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Ganga Papers India Ltd.
|BSE: 531813||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE278O01015|
|BSE 00:00 | 09 Oct||50.50||
|NSE 05:30 | 01 Jan||Ganga Papers India Ltd|
|Mkt Cap.(Rs cr)||54|
|Mkt Cap.(Rs cr)||54.49|
Ganga Papers India Ltd. (GANGAPAPERS) - Director Report
Company director report
The Board of Directors are pleased to present the Thirty Fourth (34th) Annual Report ofthe Company together with the audited financial statements for the financial year ended31st March 2018.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY
The Turnover of your Company for the year was Rs. 10225 lacs as against Rs. 8287 Lacsin the previous year. For the year 34831 MT of paper was sold as against 30656 MT in theprevious year. This year has been very encouraging for your Company continuing to reportimpressive top line growth. During the year your Company set out to consolidate itsactivities and continues its efforts to increase its presence in its areas of operations.Higher capacity utilisation and increase in operating margin have improved operatingefficiencies of the Company. The setup of new paper machinery for Kraft paper becameoperational during the year.
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 2018 was Rs.1078.89 lacs. During theyear under review the Company did not issue any further capital.
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 "CRISIL BB/Stable" assigned to Bank Debt fromCRISIL for the year.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
No Loans Guarantees covered under the provisions of Section 186 of the Companies Act2013 are given / provided during the reporting year.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint Venture/ Associate Companies.
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 8 Board Meetings and 5 Audit Committee Meetings were convened and heldthe details of which are provided in the Corporate Governance Report which forms part ofthis Annual Report. The intervening gap between the Meetings was within the permissibleperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements Regulations) Regulations 2015.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In terms of provisions of the Companies Act 2013 and the Article of Association of theCompany Mr. Amit Chaudhary (DIN: 00080093) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theapplicable provisions of the Companies Act 2013 and applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
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 March 312018:
Managing Director (MD)- Mr. Sandeep Kanoria
Chief Financial Officer (CFO) - Mr. Gautam Chaudhary
Company Secretary (CS) -Ms. Preeti Gupta
(Appointed as a Company Secretary and Compliance Officer with effect from 14th August2017.)
*Ms. Shreya Chakravarty
(Appointed as Company Secretary and Compliance Officer with effect from 14th August2015 till 14th August 201.)
12. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business. There were no materially significant related partytransactions which were transacted by the Company with any of the Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of your Company.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval.
The Policy on Related party Transactions as approved by the Board has been uploadedon the website 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 at the Company's website at www.gangapapers.in .
14. AUDITORS AND AUDITOR'S REPORT:
14.1 Statutory Auditors
At the 31st Annual General Meeting held on June September 30 2015 M/s. AchalSrivastava & Co. (Firm Registration No 013385C) Chartered Accountants wereappointed as statutory auditors of the Company to hold office till the conclusion of the36th Annual General Meeting. They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Auditors' Report for fiscal 2018 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.
14.2 Cost Auditors
Pursuant to provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 and as amended thereof the Company has notappointed Cost Auditors for the financial year 2017- 2018 as the turnover of the Companyfor the year ended 31st March 2017 was below Rs. 100 Crores. However due to applicabilityof cost audit for the financial year 2018-19 the Company has appointed M/s. K.N. Choubayand Associates Cost Accountants (Firm Registration No.101174) as the Cost Auditors of theCompany for the financial year 2018-19 at a remuneration of Rs. 20000/- to conduct theaudit of cost records as prescribed by Central Government.
14.3 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s. Ragini Chokshi & Co. (Company Secretaries) to undertake theSecretarial Audit of the Company for the financial year 2017-18. The Report of theSecretarial Audit Report is annexed herewith as "Annexure A".
There is no adverse remark or qualification in the Secretarial Audit Report expect oneObservation provided regarding CIN of the Company.
As per the CIN as displayed in Master Data on the Ministry of Corporate Affairs (MCA)Portal the Company is recognized as Private Limited Company. However as per the Name ofthe Company it is recognized as Ganga Papers India Limited (Public Limited Company)
CIN - L21012MH1985PTC035575.
The matter is under due consideration with Registrar of Companies Pune and will beshorted out in due course of time.
The Company has complied with the applicable Secretarial Standards during the yearissued by the Institute of Company Secretaries of India.
14.4 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 year2017-18. To maintain his objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee.
15. CORPORATE GOVERNANCE:
Your Company's philosophy on Corporate Governance sets the goal of achieving thehighest level of transparency with integrity in all its dealings with its stakeholdersincluding shareholders employees lenders and others. A report on Corporate Governancealong with a Certificate from the Auditor of the Company regarding the Compliance ofConditions of Corporate Governance as stipulated under the Listing Regulations forms partof this Annual Report.
16. EXTRACT OF ANNUAL RETURN :
GANG A PAPERS )
Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 an extract of the Annual Return as at 31st March 2018 isannexed herewith as Annexure-B to this report.
17. 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-Cand forms part of this Report.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
19. PARTICULARS OF EMPLOYEES:
The Company does not have any of its employees drawing remuneration attracting theprovisions of Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
20. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 FORMAINTENANCE OF COST RECORD BY THE COMPANY:
The Company does maintain proper cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013 read with Companies (costrecords and audit) Rules 2014 and as amended thereof.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Pursuant to provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressel) Act 2013 and the rules framed thereunder the InternalCommittee constituted under the said Act has confirmed that no complaint / case has beenfiled / pending with the Company during the year.
22. DIRECTORS' RESPONSIBILITY STATEMENT: -
The Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis; and
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
GANG A PAPERS )
The Board acknowledges the understanding and support shown by its lending financialinstitutions banks distributors customers suppliers employees and other businessassociates. Your Company operated efficiently due to a culture of professionalismintegrity and continuous improvement leading to sustainable and profitable growth.
Date: 11th August 2018
For and on behalf of the Board of Directors
Ganga Papers India Limited
Ramesh Kumar Chaudhary
(Chairman & Director)