Your Directors have pleasure in presenting the 7th Annual Report and Audited FinancialStatements on the Accounts of the Company for the financial year ended 31st March 2018.
The highlights of financial statements of the Company for the financial year 2017-18are given below:
|Particulars ||Current Year 31st March 2018 ||Previous Year 31st March 2017 |
|Net Sales / Revenue from Operations ||35021.32 ||32524.26 |
|Other Income ||83.71 ||187.60 |
|Finance Cost ||607.68 ||591.79 |
|Depreciation ||1292.21 ||1240.47 |
|Profit Before Tax ||225494 ||946.39 |
|Tax Expenses || || |
|-Current Tax ||78925 ||21199 |
|-Deferred Tax ||-28.29 ||30.32 |
|Net Profit /(Loss) for the Year ||149398 ||704.08 |
|Other Comprehensive Income || || |
|Items that will not be reclassified to profit or loss ||32.82 ||325.28 |
|Total Comprehensive Income ||1526.80 ||1029.36 |
|Earnings Per Share (FV Re. 1/- each) || || |
|-Basic (In ') ||0.58 ||0.27 |
|-Diluted (In ') ||0.58 ||0.27 |
OPERATIONS AND BUSINESS PERFORMANCE
The Company's Net Sales / Revenue from Operations during the year under review are '35021.32 Lakh as compared to ' 32524.26 Lakh in previous year.
The Profit after Tax for the year is ' 149398 Lakh as compared to '704.08 Lakh in previous year.
During the Financial year 2017-18 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 and Steel Ingot.There was no change in the nature of business during the Financial Year 2017-18.
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.Himanshu Agarwal (having DIN- 00065185) Director of the Company will retireby rotation at the ensuing Annual General Meeting and being eligible offer himself forreappointment in accordance with the provisions of the said Act.
Pursuant to Section 149(1) and 161(1) of the Companies Act 2013 the Board ofDirectors of the Company had on 10th January 2018 appointed Mr. YashTodi (DIN-07301904)as an Additional Director in the category of Non-Executive Director as recommended by theNomination and Remuneration Committee of the Company in their meeting held on 08thJanuary 2018. The Board of Directors in their meeting held on 31st July 2018 hasrecommended regularising Mr. Yash Todi as Non-Executive Director within the meaning ofSection 149 and 152 of the Companies Act 2013.
The Board has considered that the presence of Mr. Himanshu Agarwal and Mr. YashTodiasDirectors on the Board would be immense benefit to the Company and has decided torecommend their appointment /reappointment for the approval of members of the Company atthe 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/ Chairmanships 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.
During the Financial Year 2017-18 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 members may ratify the appointment of M/s D. Khanna & Associates CharteredAccountants Firm Jaipur (ICAI Firm Registration No-012917N) as the Statutory Auditors ofthe Company for the financial year 2018-19
The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.
M/s C. M. Bindal & Company Company Secretaries Jaipur a very eminent CorporateConsultant having more than 30 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 31st March 2018 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 201718 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.
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 16.04.2018 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 31.07.2018 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 2018-19 and to give their audit report thereon.
The Board has also approved on the recommendation of the Audit Committee of the Boardof Directors that the remuneration of ' 60000/- plus traveling lodging andboarding expenses be paid to the Cost Auditors to conduct the cost audit of Steel Plant ofthe Company for the financial year 2018-19 subject to the ratification by the members atthe ensuing annual general meeting.
The Cost Audit Report for the financial year 2017-18 in respect of the Steel Ingotprescribed under Cost Audit Rules 2014 is due to be filed with MCA on or before30.09.2018 (being within 180 days from the end of reporting year).
Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 the Company has reappointed 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 ' 500 Crores or more orturnover of Rs1000 Crores or more or net profit of ' 5 Crores or more during anyfinancial year have to spend at least 2% of the average net profit of the Company madeduring the three immediately preceding financial years.
Accordingly the Company has to do a CSR Activity for an amount of ' 951 Lakhbased on 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 FY 2017-18 the Company did not comeacross any project which reflected the above approach and hence the spending prescribedtowards CSR could not be made during FY 2017-18.
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 organisation 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.
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.
NUMBER OF BOARD MEETINGS
During the financial year 2017-18 the Board of Directors of the Company met 9 (Nine)times on 26/05/2017 29/06/2017 10/07/2017 25/07/2017 27/09/2017 29/11 /2017 10/01/2018 30/01/ 2018 17/03/2018.
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 2017-18 the Audit Committee met 6 (Six) times on 26/05/201725/07/2017 27/09/2017 29/11/ 2017 30/01/ 2018 17/03/2018. All recommendations of AuditCommittee were 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 31stMarch 2018 in the prescribed Form No. MGT-9 is attached herewith as Annexure-IV and formspart of 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 taken on lease a Kraft paper manufacturing facility for 5 Years witheffect from 22nd January 2018. The facility is located at Kashipur Uttarakhand and hasmanufacturing capacity of 75000 metric tonnes per annum (MTPA).It is an operational plantand the leasing would help to start production on immediate basis and cater to the demandof existing clients of Genus Paper & Boards Limited. The Company is in process ofexpanding the existing capacity at Moradabad by 50000 MTPA via debottlenecking.
The Company has entered into two non-binding Memorandums of Understanding (MOU) asfollows:
(a) A non-binding MOU with the Government of Maharashtra (GOM) to invest ' 1050Croresfor setting up of Kraft Paper manufacturing plant; and
(b) A non-binding MOU with the Government of Uttar Pradesh to invest ' 600Croresfor expansion of current manufacturing facility.
We further inform you that the Company will incur the investing amount within a periodof 5 years from the date of application to the Directorate of Industries / relevantauthorities after completion of all effective steps.
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 victimisation 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 2017-18 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.
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 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 |
| ||Himanshu Agarwal ||Kailash Chandra Agarwal |
| ||Whole Time Director ||Managing Director & CEO |
|Place : Moradabad ||DIN-00065185 ||DIN-00895365 |
|Date : 31stJuly 2018 || || |