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Ellora Paper Mills Ltd.

BSE: 502374 Sector: Industrials
NSE: N.A. ISIN Code: INE384H01023
BSE 05:30 | 01 Jan Ellora Paper Mills Ltd
NSE 05:30 | 01 Jan Ellora Paper Mills Ltd

Ellora Paper Mills Ltd. (ELLORAPAPER) - Director Report

Company director report

TO THE MEMBERS OF ELLORA PAPER MILLS LIMITED

1. INTRODUCTION

Your Directors are elated in presenting their 45th Annual Report togetherwith the Report on the Audited Standalone and Consolidated Financial Statements for theFinancial year ended 31st March 2020.

2. FINANCIAL RESULTS

The financial results of the operation for the year under review are as follows:

(Rs. In Lakhs)

Particulars Standalone
2019_20 2018_19
Total Income 1443.99 3099.96
Total Expense 1686.84 3171.82
Profit before Extraordinary Items Exceptional Items and Tax (225.33) (66.43)
Extraordinary Items 0.00 0.00
Exceptional Items 0.00 0.0
Profit before Tax (225.33) (66.43)
Tax Expense 0.00 (0.13)
Net Profit for the year (225.33) (66.56)
EPS
i. Basic (11.27) (3.33)
ii. Diluted (11.27) (3.33)

3. BUSINESS OVERVIEW

The Standalone Loss stands at Rs. 22533039/_ for financial year under review ascompared to the previous financial. The Board of Directors looks towards the futureperformance with a positive approach.

4. DIVIDEND

Directors of the Company are unable to declare any dividend for the financial yearunder review.

5. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no.51/12/2007_CL_III dated February 8 2011 through which it granted a General Exemption tocompanies from annexing the Directors' Report Balance Sheet and Profit & Loss Accountof subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA for availingexemption under this circular have been fulfilled by your Company. The Company did nothave any Subsidiary Associate Joint Venture Company during the financial year underreview.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company has developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are applicable. Asper Section 135 of the Companies Act 2013 it is mandatory for the Company to constituteCorporate Social Responsibility (CSR) Committee of the Board of Directors of the Companyas the net worth of the Company during the last financial year was more than Rs. 500crores or Turnover is more than Rs. 1000 Crores or Net Profit is more than Rs. 5 Crores.Since the Company does not fall under the criteria as mentioned above the Company is notrequired to constitute the Corporate Social Responsibility Committee.

7. STATUTORY AUDITORS

M/s. Ashok Bairagra & Co Chartered Accountants (FRN: 118677W) ("theStatutory Auditors") was appointed as the Statutory Auditors of the company by theResolution Professional for the period from 1st April 2019 till 31stMarch 2020 to hold office till the conclusion of 44th Annual General Meeting.

Thus the Board of Directors approached M/s. Ashok Bairagra& Associates CharteredAccountants (FRN: 118677W) for their appointment as the Statutory Auditors of the Companyfor the financial year ended 31st March 2021 to hold office till theconclusion of 46th Annual General Meeting of the members of the Company.

The Board of Directors of the Company recommend the appointment of the StatutoryAuditors for the period from 1st April 2020 till 31st March 2021 to hold office till theconclusion of the 46th Annual General Meeting of the members of the Company.

8. SECRETARIAL AUDITORS

M/s. H V Gor & Co Company Secretaries have been appointed as the SecretarialAuditors of the Company u/s 204 of the Companies Act 2013 to conduct Secretarial Audit ofthe matters of the Company and report thereof for the period from 1st April2020 till 31st March 2021.

The Report of the Secretarial Auditors of the Company for the period under review hasbeen annexed to the Board Report under Annexure V.

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

10. BOARD OF DIRECTORS OF THE COMPANY:

At the beginning of the financial year under review the Board of Directors of theCompany comprised of 5 (Five) Directors.

The Board of Directors of the Company as on 1st April 2019 stood as follows:

Sr Name of the Director Designation
1. Shri. Sudhir Goenka Managing Director
2. Smt. Kusum Goenka Women Director
3. Shri. Bandhooram Prasad Executive Director
4. Shri. Pawan Kumar Tantia Independent Director
5. Shri. Prashant Ramkisan Kabra Independent Director

The Board of Directors of the Company as on date of this report stands as follows:

Sr Name of the Director Designation
1. Shri. Sudhir Goenka Managing Director
2. Smt. Kusum Goenka Women Director
3. Shri. Bandhooram Prasad Executive Director
4. Shri. Yogesh Katkamwar Independent Director
5. Shri. Pramod Kumar Shah Independent Director

11. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.

