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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 44th Annual Reporttogether with theReport on the Audited Standalone and Consolidated Financial Statementsfor the Financialyear ended 31st March 2019.

2. FINANCIAL RESULTS

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

(Rs. In Lakhs)

Particulars Standalone
2018-19 2017-18
Total Income 3099.96 2480.56
Total Expense 3171.82 2594.66
Profit before Extraordinary Items Exceptional Items and
(66.43) (103.74)
Tax
Extraordinary Items 0.00 0.00
Exceptional Items 0.0 0.00
Profit before Tax (66.43) (103.74)
Tax Expense (0.13) (2.45)
Net Profit for the year (66.56) (101.29)
EPS
(3.33) (5.08)
i. Basic
ii. Diluted (3.33) (5.08)

3. BUSINESS OVERVIEW

The Standalone Loss stands at Rs. 6656000/- for financial year underreview ascompared to the previous financial. The Board of Directors looks towards thefutureperformance with a positive approach.

4. DIVIDEND

Directors of the Company are unable to declare any dividend for thefinancial year underreview.

5. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011vide letter no.51/12/2007-CL-III dated February 8 2011 through which it granted aGeneral Exemption tocompanies from annexing the Directors’ Report Balance Sheet andProfit & LossAccount of subsidiaries to its Balance Sheet. The Conditions prescribedby the MCA foravailing exemption under this circular have been fulfilled by yourCompany.

The Company did not have any Subsidiary Associate Joint VentureCompany during thefinancial year under review.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company has developed and implemented any Corporate SocialResponsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 areapplicable. Asper Section 135 of the Companies Act 2013 it is mandatory for the Companyto constituteCorporate Social Responsibility (CSR) Committee of the Board of Directors ofthe Company asthe net worth of the Company during the last financial year was more thanRs. 500 croresor Turnover is more than Rs. 1000 Crores or Net Profit is more than Rs. 5Crores.

Since the Company does not fall under the criteria as mentioned abovethe Company isnot required to constitute the Corporate Social Responsibility Committee.

7. STATUTORY AUDITORS

M/s. Ashok Bairagra & Co Chartered Accountants (FRN: 118677W)("the StatutoryAuditors") was appointed as the Statutory Auditors of thecompany by the ResolutionProfessional for the period from 1st April 2018 till 31st March2019 to hold office tillthe 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 StatutoryAuditors of the Companyfor the financial year ended 31st March 2020 to hold office tillthe conclusion of 45thAnnual General Meeting of the members of the Company.

The Board of Directors of the Company recommend the appointment of theStatutoryAuditors for the period from 1st April 2019 till 31st March 2020 to hold officetill theconclusion of the 45th Annual General Meeting of the members of the Company.

8. SECRETARIAL AUDITORS

M/s. H V Gor & Co Company Secretaries have been appointed as theSecretarialAuditors of the Company u/s 204 of the Companies Act 2013 to conductSecretarial Audit ofthe matters of the Company and report thereof for the period from1st April 2018 till 31stMarch 2019.

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

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARYIN THEIR REPORTS.

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

The explanations made by the Board relating to the qualificationsreservations adverseremarks made by the Company Secretary in whole time practice in hisSecretarial AuditReport are furnished as under:

41 The Company has invited application for the designation of CompanySecretary in WholeTime employment. However the Company has failed to receive anysuitable candidature forthe same.

51 The Company has failed to do requisite submissions under provisionsof SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 within theprescribed timeframe due to genuine oversight on the part of the Company; the Companydid not intend toprejudicially affect the interest of the Stakeholders of the Company;

10. BOARD OF DIRECTORS OF THE COMPANY:

At the beginning of the financial year under review the Board ofDirectors of theCompany comprised of 7 (Seven) Directors.

The Board of Directors of the Company as on 1st April 2018 stood asfollows:

Sr Name of the Director Designation
1. Shri. Virendra Kumar Agarwal Director
2. Shri. Pramod Kumar Shah Director
3. Shri. Arun Kataruka Director
4. Shri. Sunil Goenka Director
5. Smt. Kusum Goenka Director
6. Shri. Bandhooram Prasad Director
7. Shri. Sudhir Goenka Managing Director

In pursuance to the Resolution Application approved by the Hon’bleMumbai Bench ofNational Company Law Tribunal the Board of Directors was vacated andShri. Sudhir GoenkaResolution Applicant appointed Smt. Kusum Goenka and Shri.Bandhooram Prasad asAdditional Directors of the Company in meeting convened by him on17th July 2018. Later inthe meeting Shri. Sudhir Goenka was appointed as the AdditionalDirector of the Company.

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

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

11. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfilall the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 to qualifythemselves to be appointed as Independent Directors under theprovisions of the CompaniesAct 2013 and the relevant rules.

