The Board of Directors are pleased to present the Thirty Fifth (36th) AnnualReport of the Company together with the audited financial statements for the financialyear ended 31st March 2020.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 312020 is summarizedbelow:
| || ||(Rs. in Lacs) |
|Particulars ||2019-20 ||2018-19 |
|Total Income ||14030.04 ||13293.07 |
|Total Expenditure ||13613.16 ||12897.59 |
|Profit before depreciation tax and prior period items. ||416.88 ||395.48 |
|Less: Depreciation ||208.76 ||193.45 |
|Prior period items || ||0.00 |
|Profit/ (Loss) for the year before tax ||208.12 ||202.03 |
|Less: Tax expenses (Deferred Tax) || || |
| Current ||0.00 ||41.59 |
| Deferred ||21.64 ||37.75 |
| MAT Credit Entitlement ||0.00 ||(41.59) |
|Profit for the year ||186.48 ||164.28 |
|Other Comprehensive Income ||0.00 ||0.00 |
|Total comprehensive income for the year ||186.48 ||164.28 |
2 . FINANCIAL PERFORMANCE OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY
The Turnover of your Company for the year was Rs. 13961.14 as against Rs. 13233.67 Lakhin the previous year. For the year 55923.468 MT of paper was sold as against 43404.699 MTin the previous year. This year has been very encouraging for your Company continuing toreport impressive top line growth. During the year your Company set out to consolidateits activities and continues its efforts to increase its presence in its areas ofoperations.
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 2020 was Rs.1078.89 lakh.During the year 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:
Credit Rating of the Company is under process due to conditions in COVID 19 howeverCompany has paid for the same and co operating on daily basis.
GPIL retained Credit Rating of "BWR BB/Stable" assigned to Bank Debt fromBrickwork for the year 2019.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
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 4 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):
A. Changes In Directors:
I) Appointment/ Re-appointment of Directors:
The Board at its meeting held on 30th July 2020 pursuant to therecommendation of Nomination and Remuneration Committee and subject to necessary approvalof shareholders appointed Mr. Ratan Kumar Singh (DIN: 07131585) as AdditionalNon-Executive Independent Director with effect from 30th July 2020 to holdoffice upto the ensuring Annual General Meeting. Shareholders may regularize Mr. RatanKumar Singh from Additional Independent Director to Independent Director.
The Company has received declaration from Mr. Ratan Kumar Singh confirming that hemeets the criteria of independence as prescribed both under the applicable provisions ofthe Companies Act 2013 and applicable regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The aforesaid regularization is subject toapproval of shareholders at the ensuing annual general meeting. II) Retirement byRotation:
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 two-thirds 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 beingthe longest in the office amongst the directors liable to retire by rotation retire fromthe Board by rotation this year and being eligible have offered his candidature forre-appointment.
A resolution seeking shareholders' approval for his re-appointment forms part of theNotice.
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 2020:
Managing Director (MD) - Mr. Sandeep Kanoria
Chief Financial Officer (CfO) - Mr. Gautam Chaudhary
Company Secretary (CS) -Ms. Shivi Kapoor
Ms. Preeti Gupta resigned from the office of Company Secretary & Compliance Officerwith effect from 19th June 2019 and Ms. Richa Bajoria was appointed as CompanySecretary & Compliance Officer with effect from 19th June 2019.
Further Ms. Richa Bajoria resigned from the office of Company Secretary &Compliance Officer with effect from 07th March 2020 and Ms. Shivi Kapoorjoined the said office with effect from 20th March 2020.
12. RELATED PARTY TRANSACTIONS:
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. The information on transactions with related parties pursuant to Section134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 aregiven in "AnnexureA" in Form No. AOC-2 and the same forms part of this report.
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 on the Company's website at www.gangapapers.in.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' 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) consecutive yearsfrom the conclusion of the Annual General Meeting held on 2019 till the conclusion ofAnnual General Meeting of the company to be held in the year 2024.
The Auditors' Report for fiscal 2020 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.
15.2 Cost Auditors
As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant. The Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of S M K & Co. a firmof 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 2021. The Boardon recommendations of the Audit Committee have approved the remuneration payable to theCost Auditor subject to ratification of their remuneration by the Members at theforthcoming AGM.
M/s S M K & Co. have 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 2019-20. The Report of theSecretarial Audit Report is annexed herewith as "Annexure B".
There is no adverse remark or qualification in the Secretarial Audit Report except oneObservation provided regarding CIN of the Company.
Ganga Papers India Limited is a listed (public limited) company. However as per theCorporate Identification Number on the website of Ministry of Corporate Affairs displaysthe status as a private limited company. The Company needs to change it status fromprivate limited company to public limited company.
Necessary actions has already been taken in this regard and the matter is under dueconsideration with Registrar of Companies Pune and will be sorted out in due course oftime.
The Company has undertaken an audit for the Financial Year 2019-20 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder.
The Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 as amended tilldate duly signed by Mr. Makarand Patwardhan partner in M/s. Ragini Chokshi & Co hasbeen submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexedat Annexure C to this Board's Report.
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 year2019-20. To maintain his objectivity and independence the Internal Auditor reports to theChairman 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 its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.
17. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS
Pursuant to Listing Regulations a separate chapter titled 'Corporate Governance' hasbeen included in this Annual Report along with the reports on Management Discussion andAnalysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2019-20. A declaration to this effect signed by the ManagingDirector and CEO of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under Regulation 17(8) of the ListingRegulations.
Certificate from a Practicing Company Secretary regarding compliance of conditions ofCorporate Governance forms part of this annual report.
18. EXTRACT OF ANNUAL RETURN :
As per the requirement of Section 92 of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnas at 31st March 2020 is annexed herewith as Annexure-D to this report. The same is alsoavailable on the website of the company www.gangapapers.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-Eand forms part of this Report.
20. 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.
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 inAnnexure-F to 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 2019-20 exceeded Rs.100Crores the company has maintained proper cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 read withCompanies (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 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;
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; and
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.
25. INTERNAL FINANCIAL CONTROLS:
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational. This includes itsdesign implementation and maintenance along with periodical internal review ofoperational 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.
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.