Promoting Education ||Locally ||1.00 ||1.00 ||1.00 ||Direct |
|3. ||Construction of Community Toilets ||Promoting Health Sanitation ||Locally ||13.00 ||13.00 ||13.00 ||FIA Charitable Society |
|4. ||Clearing of Blocked Sewer Line and repair of pavements ||Environment sustenance ||Locally ||10.00 ||10.00 ||10.00 ||FIA Charitable Society |
|5. ||Renovation of toilet blocks drinking water facility etc. ||Promoting Health and Sanitation ||Locally ||9.85 ||9.85 ||9.85 ||FIA Charitable Society |
|6. ||Mid-day meal for school going students ||Eradicating Hunger ||PAN India ||4.75 ||4.75 ||4.75 ||Akshaya Patra Foundation |
|7. ||Organization of health camps ||Promoting Health Care ||Locally ||3.40 ||3.40 ||3.40 ||HelpAge India |
|8. ||Construction of toilet and arranging drinking water facility ||Promoting Health and Sanitation ||Locally ||2.00 ||2.00 ||2.00 ||Prayas Social Welfare Society (Regd.) |
| ||TOTAL || || ||51.00 ||51.00 ||51.00 || |
6. In case the company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the company shall provide reasons fornot spending the amount in its Board Report: Not Applicable
7. A responsibility statement by CSR Committee of the Board: We hereby state that theimplementation and monitoring of CSR policy is in compliance with CSR objectives andpolicy of the Company.
|Sd/- ||Sd/- |
|Martin Gustav Scherrer ||R. Krishna Kumar |
|Chairman of the CSR Committee ||Managing Director |
|(DIN: 02343290) ||(DIN: 05344619) |
ANNUAL EVALUATION BY THE BOARD
As required under the provisions of Section 134(3)(p) of the Companies Act 2013 andListing Regulations the Board has carried out an annual evaluation of its own performanceof its Committees and individual directors. The manner in which such performanceevaluation was carried out is as under: The performance evaluation framework is in placeto seek the response of Directors on the evaluation of the entire board and individualdirectors. The Nomination and Remuneration Committee carries out evaluation of Director'sperformance.
The performance of the Board and Individual Directors was evaluated by the Boardseeking input from all Directors.
The performance of Committees was evaluated by the Board seeking input from theCommittee Members. The Nomination and Remuneration Committee reviews the performance ofthe Individual Directors. A separate meeting of the Independent Directors was also held toreview the performance of non-independent Directors; performance of the Board as a wholeand performance of the Chairman of the company taking into account the views of executiveas well as non-executive Directors.
The criteria of evaluation of Board includes mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board based on the criteria laid down by Nomination and Remuneration Committee whichincludes attendance contribution at the meetings and otherwise independent judgementadherence to Code of Conduct and business ethics monitoring of regulatory compliancerisk management and review of internal control system etc.
PREVENTION OF SEXUAL HARASSMENT CASES
As required under the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with rules made thereunder thecompany has constituted an "Internal Complaints Committee" which is responsiblefor redressal of complaints related to sexual harassment.
During the year under review there was no complaint pertaining to sexual harassment.
NUMBER OF MEETINGS OF THE BOARD
During the year under review five meetings of the Board were convened and held.Details of composition of Board and its committees and of the meetings held attendance ofthe Directors and other relevant details are provided in the Corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and Listing Regulations.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has originally constituted its Remuneration Committee on 31st January 2002as part of good corporate governance practice. The current policy is to ensure thatappropriate and suitable members are appointed on the Board of the Company and that thelevel and composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors and meets appropriate benchmarks.
The Nomination & Remuneration Committee at its sole discretion considers theintegrity qualification expertise and experience of the person for appointment as aDirector and then recommends to the Board of his/her appointment.
Executive Director/Managing Director/Whole-time Director: They shall be paidremuneration comprising of several components (including fixed as well as variable)decided and approved by the Board from time to time on recommendation of the Committee.Such remuneration is determined according to industry standards experience laws andregulations prevailing market conditions and the scale of Company's business relating tothe position.
Other Directors: The Company will remunerate its non-executive Indian directorsby way of Sitting Fees for attending meeting of the Board and/or Committee thereof as maybe decided by the Board from time to time subject to the maximum amount as may beprescribed by the Central Government in this regard.
The policy is available on the website of the company at www.voithpaperfabricsindia.com
Pursuant to the provisions of section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s P.C. Jain & Co. Company Secretaries to undertake secretarial audit ofthe company. The report of the secretarial audit is annexed as ANNEXURE IV. Thesecretarial audit report does not contain any qualification observation or other adverseremark except that the promoter of the Company are not holding shares in dematerializedform as required by Regulation 31 of the Listing Regulations 2015. The matter has alreadybeen informed to the promoter and they are in the process of completing the formalitiesfor opening the required Demat Account.
SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company neither has any subsidiary joint venture or associate company; nor has anycompany become or ceased to be its subsidiary joint venture or associate company duringthe year.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is annexed as Annexure-V to the Board's Report.
Your Directors wish to place on record their appreciation to all the stakeholders fortheir support and contributions towards achieving the performance of the company. TheBoard expects to continue to receive their continued support and contribution in futurealso.
| || ||For and on behalf of the Board of Directors |
| ||Biren De (DIN: 00011607) || |
| ||S K Nagpal (DIN: 01171148) || |
|Date : 25th May 2017 ||Shahana Basu (DIN: 07137715) ||R. Krishna Kumar (DIN:05344619) |
|Place : New Delhi ||Directors ||Managing Director |