12. BOARD MEETINGS

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

Sr N Serial No. of Meeting Date of Meeting
1. I/2018-19 17th July 2018
2. II/2018-19 18th July 2018
3. III/2018-19 14th September 2018
4. IV/2018-19 27th September 2018
5. V/2018-19 12th November 2018
6. VI/2018-19 28th February 2019
7. VII/2018-19 16th March 2019

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013.

The details of Related Party Transactions entered by the Company withRelated party/Parties as defined under the provisions of Section 2(76) of the CompaniesAct 2013 duringthe financial year under review are furnished in Annexure II andforms part of thisreport.

During the year under review there were no related party transactionswhich material innature were.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION ANDDISCHARGE OF THEIR DUTIES.

The provisions of Section 178(1) relating to constitution of Nominationand RemunerationCommittee are applicable to the Company and hence the Company has deviseda policy relatingto appointment of Directors payment of Managerial remunerationDirectors qualificationspositive attributes independence of Directors and other relatedmatters as provided underSection 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 thelimits specifiedunder Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel)Rules 2014 are annexed in Annexure-III.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) inline with therequirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition&Redressal) Act 2013 to redress complaints received regarding sexualharassment.

The following is a summary of sexual harassment complaints received anddisposed ofduring the year 2018-19

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 theCompanies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accountingstandards havebeen followed with proper explanation relating to material departures ifany;

b. They have in the selection of the accounting policies consultedthe StatutoryAuditors and have applied them consistently and made judgments and estimatesthat arereasonable and prudent so as to give a true and fair view of the state of affairsof theCompany as at 31st March 2019 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of theirknowledge and abilityfor the maintenance of adequate accounting records in accordancewith the provisions of theCompanies Act 2013 for safeguarding the assets of the Companyand for preventing anddetecting fraud and other irregularities;

d. They have prepared the annual accounts for the year ended 31st March2019 on a‘going concern’ basis;

e. They have laid down Internal Financial Controls which are adequateand are operatingeffectively;

f. They have devised proper systems to ensure compliance with theprovisions of allapplicable law sand that such systems were adequate and operatingeffectively.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 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 theCompanies Act 2013 havebeen 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 profitsof the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 isnot required.

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

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

21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO:

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 inrespect ofconservation of energy and technology absorption are not required to befurnishedconsidering the nature of activities undertaken by the Company during the yearunderreview. Further during the year under review the Company has neither earned norused anyforeign exchange.

22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY

The Company has developed & implemented Risk Management Policy.However Company hasnot come across any element of risk which may threaten the existenceof the Company.

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

• National Company Law Tribunal in its order date 26th June 2018vide order No. MA349/2018 in CP. NO. (IB) 716 (MB)/ 2017 approved the ResolutionPlan presented by Mr.Sudhir Goenka.

• Mr. Sudhir Goenka the Resolution Applicant in the ResolutionPlan as stated inthe IBC 2016 is to provide for the efficient rescue and recovery offinancially distressedcompanies in a manner that balances the rights and interests of allrelevant stakeholders.

The Resolution Plan submitted to Bombay Stock Exchange and otherregulatory authoritieson Page No. 20 Point 2(d) reads as follows:

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

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

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

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

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

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES(ACCOUNTS) RULES 2014:

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

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12of the Companies (Management and administration) Rules 2014 isfurnished in AnnexureVI.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM

The Audit Committee consists of the following members:

Sr No. Name of Director Designation Role
1. Shri. Pawan Kumar Tantia Independent Director Chairman
2. Shri. Prashant Kabra Independent Director Member
3. Shri. Sudhir Goenka Director Member

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

27. CORPORATE GOVERNANCE

Your Company is committed to adopting the best Corporate Governancepractices. Itbelieves that proper corporate governance is not just a regulatorycompliance but also afacilitator for enhancement of stakeholder’s value. Reports onCorporate Governanceforms part of this report as Annexure VII.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

29. CEO AND CFO CERTIFICATION:

The Company has not designated a Chief Executive Officer. Mr. SudhirGoenka ManagingDirector and Chief Financial Officer has provided a certification whichforms part of thisreport as Annexure IX.

30. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation forthe co-operationand support of the Company’s Bankers its valued customersemployees and all otherintermediaries concerned with the Company’s business. Yourdirectors are gratefultowards all members for supporting and sustaining us during theintricate days. We lookforward to your continued support and reiterate that we aredetermined to ensure that theplans are successfully implemented.

By order of the Board
For Ellora Paper Mills Limited
Sd/- Sd/-
Date: 16.09.2019 Sudhir Goenka Kusum Goenka
Place: Mumbai Director Director

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