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Genus Paper & Boards Ltd.

BSE: 538961 Sector: Industrials
NSE: GENUSPAPER ISIN Code: INE949P01018
BSE 11:54 | 17 Jul 11.51 0.18
(1.59%)
OPEN

11.85

HIGH

11.97

LOW

11.50

NSE 11:44 | 17 Jul 11.40 0
(0.00%)
OPEN

11.80

HIGH

11.80

LOW

11.35

OPEN 11.85
PREVIOUS CLOSE 11.33
VOLUME 42180
52-Week high 16.70
52-Week low 4.95
P/E 19.84
Mkt Cap.(Rs cr) 296
Buy Price 11.52
Buy Qty 33.00
Sell Price 11.62
Sell Qty 999.00
OPEN 11.85
CLOSE 11.33
VOLUME 42180
52-Week high 16.70
52-Week low 4.95
P/E 19.84
Mkt Cap.(Rs cr) 296
Buy Price 11.52
Buy Qty 33.00
Sell Price 11.62
Sell Qty 999.00

Genus Paper & Boards Ltd. (GENUSPAPER) - Director Report

Company director report

DIRECTORS' REPORT

Dear Shareholders

Your Directors have pleasure in presenting the 6th Annual Report and AuditedFinancial Statements on the Accounts of the Company for the financial year ended 31stMarch 2017.

FINANCIAL HIGHLIGHTS

The highlights of financial statements of the company for the financial year 2016-17are given below:

(Amount in Lakh)

Particulars Current Year Previous Year
31.03.2017 31.03.2016
Net Sales / Revenue from Operations 30868.80 31580.70
Other Income 435.52 396.32
Finance Cost 591.79 627.80
Depreciation 1243.33 1174.64
Profit Before Tax 935.74 870.89
Tax Expenses
-Current Tax 211.99 296.24
-Deferred Tax 30.31 99.69
Net Profit /(Loss) for the Year 693.44 474.97
Earnings Per Share (FV Re. 1/- each)
-Basic (In Rs.) 0.27 0.18
-Diluted (In Rs.) 0.27 0.18

OPERATIONS AND BUSINESS PERFORMANCE

The Company's Net Sales / Revenue from Operations during the year under review are Rs.30868.80 lakh as compared to Rs. 31580.70 lakh in previous year.

The Profit after Tax for the year is Rs. 693.44 lakh as compared to Rs. 474.97 lakh inprevious year.

RESERVES

During the Financial year 2016-17 the Company has proposed no amount to reserves.

DIVIDEND

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 and Steel Ingot.There was no change in the nature of business during the Financial Year 2016-17.

SUBSDIARIES

During the year under report the Company has no subsidiary.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149152 and other applicable provisions if any of the CompaniesAct 2013 Shri Surya Prakash SInha (having DIN-06530766) Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment in accordance with the provisions of the said Act.

In pursuance of Sections 196 197 198 203 read with Schedule V and other applicableprovisions if any of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) thereof for the time being in force) the Board of Directors in theirmeeting held on 25th July 2017 has recommended to re-appoint Shri Kailash Chandra Agarwal(holding DIN No. 00895365) as Managing Director & CEO of the Company and Shri HimanshuAgarwal (holding DIN No. 00065185) as Whole Time Director of the Company (designated asExecutive Director) upon terms and conditions including remuneration as may be decided bythe Board.

The Nomination and Remuneration Committee of the Board in its meeting held on 25thJuly 2017 has considered and recommended the aforesaid re-appointment of Shri KailashChandra Agarwal and Shri Himanshu Agarwal to the Board for their approval.

The Board has considered that the presence of Shri Surya Prakash SInha Shri KailashChandra Agarwal and Shri Himanshu Agarwal as Directors on the Board would be immensebenefit to the Company and has decided to recommend their appointment /reappointment forthe approval of members of the Company at the ensuing general meeting of the company.

A brief resume of the Directors being appointed/ re-appointed the nature of theirexpertise in specific functional areas names of other companies in which they hold/haveheld Directorships Committee Memberships/ Chairmenships their shareholding etc. arefurnished in 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.

DEPOSITS

During the Financial Year 2016-17 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:

Statutory Auditors

At the Annual General Meeting of the Company held on 26th September 2015M/s D. Khanna & Associates Chartered Accountants Firm Jaipur (ICAI FirmRegistration No-012917N) were reappointed as the Statutory Auditors of the Company for aperiod of 5 years which is subject to annual ratification by the members of the Company interms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014. The members may ratify the appointment of M/s D. Khanna &Associates Chartered Accountants Firm Jaipur (ICAI Firm Registration No-012917N) as theStatutory Auditors of the Company for the financial year 2017-18.

