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Ballarpur Industries Ltd.

BSE: 500102 Sector: Industrials
NSE: BALLARPUR ISIN Code: INE294A01037
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Ballarpur Industries Ltd. (BALLARPUR) - Director Report

Company director report

Your Directors hereby present the Seventy Fourth Annual Report together with theAudited Financial Statements for the financial year ended 31 March 2019.

FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended 31 March 2019is given below.

(in ' Crore)

Particulars

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Revenue from Operations (Net of Excise duty) 455 303 3643 2519
EBIDTA 47 16 676 352
Less: Finance Cost 242 244 843 915
Less: Depreciation 63 60 266 277
Profit/(Loss) before Exceptional Items and Taxes (258) (288) (433) (840)
Share of Profit/(Loss) in Associate and Joint Venture - - 0.69 -
Exceptional Items 377 169 369 190
Profit / (Loss) before Tax (635) (457) (801) (1030)
Less: Tax - (146) 34 (166)
Profit/(Loss) After Tax (635) (311) (835) (864)
Profit/ (loss) from discontinued operations before tax - - (236) (1171)
Less: Tax expense on discontinued operations - - - -
Net profit/ (loss) from discontinued operations after tax - - (236) (1171)
Net profit/ (loss) after tax (635) (311) (1071) (2035)

OPERATIONS

A detailed review of the operations and performance of the Company and its subsidiariesis provided in the chapter on Management Discussion and Analysis in this Annual Report.

DIVIDEND

In view of losses during the year your Directors have not recommended any dividend onthe Equity Share Capital of the Company for the financial year ended 31 March 2019.

TRANSFER TO RESERVES AND SHARE CAPITAL

The Board has not proposed to transfer any amount to Reserves.

FIXED DEPOSITS

No amount of principal or interest on erstwhile fixed deposits was outstanding as on 31March 2019. Further the Company has not invited any fresh deposits.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on 28 March 2019 reappointed Mr. B.Hariharan (DIN 00012432) as Wholetime Director designated as Executive Director for afurther period of 3 years i.e. from 1 April 2019 upto 31 March 2022 liable toretirement by rotation. His reappointment as Executive Director is recommended forapproval by the Members of the Company at the forthcoming Annual General Meeting (AGM) ofthe Company for the aforesaid term. His profile is provided in the Corporate GovernanceReport.

Mr. Gautam Thapar (DIN 00012289) at the aforesaid Board Meeting informed the Board thathe desired to step down as Chairman of the Company and continue as a Non-ExecutiveDirector. The Board of Directors at its aforesaid meeting appointed Mr. Hariharan as theChairman w.e.f. 1 April 2019.

To strengthen the leadership at the Board level with independent professionals theBoard of Directors at its meeting held on 28 March 2019 appointed Mr. Rajeev RanjanVederah (DIN 00012252) as an Additional Director (Independent) in accordance with theprovisions of the Companies Act 2013 (the 'Act') read with the Articles of Association ofthe Company. Mr. Vederah was a Non-Executive Director of the Company upto 28 March 2019.His appointment as an Independent Director is recommended for approval by the Members ofthe Company at the AGM of the Company

for a term of 5 years. His profile is provided in the Corporate Governance Report. Mr.Vederah is also Vice Chairman.

As per the provisions of the Act Mr. Hariharan Chairman & Executive Directorretires by rotation at the forthcoming AGM and being eligible offers himself forreappointment. His profile is provided in the Corporate Governance Report. The Directorsrecommend his re-appointment.

To strengthen the leadership at the Board level with independent professionals inaccordance with the provisions of the Companies Act 2013 ("the Act") read withthe Articles of Association of the Company Mr. Krishan Varma (DIN 06428524) has beenappointed as an Additional Director (Independent) by the Board of Directors on 16 May2019. His appointment as an Independent Director is recommended for approval by theMembers of the Company at the forthcoming Annual General Meeting (AGM) of the Company fora term of 5 years. His profile is provided in the Corporate Governance Report and AGMNotice.

Mr. Sanjay Labroo vide his letter dated 13 May 2019 resigned as Independent Directorof the Company on account of his inability to devote required time as Independent Directordue to personal and unavoidable reasons. Mr. Sudhir Mathur vide his letter dated 16 May2019 resigned as Independent Director of the Company due to personal and otherpreoccupations. Mr. A.S. Dulat vide his letter dated 16 May 2019 has resigned asIndependent Director of the Company on account of health issues.

Mr. Labroo Mr. Mathur and Mr. Dulat vide their respective letters have confirmed thatthere is no other material reason for their resignation other than that provided above.The Board places on record its appreciation for their valuable contributions during theirtenure as Directors of the Company.

The Nomination and Remuneration

Committee of the Company which has been set up by and reports to the Board ofDirectors has formulated the criteria and policy for the identification / appointment ofDirectors as well as Key Managerial Personnel and Senior Management

including their remuneration and evaluation. This is discussed in the chapter onCorporate Governance.

The Board carried out an annual evaluation of itself its Committees IndependentDirectors and its Directors in accordance with the criteria specified by the Nominationand Remuneration Committee. Overall the Board was satisfied with the performance of theBoard as a whole its Committees and its Directors.

