Your Directors have pleasure in presenting the 8th Annual Report and Audited FinancialStatements on the Accounts of the Company for the financial year ended 31st March 2019.
The highlights of financial statements of the company for the financial year 2018-19are given below:
(Amount in Lakh)
|Particulars || |
|Previous Year |
| || |
|Net Sales / Revenue from Operations ||43143.73 ||35021.32 |
|Other Income ||221.13 ||83.71 |
|Finance Cost ||904.53 ||607.68 |
|Depreciation ||1303.25 ||1292.21 |
|Profit Before Tax ||1174.76 ||2254.94 |
|Tax Expenses || || |
|-Current Tax ||422.37 ||789.25 |
|-Earlier Year Tax ||37.44 ||- |
|-Deferred Tax ||-67.97 ||-28.29 |
|Net Profit /(Loss) for the Year ||782.93 ||1493.98 |
|Other Comprehensive Income || || |
|Items that will not be reclassified to profit or loss ||-624.15 ||32.82 |
|Total Comprehensive Income ||158.78 ||1526.80 |
|Earnings Per Share (FV Re. 1/- each) || || |
|-Basic (In Rs.) ||0.30 ||0.58 |
|-Diluted (In Rs.) ||0.30 ||0.58 |
OPERATIONS AND BUSINESS PERFORMANCE
The Companys Net Sales / Revenue from Operations during the year under review areRs. 43143.73 lakh as compared to Rs. 35021.32 lakh in previous year. The Profit after Taxfor the year is Rs. 782.93 lakh as compared to Rs. 1493.98 lakh in previous year.
During the Financial year 2018-19 the Company has proposed no amount to reserves.
To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing of Kraft Paper. Since theCompany has shut down its Steel Plant hence the manufacturing of M.S. Ingot has beenclosed during the Financial Year 2018-19.
During the year under report the Company has no subsidiary.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 Mr. Ishwar Chand Agarwal (having DIN-00011152) Director of the Companywill retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment in accordance with the provisions of the said Act.
The Board has considered that the presence of Mr. Ishwar Chand Agarwal as Director onthe Board would be immense benefit to the Company and has decided to recommend theirappointment /reappointment for the approval of members of the Company at the ensuinggeneral meeting of the company.
The Company in its meeting held on 25th June 2019 had appointed Mr. Pradeep NarainTandon as an Additional Director (Non Executive Independent Director) subject to theapproval of the members of the Company in the ensuing Annual General Meeting. A briefresume of the Directors being appointed/ re-appointed the nature of their expertise inspecific functional areas names of other companies in which they hold/have heldDirectorships Commiee Memberships/ Chairmanships their shareholding etc. are furnishedin the explanatory statement to the notice of the ensuing AGM.
DECLARATION FROM INDEPENDENT DIRECTORS
As provided under Section 149 (7) of the Companies Act 2013 All Independent Directorsof the Company viz. Mr. Rameshwar Pareek Mr. Udit Agarwal Mr. Bhairon Singh Solanki Mr.Rajendra Aggarwal and Mrs. Anu Sharma have made declaration to the effect that they meetthe criteria of independence as stipulated under Section 149(6) of the Act and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors of the Company in pursuant to clause (c) of sub section (3) of Section134 of the Companies Act 2013 hereby confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 profit and loss of the company for that period;
(c) the directors had 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 had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the Financial Year 2018-19 the Company has not invited accepted or renewed anydeposits covered under Chapter V of the Companies Act 2013 and there is no outstandingamount of deposits at the end of the financial year.
AUDITORS AND AUDITORS REPORT
Details of the Auditors of the Company and their Audit Reports for the year underreport are given below:
At the Annual General Meeting of the Company held on 26th September 2015 M/s D.Khanna & Associates Chartered Accountants Firm Jaipur (ICAI Firm RegistrationNo-012917N) were reappointed as the Statutory Auditors of the Company for a period of 5years which is subject to annual ratification by the members of the Company in terms ofSection 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014. The consent of the members shall be taken for the re-appointment of M/s D. Khanna& Associates Chartered Accountants Firm Jaipur (ICAI Firm Registration No-012917N)as the Statutory Auditors of the Company for the second consecutive term for 5 (five)years. The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.