The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.

Secretarial Auditors

M/s C. M. Bindal & Company Company Secretaries Jaipur a very eminent CorporateConsultant having more than 29 years experience of rending professional services toseveral eminent companies including Central PSUs and Banks were re-appointed asSecretarial Auditors of the Company to conduct the secretarial audit for the financialyear ended March 31 2017 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 C. M. Bindal & Company Company Secretaries Jaipur for the financialyear 2016-17 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.

Cost Auditors

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.

M/s M. K. Singhal & Co. Cost Accountants Modinagar (FRN-00074) who has giventheir consent vide their letter dated 04.04.2017 being eligible offer themselves for there-appointment as Cost Auditors of the Company.

In terms of Section 148 of the Companies Act 2013 and Rule 6 of the Companies (CostRecords and Audit) Rules 2014 the Board has on 25.07.2017 on the recommendation of theAudit Committee ratify the appointment of M/s M. K. Singhal & Co. Cost Accountant(FRN-00074) as the Cost Auditors to conduct the Cost Audit of the Steel Plant of theCompany for the financial year 2017-18 and to give their audit report thereon.

The Board has also approved on the recommendation of the Audit Committee of the Boardsof Directors that the remuneration of Rs. 60000/- plus traveling lodging and boardingexpenses be paid to the Cost Auditors to conduct the cost audit of Steel Plant of theCompany for the financial year 2017-18 subject to the ratification by the members at theensuing annual general meeting.

The Board recommends the appointment of M/s M. K. Singhal & Co. Cost Accountant(FRN-00074) for FY 2017-18 at a remuneration of Rs. 60000/- plus traveling lodging andboarding expenses for the ratification by the members at the ensuing annual generalmeeting.

The Cost Audit Report for the financial year 2016-17 in respect of the Kraft Paper& Steel Ingot prescribed under Cost Audit Rules 2014 is due to be filed with MCA onor before 30.09.2017 (being within 180 days from the end of reporting year).

Internal Auditors

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.16.34 lacs basedon the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertiseof the management. Additionally the Company gives preference to the local area(s) of itsoperations for CSR activities. The Company believes that the CSR should be in the field(s)which have substantial social impact and which co-relate with the philosophy of theCompany to improve the quality of life. During the F/Y 2016-17 the Company did not comeacross any project which reflected the above approach and hence the spending prescribedtowards CSR could not be made during F/Y2016-17.

The Corporate Social Responsibility Committee 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 Company's website - www.genuspaper.com.

For composition of CSR Committee 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 Committee shall identify persons of integrity whopossess relevant expertise and experience particularly in Paper Industry leadershipqualities required for the position and shall take into consideration recommendation ifany received from any member of the Board.

REMUNERATION POLICY

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 Committee 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 Committees experience and expertiseperformance of specific duties and obligation governance and compliance issuesattendance 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.

DISCLOSURES:

NUMBER OF BOARD MEETINGS

During the financial year 2016-17 the Board of Directors of the Company met 4 (Four)times on 30/05/2016 12/08/2016 14/11/2016 10/02/2017.

AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee the Composition of whichis given 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 2016-17 the Audit Committee met 4 (Four) times on30/05/2016 12/08/2016 14/11/2016 10/02/2017. All recommendations of Audit Committeewere accepted 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.

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 affirmed that the remuneration is as per the Remuneration Policy of theCompany.

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 312017 in the prescribed Form No. MGT-9 is attached herewith as Annexure-IV and forms partof this 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 Company's operation in future.

MATERIAL CHANGES AND COMMITMENTS

The Company has no loss or inadequate profits during the financial year 16-17.

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 attached 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 thecompany's 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 Committee in exceptionalcases.

During the financial year 2016-17 there were no instances of unethical behaviourfraud or violation of the company's code of conduct or ethics policy and no personnel havebeen denied access to the audit committee.

The details of establishment of such mechanism are disclosed on the website of theCompany viz. www.genuspaper.com.

INSURANCE

The properties of your Company comprising buildings plant and machinery other assetsstocks etc. were adequately insured against various risks.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the assistance andcooperation extended by company's shareholders suppliers dealers business partnersbankers and financial institutions Central and State Government and others associatedwith the Company. Your Directors also wish to place on record their deep appreciation toemployees at all levels for their hard work dedication and commitment and look forward totheir continued support.

For and on behalf of Board of Directors
For Genus Paper & Boards Limited
Place : Moradabad Himanshu Agarwal Kailash Chandra Agarwal
Date : 25th July 2017 Whole Time Director Managing Director & CEO
DIN-00065185 DIN-00895365