DECLARATION By INDEpENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria ofindependence as provided in Section 149(6) of The Companies Act 2013 (the Act) andRegulation 16(1)(b) of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

meetings OF THE BOARD

The details of meetings of the Board of Directors of the Company as well as theCommittees of the Board are contained in the chapter on Corporate Governance.

promoter group

The Company is a part of the Avantha Group a global business conglomerate led by Mr.Gautam Thapar. As required by the Listing Regulations the Company periodically disclosesits Promoter Promoter Group and persons acting in concert in the shareholding pattern andother filings with the Stock Exchanges.

SUBSIDIARY COMpANIES

The Company has 2 Indian subsidiaries. These are: (i) Bilt Graphic Paper ProductsLimited (BGPPL) and (ii) Avantha Agritech Limited (AAL) which was formerly BILT Tree TechLimited. AAL is a direct subsidiary and BGPPL is a step-down subsidiary of the Company.

The Company also has six foreign subsidiaries. Of these four are based in TheNetherlands: (i) Ballarpur International Holdings B.V. (BIH) (ii) Bilt Paper B.V. (BPBV)

(iii) Ballarpur Paper Holdings B.V. (BPH) and

(iv) Ballarpur Speciality Paper Holdings B.V. (BSPH). One international subsidiarynamely Sabah Forest Industries Sdn. Bhd. (SFI) is based in Malaysia; and another BiltGeneral Trading (FZE) is based in the UAE.

The chapter on Management Discussion and Analysis in this Annual Report contains a noteon the performance of the subsidiaries. The audited accounts of the subsidiaries areavailable on the website of the Company and are therefore not enclosed in this AnnualReport. However these may be provided to any Member of the Company on request.

The Company has one joint venture. During the year under review M/s RubfilaInternational Ltd. subscribed to 5620427 equity shares of ' 10/- each of M/s. PremierTissues (India) Ltd. (PTIL) (an erstwhile wholly owned subsidiary of the Company) at aprice of ' 28.47/- (aggregating to 50% Equity Share Capital of PTIL). Accordingly PTILbecame a joint venture w.e.f. 8 November 2018.

CONSOLIDATION OF ACCOUNTS

The Consolidated Financial Statements of the Company its Eight subsidiaries and onejoint venture Company are annexed to this Annual Report. The performance and financialposition of each subsidiary and joint venture are detailed in the 'Statement containingsalient features of the financial statement of subsidiaries associate companies/jointventures in Form AOC I pursuant to Section 129 of the Act.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the Company i.e. 31 March2019 and the date of the Board's report i.e. 16 May 2019.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed and that there is no material departure;

• They selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the financial year;

• They took proper and sufficient care for maintenance of adequate accountingrecords as provided in the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities;

• The annual accounts of the Company have been prepared on a "goingconcern" basis;

• They laid down internal financial controls to be followed by the Company andthat such controls are adequate and operated effectively; and

• They devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Further the Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

AUDITORS AND AUDITORS' REPORTS

Members of the Company at the 72nd Annual General Meeting (AGM) held on 26September 2017 had appointed M/s Sharp & Tannan Chartered Accountants Chennai (FirmRegistration No. 003792S) as the Statutory Auditors of the Company for a period of 5years to hold office from the conclusion of the said AGM till the conclusion of the 77thAGM.

According to the earlier Section 139 of the Companies Act 2013 the appointment was tobe placed for ratification by the Members of the Company at every AGM. However thisrequirement has been omitted effective 7 May 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditors have made qualifications in their report on the financial statements ofthe Company for the financial year ended 31 March 2019.

Board's explanation to Auditor's qualifications:

In respect of non-accrual of put option liability note 45 to the accompanyingstandalone financial statements is self explanatory.

Further with respect to audit qualification on differences in accrual of interestexpense as compared to bank confirmations / loan agreement with the lenders and nonreceipt of direct confirmation from certain lenders for balance outstanding it may benoted that negotiations for assignment/ settlement of loans is in progress and in view ofthe liquidity position of the Company and discussions with lenders no provision is beingmade in the financial statements towards the penal interest. The Company does not expect amaterial variance upon settlement with lenders.

Reservation or disclaimer if any of the Statutory Auditor in its reports on financialstatements has also been adequately addressed in the relevant notes accompanying saidfinancial statements.

During the year under review no fraud has been reported by the auditors under subsection (12) of Section 143 of the Act.

The Board had appointed M/s PDS & Co. Company Secretaries to conduct SecretarialAudit of the Company for the financial year 2018-2019. The Secretarial Audit Report isannexed to this report. Regarding observation in the said report on appointment of ChiefFinancial Officer (CFO) the Company is searching for a suitable candidate to be appointedas CFO.

On recommendation of its Audit Committee the Board of Directors appointed M/s. BahadurMurao & Co. Cost Accountants (Registration No. 000008) as Cost Auditors of theCompany to carry out the cost audit of paper manufactured and pulp if any in relationto the financial year ending 31 March 2020. The Company has received their written consentto act as Cost Auditors of the Company and the appointment is in accordance with theapplicable provisions of the Act and rules framed thereunder. Remuneration of the CostAuditors has been approved by the Board of Directors based on the recommendation of theAudit Committee. The requisite resolution for ratification of this remuneration by theMembers has been set out in the Notice of the Seventy Fourth Annual General Meeting ofyour Company.