Secretarial Auditor and Secretarial Audit Report
M/s Gaurav Gupta & Associates Company Secretaries Moradabad a very eminentCorporate Consultant having more than 15 years experience of rending professional servicesto several eminent companies including Central PSUs and Banks were appointed asSecretarial Auditors of the Company to conduct the secretarial audit for the financialyear ended March 31 2019 and to give their report thereon.
Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport of M/s Gaurav Gupta & Associates Company Secretaries Moradabad for thefinancial year 2018-19 is annexed to this report as Annexure-I.
The said Secretarial Audit Report has no qualification reservation or adverse remarksand it is self explanatory. Thus there is no need to give any further explanation orcomment by the Board.
Secretarial Compliance Report
In Compliance of Regulation 24A of the Listing Requirements read with SEBI Circular No.CIR/CFD/CMD/27/2019 dated February 08 2019 the annual secretarial compliance reportissued by the practicing company secretary for the financial year ended on March 31 2019is a ached as Annexure-I.(i).
Section 148 of the Companies Act 2013 provides that such class of companies which areengaged in the production of such goods or providing such services shall maintain costrecords and shall get audit of such cost records by a Cost Accountant in practice as maybe prescribed in the Rules notified by the Central Government for the purpose.
The Cost Audit Report for the financial year 2018-19 in respect of the Steel Ingotprescribed under Cost Audit Rules 2014 is not applicable to be filed with MCA since theCompany has closed the unit of M.S. Ingot. Hence there is no requirement for the costaudit to be done of the Companys unit of Steel Ignot for the financial year 2018-19.
Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 the Company has re-appointed M/s Chaturvedi & Co. CharteredAccountants Firm as Internal Auditors of the Company to conduct the internal audit of theCompany and to give their audit report thereon in the manner as prescribed under the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of Rs.500 crores or more or turnoverof Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial yearhave to spend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years.
Accordingly the Company has to do a CSR Activity for an amount of Rs.17.64 lacs basedon the average profits of the three preceding financial years. The CSR activitiescarried/to be carried out by the Company is driven by the expertise of the management.Additionally the Company gives preference to the local area(s) of its operations for CSRactivities. The Company believes that the CSR should be in the field(s) which havesubstantial social impact and which co-relate with the philosophy of the Company toimprove the quality of life. During the FY 2018-19 the Company has come across variousproject which reflected the above approach and hence the spending prescribed towards CSRwere made during FY 2018-19.
The Corporate Social Responsibility Commiee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which is approved by the Board. This CSR policy is alsoavailable on the Companys website - www.genuspaper.com.
For composition of CSR Commiee and other details as prescribed the Annual Report onCSR activities is annexed to this report as Annexure-II.
RISK MANAGEMENT POLICY
The Company has framed a Risk Management Policy to identify and access the key businessrisk areas and a risk mitigation process. A detailed exercise is being carried out thatthe organization faces such as strategic financial credit market liquidity propertyand other risks. The Board periodically reviews the risks and suggests steps to be takento control and mitigate the same through a properly defined framework.
CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
The Independent Directors shall be of high integrity with relevant expertise andexperience so as to have as diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation Law governance and general management.
CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR / WHOLE TIME DIRECTORS
The Nomination and Remuneration Commiee shall identify persons of integrity who possessrelevant expertise and experience particularly in Paper Industry leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.
The Company follows a policy on remuneration of Directors and Senior Managementemployees details of the same are given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In accordance with the provisions of the Companies Act 2013 and Regulation 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Nominationand Remuneration Commiee has laid down the criteria for evaluation of individualDirectors the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through as structured process covering various aspects of the Boardfunctioning such as composition of Board and Commiees experience and expertiseperformance of specific duties and obligation governance and compliance issues aendance contribution at meeting etc.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors at a separately convened meeting and theperformance of the Board as a whole evaluated was reviewed. The performance of theIndependent Directors was carried out by the entire Board (Excluding the Director beingevaluated).
