You are here » Home » Companies » Company Overview » Ganga Papers India Ltd

Ganga Papers India Ltd.

BSE: 531813 Sector: Industrials
NSE: N.A. ISIN Code: INE278O01015
BSE 00:00 | 24 Feb 31.20 -0.80
(-2.50%)
OPEN

32.00

HIGH

32.00

LOW

31.20

NSE 05:30 | 01 Jan Ganga Papers India Ltd
OPEN 32.00
PREVIOUS CLOSE 32.00
VOLUME 62
52-Week high 39.40
52-Week low 18.95
P/E 13.22
Mkt Cap.(Rs cr) 34
Buy Price 31.20
Buy Qty 388.00
Sell Price 33.60
Sell Qty 15.00
OPEN 32.00
CLOSE 32.00
VOLUME 62
52-Week high 39.40
52-Week low 18.95
P/E 13.22
Mkt Cap.(Rs cr) 34
Buy Price 31.20
Buy Qty 388.00
Sell Price 33.60
Sell Qty 15.00

Ganga Papers India Ltd. (GANGAPAPERS) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Thirty Fifth (35th) Annual Report ofthe Company together with the audited financial statements for the financial year ended31st March 2019.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Rs. in Lacs)

Particulars 2018-19 2017-18
Total Income 13293.07 10234.36
Total Expenditure 12897.59 10016.98
Profit before depreciation tax and prior period items. 395.48 217.38
Less: Depreciation 193.45 64.45
Prior period items 0.00 0.00
Pro t/ (Loss) for the year before tax 202.03 152.93
Less: Tax expenses (Deferred Tax)
• Current 41.59 0.00
• Deferred 37.75 3.99
• MAT Credit Entitlement (41.59) 0.00
Profit for the year 164.28 148.94
Other Comprehensive Income 0.00 0.00
Total comprehensive income for the year 164.28 148.94

2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The Turnover of your Company for the year was Rs. 13233.67 Lakh as against Rs. 10224.56Lakh in the previous year. For the year 43404.699 MT of paper was sold as against34831.174 MT in the previous year. This year has been very encouraging for your Companycontinuing to report impressive top line growth. During the year your Company set out toconsolidate its activities and continues its efforts to increase its presence in its areasof 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 2019 was Rs.1078.89 lakh. During theyear 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 "CRISIL BB/Stable" assigned to Bank Debt fromCRISIL for the year.

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 6 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):

A. Changes In Directors:

I) Appointment/ Re-appointment of Directors:

i) The Board at its meeting held on 14th February 2019 pursuant to the recommendationof Nomination and Remuneration Committee and subject to necessary approval ofshareholders (which was obtained through postal ballot held on 6th April 2019) appointedMr. Arvind Nath Tiwari (DIN 08370977) as Non-Executive Independent Director for a periodof five years with effect from 14th February 2019.

ii) The Board taking into account the report of performance evaluation and therecommendation of Nomination and Remuneration Committee re-appointed followingindependent directors for a second consecutive term:

Sr. No. Name of Independent Director Tenure of Second Term
1. Sanjeev Murarilal Jalan (DIN-00135055) 5 years w.e.f 27th September 2019
2. Sharwan Kumar Kanodia (DIN- 01176796) 5 years w.e.f 27th September 2019
Anjani Kumar Agrawal (DIN- 06652354) 5 years w.e.f 27th September 2019

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.

The aforesaid appointments in clause (ii) above are subject to approval of shareholdersat the ensuing annual general meeting.

II. Retirement by Rotation:

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 Mrs. Sadhana Kanoria (DIN: 00084309) 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 her candidature for reappointment.

A resolution seeking shareholders' approval for her 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 March 31 2019:

• Managing Director (MD) - Mr. Sandeep Kanoria

• Chief Financial Officer (CFO) Mr. Gautam Chaudhary

• Company Secretary (CS) Ms. Preeti Gupta

Further Ms. Preeti Gupta resigned from the office of Company Secretary &Compliance Officer and Ms. Richa Bajoria joined the said office with effect from June19 2019.

