The Directors of your Company are pleased to present the Thirty Eighth (38th) AnnualReport on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31 st March 2022.
1. FINANCIAL RESULTS :
The Company's financial performance for the year ended March 31 2022 is summarizedbelow :
| || ||(Rs. in Lacs) |
|Particulars ||2021-22 ||2020-21 |
|Total Income ||28265.66 ||17868.82 |
|Total Expenditure ||27333.14 ||17100.87 |
|Profit before depreciation tax and prior period items. ||932.52 ||767.95 |
|Less: Depreciation Prior period items ||211.94 ||213.50 |
|Profit/ (Loss) for the year before tax ||720.58 ||554.45 |
|Less: Tax expenses (Deferred Tax) ||166.17 ||69.75 |
|Current ||18.89 ||71.28 |
|Deferred ||0.00 ||0.00 |
|MAT Credit Entitlement || || |
|Profit for the year ||535.52 ||413.42 |
|Other Comprehensive Income ||0.00 ||0.00 |
|Total comprehensive income for the year ||535.52 ||413.42 |
2. FINANCIAL PERFORMANCE OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY
The Turnover of your Company for the year was Rs. 27493.52 Lakhs as against Rs.17660.89 Lakhs in the previous year. For the year 79090.251 MT of paper was sold asagainst 70017.744 MT in the previous year. This year has been very encouraging for yourCompany continuing to report impressive top line growth. During the year your Company setout to consolidate its activities and continues its efforts to increase its presence inits areas of operations.
3. DIVIDEND & RESERVES :
In order to preserve the resources your Directors do not recommend any dividend forthe current financial year and no reserve was required to be transferred to generalreserve account.
4. SHARE CAPITAL :
The paid up Equity Share Capital as at 31st March 2022 was Rs.1078.89 lakhs. Duringthe year under review the Company did not issue any further capital.
5. DEPOSITS :
During the year under review the Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014 and as amended thereof.
6. CREDIT RATING :
GPIL retained Credit Rating of "BWR BB+(Stable)" on 04th October 2021 and"BWR BBB - /Stable" on 17th January 2022 assigned to Bank Debt from Brickworkduring the year 2021-2022.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
8. DETAILS OF HOLDING SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES :
The Company does not have any Holding Subsidiary or Joint Venture/ AssociateCompanies.
9. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual performance evaluation of its own the Board Committees and of the IndependentDirectors. Further Independent Directors at a separate meeting have evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board ofDirectors.
10. NUMBER OF MEETINGS OF THE BOARD:
During the year 6 Board Meetings 5 Audit Committee Meetings 1 Nomination andRemuneration Committee Meeting and 1 Stakeholders' Relationship Committee Meeting wereconvened and held the details of which are provided in the Corporate Governance Reportwhich forms part of this Annual Report. The intervening gap between the Meetings waswithin the permissible period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements Regulations) Regulations 2015.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
A. Changes In Directors :
The independent directors hold office for a fixed term not exceeding five years fromthe date of their appointment and are not liable to retire by rotation.
The Companies Act 2013 mandates that at least twothirds of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation.Accordingly Mr. Ramesh Kumar Chaudhary (DIN:00080136) Director of the Company being thelongest in the office amongst the directors liable to retire by rotation retire from theBoard by rotation this year and being eligible have offered his candidature forreappointment. A resolution seeking shareholders' approval for his re-appointmentforms part of the Notice.
Tenure of Mr. Sandeep Kanoria as Managing Director is going to complete on 03rdDecember 2022. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
There is no change in Directors during the FY 2021-22.
B. Key Managerial Personnel :
Pursuant to section 203 of the Companies Act 2013 Key Managerial Personnel (KMPs) areto be mandatorily appointed by every company belonging to such class or classes ofcompanies as may be prescribed in the section. Following are the persons holding office aswhole time key managerial personnel of your Company as at 31st March 2022:
4Managing Director (MD) - Mr. Sandeep Kanoria
4Chief Financial Officer (CFO)- Mr. Gautam Chaudhary
4Company Secretary (CS) - Ms. Shivi Kapoor
12. RELATED PARTY TRANSACTIONS :
The information on transactions with related parties pursuant to Section 134(3) (h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in"Annexure A" in Form No. AOC-2 and the same forms part of this report. ThePolicy on Related party Transactions as approved by the Board has been uploaded on thewebsite of the Company at www.gangapapers.in.
13. VIGIL MECHANISM/WHISTLE BLOWER POLICY :
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Task Force or to the Chairman of the Audit Committee. During the yearunder review the Company has not received any complaint under the said mechanism. Thesaid policy is available on the Company's website at www.gangapapers.in.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on Company's website atwww.gangapapers.in.
15. AUDITORS AND AUDITOR'S REPORT: 15.1 Statutory Auditors
M/s. A K Agrawal & Co. Chartered Accountants (FRN 018282C) Varanasi wereappointed as statutory auditors of the Company for a term of 5 (five) consecutiveyears from the conclusion of the Annual General Meeting the conclusion of Annual GeneralMeeting of the Company to be held in the year 2024.