The Directors expressed their satisfaction with the evaluation.
NUMBER OF BOARD MEETINGS
During the financial year 2018-19 the Board of Directors of the Company met 6 (Six)times on 22/05/2018 29/06/2018 31/07/2018 04/09/2018 29/10/2018 30/01/ 2019.
The Company has a qualified and independent Audit Commiee the Composition of which isgiven below:
|Name of the Member ||Category ||Status |
|Mr. Udit Agarwal ||Independent Non Executive Director ||Chairman |
|Mr. Rameshwar Pareek ||Independent Non Executive Director ||Member |
|Mr. Bhairon Singh Solanki ||Independent Non Executive Director ||Member |
|Mr. Kailash Chandra Agarwal ||Executive Promoter Director ||Member |
During the financial year 2018-19 the Audit Commiee met 5 (Five) times on 22/05/201831/07/2018 04/09/2018 29/10/2018 30/01/ 2019. All recommendations of Audit Commiee wereaccepted by the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangement with related parties referred to in Section188 of the Companies Act 2013 in the prescribed form AOC-2 are disclosed in Annexure -IIIand forms part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees or investments referred to in Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
The Company envisions becoming the leaders in all the areas of operations. Your Companyis holding certain strategic investment generally long term in nature and the board mayevaluate further opportunities in this regard with a view to enhance value for thestakeholders of the Company.
PARTICULARS OF DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and in terms of provisions of the Section 136 (1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office of theCompany during the working hours and any member interested in obtaining such informationmay write to the Company Secretary. It is hereby afirmed that the remuneration is as perthe Remuneration Policy of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return as on March 312019 in the prescribed Form No. MGT-9 is a ached herewith as Annexure-IV and forms part ofthis report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules2014 the particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo have been given in the prescribed form in Annexure-V to thisreport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURTS OR TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern and Companys operation in future.
MATERIAL CHANGES AND COMMITMENTS
The Company has terminated the lease agreement for Kraft paper manufacturing facilitylocated at Kashipur U arakhand (taken w.e.f. 22nd January 2018). The termination iseffective from 1st December 2018.
CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE
As provided under Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed compliance report on corporate governance isgiven in a separate section and forms an integral part to this Annual Report. Therequisite certificate from Auditors of the Company confirming compliance with theconditions of Corporate Governance is a ached to the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(3) Part B Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a report on management discussion and analysisis given in a separate section and forms an integral part to this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
Your Directors further state that during the year under review there were no casesfiled pursuant to the sexual harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The company has devised a vigil mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of thecompanys code of conduct or ethics policy. This mechanism provides for adequatesafeguards against victimization of director(s) / employee(s) who avail of the mechanismand also provides for direct access to the Chairman of the Audit Commiee in exceptionalcases.
During the financial year 2018-19 there were no instances of unethical behavior fraudor violation of the companys code of conduct or ethics policy and no personnel havebeen denied access to the audit commi ee.
The details of establishment of such mechanism are disclosed on the website of theCompany viz. www.genuspaper.com.
The properties of your Company comprising buildings plant and machinery other assetsstocks etc. were adequately insured against various risks.
Your Directors wish to place on record their gratitude for the assistance andcooperation extended by companys shareholders suppliers dealers businesspartners bankers and financial institutions Central and State Government and othersassociated with the Company. Your Directors also wish to place on record their deepappreciation to employees at all levels for their hard work dedication and commitment andlook forward to their continued support.
| || ||For and on behalf of Board of Directors |
| || ||For Genus Paper & Boards Limited |
| ||Himanshu Agarwal ||Kailash Chandra Agarwal |
|Place : Moradabad ||Whole Time Director ||Managing Director & CEO |
|Date : 31st July 2019 ||DIN-00065185 ||DIN-00895365 |