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 are givenin "Annexure A" 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

At the 31st Annual General Meeting held on September 30 2015 M/s. Achal Srivastava& Co. (Firm Registration No 013385C) Chartered Accountants were appointed asstatutory auditors of the Company to hold office till the conclusion of the 36th AnnualGeneral Meeting. However M/s. Achal Srivastava & Co. tendered their resignation fromthe said office on 16.02.2019.

Therefore to fill up the casual vacancy caused due to their resignation M/s. A KAgrawal & Co. Chartered Accountants (FRN 018282C) Varanasi were appointed asStatutory Auditors for the F.Y. 2018-19 through Postal Ballot held on 06th April2019whose office shall expire on the conclusion of the ensuing Annual General Meeting.

Hence on recommendation of the Audit Committee the Board of Directors of the Companyproposes to re-appoint M/s. A K Agrawal & Co. as statutory auditors of the Company fora term of 5 (five) consecutive years from the conclusion of this Annual General Meetingtill the conclusion of the Fortieth Annual General Meeting of the Company to be held inthe year 2024 at a remuneration of Rs. 125000/- (Rupees One Lakh Twenty Five ThousandOnly) per annum. M/s. A K Agrawal & Co. have given their consent & eligibility forthe proposed re-appointment as Auditors of the Company.

The Board has recommended their reappointment for approval by the members of thecompany at the ensuing Annual General Meeting by way of ordinary resolution.

The Auditors' Report for fiscal 2019 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 March 31 2020. 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. 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 hasappointed M/s. Ragini Chokshi & Co. (Company Secretaries) to undertake theSecretarial Audit of the Company for the financial year 2018-19. The Report of theSecretarial Audit Report is annexed herewith as "Annexure B".

There is no adverse remark or qualification in the Secretarial Audit Report expect oneObservation provided regarding CIN of the Company.

As per the Corporate Identification Number the Company is recognized as PrivateLimited Company. However as per the Name of the Company it is recognized as Ganga PapersIndia Limited (Public Limited Company).

CIN - L21012MH1985PTC035575 Name GANGA PAPERS INDIA LIMITED

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 2018-19 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 Mrs. Ragini Chokshi has been submitted to the Stock Exchanges within60 days of the end of the Financial Year and is annexed at Annexure C to thisBoard'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 year2018-19. 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 2018-19. 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 2019 is annexed herewith as Annexure-D to this report. The sameis also available 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 in Annexure-Fto 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 2018-19 exeeded Rs.100 Croresthe company has maintained proper cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 read with Companies (costrecords 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; 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.

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 efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention of errors accuracy and completeness of the accounting records andthe timely preparation of reliable financial information.

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. ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Directors
Ganga Papers India Limited
Place: Pune Ramesh Kumar Chaudhary
Date: 13th August 2019 (Chairman & Director)
DIN: 00080136

Annexure A"

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under fourth provisothereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

Ganga Papers India Limited (the Company) has not entered into anycontract/arrangement/transaction with its related parties which is not in ordinary courseof business or at arm's length during FY 2019.The Company has laid down policies andprocesses/ procedures so as to ensure compliance to the subject section in the CompaniesAct 2013 (Act) and the corresponding Rules.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: NotApplicable

(e) Justification for entering into such contracts or arrangements or transactions: NotApplicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to Section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Not Applicable

(e) Date(s) of approval by the Board if any: Not Applicable

(f) Amount paid as advances if any: None

Note: All related party transactions are benchmarked for arm's length approved byAudit Committee and reviewed by Statutory Auditors. The above disclosures on materialtransactions are based on threshold of 10 percent of consolidated turnover and consideringwholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act.

Place: Pune For and on behalf of the Board of Directors
Date: 13th August 2019 Ganga Papers India Limited
Ramesh Kumar Chaudhary
(Chairman & Director)
DIN: 00080136

.