The Auditors' Report for fiscal 2022 does not contain any qualification reservation oradverse Report is enclosed with the financial statements in this Annual Report.
15.2 Cost Auditors
As per Section 148 of the Act the Company is required to have the audit of itscost records conducted by a Cost Accountant. The Board of Directors of the Company has onthe recommendation of the Audit Committee approved the appointment of S M K & Co. afirm of Cost Accountants in Practice (Registration No.002055) as the Cost Auditors of theCompany to conduct cost audits for relevant products prescribed under the Companies (CostRecords and Audit) Rules 2014 for the year ending 31st March 2023. The Board onrecommendations of the Audit Committee have approved the remuneration payable to the CostAuditor subject to ratification of their remuneration by the Members at the forthcomingAGM.
M/s S M K & Co. has under Section 139(1) of the Act and the Rules framedthereunder furnished a certificate of their eligibility and consent for appointment.
The cost accounts and records of the Company are duly prepared and maintained asrequired under Section 148(1) of Act.
15.3 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board hadappointed M/s. Ragini Chokshi & Co. (Company Secretaries) to undertake theSecretarial Audit of the Company for the financial year 2021-22. The Secretarial AuditReport is annexed herewith as "Annexure B".
There is no adverse remark or qualification in the Secretarial Audit Report.
The Company has undertaken an audit for the Financial Year 2021-22 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuantto Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 as amended till date duly signed by Mr. Makarand Patwardhan partner inM/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time asprescribed by SEBI and is annexed at "An-nexure C" to this Board'sReport.
The Company has complied with the applicable Secretarial Standards during the yearissued by the Institute of Company Secretaries of India.
15.4 Internal Auditor :
Pursuant to provisions of Section 138 of the Companies Act 2013 the Board hasappointed Mr. V.S. Dwivedi as Internal
Auditor of the Company for the financial year 2021-22. To maintain his objectivity andindependence the Internal Auditor reports to the Chairman of the Audit Committee.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) :
During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by itsOfficersor Employees to the Audit Committee under section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.
17. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS
Pursuant to Listing Regulations a separate chapter titled Corporate Governance'has been included in this Annual Report along with the reports on Management Discussionand Analysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2021-22.
A declaration to this effect signed by the Managing Director of the Company iscontained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard required underRegulation 17(8) of the Listing Regulations.
Company Secretary regarding compliance of conditions of Corporate Governance formsCertificate part of this annual report.
18. ANNUAL RETURN :
As per the requirement of Section 92 of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 draft Annual Return as at 31st March 2022 isavailable on the website of the company www.gangapa-pers.in
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :
As required under Section 134(3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 the information relating to Conservation of EnergyTechnology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-Dand forms part of this Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS : materialorders passed by the Regulators / Courts which would impact the going concern statusTherearenosignificant of the Company and its future operations.
21. PARTICULARS OF EMPLOYEES :
Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under section 197(12) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in Annexure-Eto this Report.
The Company does not have any of its employees drawing remuneration attracting theprovisions of Rule 5(2) of the said rules. However the details of top 10 employees of thecompany are available at the Registered Office of the Company during working hours 21days before the Annual General Meeting. Any Member interested in obtaining a copy of thesame may write to the Company Secretary.
22. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 FORMAINTENANCE OF COST RECORD BY THE COMPANY:
Since the turnover of the company for the financial year 2021-22 exceeded Rs.100Crores the company has maintained proper cost records as specified by the CentralGovernment under sub-section (1) of section
2013 read with Companies (cost records and audit) Rules 2014 and as amended thereof.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no complaint / case has been filed/pending withthe Company pursuant to provisions of Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013.
24. DIRECTORS' RESPONSIBILITY STATEMENT : -
The Directors confirm that : - a) in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the fnancial year and of the profits of the company for that period; c) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in ac cordance with the provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; d)the Directors have prepared the annual accounts on a going concern basis; e) the Directorshave laid down internal financialcontrols to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
25. INTERNAL FINANCIAL CONTROLS : the essential components of various criticalTheCompanyhasdocumented itsinternal financial processes physical and operational. Thisincludes its design implementation and maintenance along with periodical internal reviewof operational effectiveness and sustenance which are commensurate with the nature of itsbusiness and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable .financialinformation
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No such material changes occurred affecting the financial position of the Companysubsequent to the close of the financial year of the Company to which the balance sheetrelates.
28. CORPORATE SOCIAL RESPONSIBILITY :
Disclosures with respect to the Corporate Social Responsibility as required undersection 135 of the Companies Act 2013 read with The Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure-F to this Report. ThisPolicy is available on the Company's website at www.gangapapers.in
29. ACKNOWLEDGEMENT :
The Board acknowledges the understanding and support shown by its lending financialinstitutions banks distributors customers suppliers employees and other businessassociates. Your Companyoperatedefficientlydue to a culture of professionalism integrityand continuous improvement leading to sustainable and profitable growth.
|Place: Pune ||For and on behalf of the Board of Directors |
|Date: 09thAugust2022 ||Ganga Papers India Limited |
| ||Ramesh Kumar Chaudhary |
| ||(Chairman & Director) |
| ||DIN: 00080136 |