Further the Company is required to maintain cost records as required under Section148(1) of the Companies Act 2013 and accordingly such accounts and records are made andmaintained.

CORPORATE GOVERNANCE

M/s PDS & Co. Company Secretaries have certified compliance of the Company withthe provisions of Corporate Governance in terms of the Listing Regulations. The report onCorporate Governance together with the said Compliance certificate is attached and formspart of this Annual Report.

RELATED PARTY TRANSACTIONS AND LOANS GUARANTEES OR INVESTMENTS

by the company

During the period under review all transactions with related parties referred to insub-section (1) of Section 188 and Regulation 23 of Listing Regulations were in theordinary course of business and at arm's length duly reviewed/approved by the AuditCommittee of the Company. Further there were no material contracts arrangements ortransactions with related parties which require disclosure in Form AOC-2.

Details of loans / guarantees / investments by the Company under Section 186 of theCompanies Act 2013 are provided in the financial statements of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process-driven framework for internalfinancial controls within the meaning of explanation to Section 134(5)(e) of the CompaniesAct 2013.

For the year ended 31 March 2019 the Board is of the opinion that the Company hassound internal financial controls commensurate with the nature and size of

its business operations; that these controls are in place operating effectively and nomaterial weaknesses exist. The Company has a process to continuously monitor the existingcontrols and identify gaps if any and implement new and / or improved controls whereverthe effect of such gaps could have a material effect on the Company's operations.

RISK MANAGEMENT

BILT has adopted a group risk management policy. Accordingly all operational processesare duly covered to assess risk appetites and mitigation processes. Business risks areassessed by operational management and steps are taken for their mitigation.

STATUTORY COMMITTEES

Details of various Committees of the Board namely Audit Nomination &Remuneration Stakeholders Relationship Corporate Social Responsibility and RiskManagement constituted in compliance with the provisions of the Companies Act 2013 andListing Regulations — including their constitution purpose and attendance ofCommittee members — have been provided in the chapter on Corporate Governance in thisAnnual Report. The Board has accepted recommendations of the Committees wherever made.

STATUTORY POLICIES

In compliance of the various provisions of the Companies Act 2013 and ListingRegulations the Company has made the following policies which are available on itswebsite: www.bilt.com

• Policy on materiality of and dealing with related party transactions. (http://bilt.com//wp-content/themes/bilt/ pdf/Policy-on-materiality-of-and-dealine-with-related.pdf) Policy for determining material subsidiaries of the Company.(http://bilt.com//wp-content/ themes/bilt/pdf/Policy-on-materiality- subsidiary.pdf)

• Corporate Social Responsibility Policy.

• Policy for preservation of documents.

• Policy relating to remuneration of Directors/Key Managerial Personnel.

• Policy on determination of materiality of events.

• Policy on disclosure of unpublished price sensitive information.

• Whistle Blower Policy covering all employees and Directors for the vigilmechanism inter alia providing direct access to any whistle blower to the Chairman of theAudit Committee as per said policy.

• Policy on Prevention of Sexual Harassment of Women at Workplace in line with therequirement of "The Sexual Harassment of Women at Workplace (Prohibition Preventionand Redressal) Act 2013". There was no such incident during the year.

Further the Company has complied with the provisions relating to constitution ofInternal Complaints Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act

2013.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY REGULATORS

There are no significant/ material orders passed by any Regulators/Courts/Tribunalsimpacting the going concern status of the Company or impacting its operations in future.

CONSERVATION OF ENERGY RESEARCH

& development technology absorption and foreign exchange

EARNINGS AND OUTGO

As required by the Companies Act 2013 read with Companies (Accounts) Rules

2014 particulars pertaining to conservation of energy technology absorption andforeign exchange earnings and outgo are given in the prescribed format as annexed withthis Annual Report as Annexure 1.

particulars of employees

Information required under Section 197(12) of the Companies Act 2013 read with

Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended is annexed with this Annual Report as Annexure 2.

extract of the annual return

An extract of the Annual Return as of 31 March 2019 pursuant to sub-section (3) ofSection 92 of the Act and forming part of the report is annexed with this Annual Reportas Annexure 3.

corporate social responsibility

(CSR)

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee. A report on CSR activitiesundertaken by the Company as per CSR Policy of the Company in terms of said section andthe Companies (Corporate Social Responsibility Policy) Rules 2014 as amended forms apart of this Annual Report as Annexure 4.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Company'semployees for their professionalism creativity integrity and efforts in effectiveutilisation of available resources for the Company's performance.

The Directors would also like to thank the employee unions shareholders customersdealers suppliers bankers government and all other business associates for theircontinued support extended to the Company.

For and on behalf of the Board of Directors

B. HARIHARAN
Chairman & Executive Director
DIN 00012432
GAUTAM THApAR
Director
DIN 00012289
Date 16 May 2019
Place Gurugram

.