12. BOARD MEETINGS

During the financial year under review the meetings of the Board of Directors of theCompany were held on following dates:

Sr Serial No. of Meeting N Date of Meeting
1. I/2019-20 20th April 2019
2. II/2019-20 30th May 2019
3. III/2019-20 1st August 2019
4. IV/2019-20 28th August 2019
5. V/2019-20 16th September 2019
6. VI/2019-20 7th October 2019
7. VII/2019-20 4th November 2019
8. VIII/2019-20 14th November 2019
9. IX/2019-20 24th February 2020

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE

PURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013.

The details of Related Party Transactions entered by the Company with Related party/Parties as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review are furnished in Annexure II and forms partof this report. During the year under review there were no related party transactionswhich material in nature were.

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.

15. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014.

The details of employee(s) in receipt of remuneration exceeding the limits specifiedunder Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 are annexed in Annexure III.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed ofduring the year 2019_2020

No of complaints received: Nil
No of complaints disposed of: Nil

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any.

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2020 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts for the year ended 31st March 2019 on a‘going concern' basis.

e. They have laid down Internal Financial Controls which are adequate and areoperating effectively.

f. They have devised proper systems to ensure compliance with the provisions of allapplicable law sand that such systems were adequate and operating effectively.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.

The Company has not made any investments during the year under review. The details ofloans advance and guarantees given pursuant to Section 186 of the Companies Act 2013have been provided in Annexure IV.

19. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.

National Company Law Tribunal in its order date 26th June 2018 vide orderNo. MA 349/2018 in CP. NO. (IB) 716 (MB)/ 2017 approved the Resolution Planpresented by Mr. Sudhir Goenka.

Mr. Sudhir Goenka the Resolution Applicant in the Resolution Plan as stated in the IBC2016 is to provide for the efficient rescue and recovery of financially distressedcompanies in a manner that balances the rights and interests of all relevant stakeholders.The Resolution Plan submitted to Bombay Stock Exchange and other regulatory authorities onPage No. 20 Point 2(d) reads as follows:

"The Corporate Debtor as on date is a loss_making entity and therefore upon thisResolution Plan becoming effective the entire shareholding of the Corporate Debtorincluding the non-related entities shall be reorganized by writing off the accumulatedlosses of the Corporate Debtor against the entire share capital of the Corporate Debtor.The entire equity of all shareholders including that of the Resolution Applicants relatedparties shall be written off and as such all the existing shareholders shall lose all theeconomic benefits derived from the Corporate Debtor. "

Further the Post Reduction Share Capital as stated in the Resolution Plan Page No. 21& 22 point 2(h) reads as follows:

The Resolution Applicant upon the approval of the Resolution Plan shall infuse anamount of Rs.20000000/- (Rupees Two Crore Only) as equity capital. Accordingly theResolution Applicant shall be allotted 2000000 equity shares of Rs.10/- each.

These equity shares issued to Resolution Applicant shall be listed at BSE Ltd. TheResolution Applicant shall be exempt from the operation of SEBI ICDR Regulations 2009Takeover Regulations 2011 as well Companies Act 2013 for issue of these shares. Furtherthe Resolution Applicant shall be granted a time of 2 years to meet the minimum publicholding criteria of 25% in listed company.

Since the Resolution Plan is approved by NCLT the Company Ellora Papers Mills Limitedwas restructured and the entire equity capital was written off and Fresh 2000000 shareswere allotted to Mr. Sudhir Goenka

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE

TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS)RULES 2014:

The Company has an adequate Internal Financial Control system commensurate with thesize of its business operations.

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureVI.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

Sr No. Name of Director Designation Role
1. Shri. Pramod Kumar Shah Independent Director Chairman
2. Shri. Yogesh Katkamwar Independent Director Member
3. Shri. Sudhir Goenka Director Member

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of company employees and theCompany.

27. CORPORATE GOVERNANCE

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stake holder's value. Reports on Corporate Governance formspart of this report as Annexure VII.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis report depict the purview of the managementrelating to the segment in which business operates and future scope of business of theCompany. It also mentions the belief of the management in adopting sound practices ofbusiness with emerging trends in the Realty Sector. The Management Discussion and Analysisreport forms part of this report as Annexure VIII.

29. CEO AND CFO CERTIFICATION:

The Company has not designated a Chief Executive Officer. Mr. Sudhir Goenka ManagingDirector and Chief Financial Officer has provided a certification which forms part ofthis report as Annexure IX.

30. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co_operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business. Your directors are grateful towardsall members for supporting and sustaining us during the intricate days. We look forward toyour continued support and reiterate that we are determined to ensure that the plans aresuccessfully implemented.

By order of the Board For Ellora Paper Mills Limited

Sd/- Sd/_
Sudhir Goenka Kusum Goenka
Director Director
Date: 03.09.2020
Place: Mumbai

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