TO THE MEMBERS OF GANGA PAPERS INDIA LIMITED
The Directors take pleasure in presenting the Thirty Third (33rd) AnnualReport together with the Audited Financial Statements of your Company for the year endedMarch 31 2017.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31 2017 issummarized below:
| || ||(Rs. in Lacs) |
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||8128.76 ||7434.15 |
|Total Expenditure ||8000.00 ||7318.67 |
|Profit before depreciation tax and prior period items ||214.10 ||181.71 |
|Less: Depreciation ||85.33 ||66.24 |
|Less: Prior period items ||0.00 ||0.00 |
|Profit/ (Loss) for the year before tax ||128.75 ||115.47 |
|Tax expenses ||(45.40) ||9.54 |
|Profit/ (Loss) after tax ||174.15 ||105.93 |
2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY
This year has been very encouraging for your Company continuing to report impressivetopline growth. The operations of your Company are improving day by day and the managementis very aggressively striving to achieve the full production capacity. The management istaking all necessary steps including various modifications in the plant to ensure the fulland efficient running of the plant. Your Company is also in the process of setting up anew paper machinery for making krapt paper which will be operational during FY 2018-19.
The Turnover of your Company for the year was Rs. 8115.20 as against Rs. 7420.44 Lacsin the previous year. During the year your Company set out to consolidate its activitiesand continues its efforts to increase its presence in its 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 March 31 2017 was Rs.1078.89 lacs. During theyear under review the Company did not issue any further capital.
5. FIXED DEPOSIT:
The Company has not accepted any fixed deposits during the financial year under review.
6. 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.
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder
Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionwhich forms part of the Annual Report.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint Venture/ Associate Companies.
9. DIRECTOR RETIRING BY ROTATION:
Mr. Ramesh Kumar Chaudhary (DIN 00080136) Director of the Company retires by rotationand being eligible has offered himself for reappointment.
10. BOARD DIVERSITY:
Board ensures that a transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has an appropriate blend of functional and industry expertise.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures 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.
12. NUMBER OF MEETINGS OF THE BOARD:
A calendar of Meetings of the Board of Directors of your Company is prepared andcirculated in advance to the Directors.
During the year under report ten (10) Board Meetings and four (4) Audit CommitteeMeetings were convened and held the details of which are provided in the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between twoBoard Meetings was within the period prescribed under the Companies Act 2013.
The various Committees as required by the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015have been constituted amongstmembers of the Board. The present composition of the various committees are as under:
|Name of the Committee ||Chairman ||Members |
|1. Audit Committee ||Mr. Sanjeev Murarilal Jalan ||Mr. Amit Chaudhary |
| || ||Ms. Sharwan Kumar Kanodia |
|2. Stakeholders Relationship Committee ||Mr. Amit Chaudhary ||Mr. Sharwan Kumar Kanodia |
|3. Nomination and Remuneration Committee ||Mr. Sanjeev Murarilal Jalan ||Mr. Amit Chaudhary |
| || ||Mr. Sharwan Kumar Kanodia |
14. KEY MANAGERIAL PERSON (KMPS):
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 31 2017:
Chief Financial Officer (CFO) *Mr.Guatam Chaudhary
(*Appointed as Chief Financial Officer with effect from May 30 2014)
Company Secretary (CS) **Ms. Shreya Chakravarty
(**Appointed as a Company Secretary and Compliance Officer with effect from August 142015)
Managing Director (MD) - ***Mr. Sandeep Kanoria (***Appointed as MD with effect fromApril 03 2006)
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and there are no material departures from the same;
ii. 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 as at March 31 2017 and of the profitearned by the Company during the year ended on that date;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. The Directors have prepared the annual accounts of the Company on a goingconcern' basis;
v. The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
vi. The Directors had devised proper systems to ensure compliance with provisions ofall applicable laws and that such system were adequate and operating effectively.
16. 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.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud andmismanagement if any. The details of Vigil Mechanism/Whistle Blower Policy are explainedin the Corporate Governance Report and have also been posted on the website of theCompany.
18.1 Statutory Auditors
At the 31st Annual General Meeting held on June September 30 2015 M/s.Achal Srivastava & 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 (subject to ratification of the appointment by themembers at every AGM held). In terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of the auditors shall be placed for ratification at everyAnnual General Meeting. Accordingly the appointment of M/s. Achal Srivastava & Co.(Firm Registration No 013385C) Chartered Accountants as statutory auditors of theCompany is placed for ratification by the shareholders.
The Auditors' Report for fiscal 2017 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements inthis Annual Report.
18.2 Cost Auditors
The Board of Directors had on the recommendation of the Audit Committee and pursuant toSection 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit)Amendment Rules 2014 have not appointed Cost Auditor as the cost audit is not applicableto the Company for the financial year commencing on or after 1 April 2014 as the turnoverof the Company is below Rs. 100 Crores.
18.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Ragini Chokshi & Co. Practising Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure A".
18.4 Internal Audit:
Pursuant to provisions of Section 138 of the Companies Act 2013 your Companyappointed Mr. V.S. Dwivedi as Internal Auditor of the Company. To maintain hisobjectivity and independence the Internal Auditor reports to the Chairman of the AuditCommittee.
The Internal Auditor examines and evaluates the efficacy and adequacy of internalcontrol systems of your Company its compliance with accounting procedures and policies ofyour Company and its subsidiaries. The observations of the Internal Auditor in theirreport are discussed by the management of your Company on basis whereof corrective actionis taken. Significant observations and corrective actions taken for the same are discussedby the Audit Committee of the Board.
19. CORPORATE GOVERNANCE:
Your Company is committed to maintain highest standards of Corporate Governance. Therequirements set out by the Securities and Exchange Board of India's Corporate Governancepractices are adhered to by the management of your Company. The Report on CorporateGovernance as per the clauses of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms part of the Annual Report. The requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms part of this Annual Report.
20. EXTRACT OF ANNUAL RETURN :
The extract of Annual Return as provided under Sub-section (3) of Section 92 of theCompanies Act 2013 is annexed as "Annexure B".
21. RISK MANAGEMENT
The Company has a Risk Management framework to identify evaluate business risks andopportunities. This framework seeks to minimize adverse impact on the business objectivesand enhance the Company's competitive advantage. The risk framework defines the riskmanagement approach across the enterprise at various levels. To strengthen the riskmanagement framework company has formed segment level risk committees to identifyanalyze and mitigate the potential risks.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureC".
23. 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.
24. 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.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 of the Rules issued thereunder theInternal Committee constituted under the said Act has confirmed that no complaint / casehas been filed / pending with the Company during the year.
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.
|Place: Pune ||For and on behalf of Ganga Papers India Limited |
|Date: August 31 2017 || |
| ||Ramesh Kumar Chaudhary |
| ||(Chairman & Director) |
| ||DIN: 00080136 |