Your Directors have pleasure in presenting Twenty Seventh Annual Report on the businessand operations of your Company and Audited Financial Statement for the year ended 31stMarch 2018.
FINANCIAL RESULTS :
| || |
(Rs. in lacs)
| ||2017-18 ||2016-17 |
|Revenue from operations (Net) ||4173.61 ||3467.93 |
|Other Income ||1597.82 ||386.67 |
|Total Revenue ||5771.43 ||3854.60 |
|Less: Expenses || || |
|Cost of material consumed ||3052.63 ||2595.27 |
|Changes in Inventories of finished Goods & Work in Progress ||9.88 ||16.05 |
|Manufacturing Expenses ||598.27 ||612.96 |
|Employee Benefit Cost ||119.20 ||91.69 |
|Finance cost ||12.25 ||40.76 |
|Depreciation and amortisation Expenses ||85.87 ||90.63 |
|Other Expenses ||252.03 ||219.96 |
|Total Expenses ||4130.13 ||3667.32 |
|Exceptional Items ||1574.80 ||- |
|Net Profit ||66.50 ||187.28 |
During the year under review Paper Division was operational throughout the year andproduced 16094.32 M.T.of Kraft Paper and achieved sales of Rs. 4173.61 Lacs as Compared to15238.48 M.T. and Rs. 3467.94 Lacs of the previous year. The net profit was Rs. 66.50 Lacsas against Rs. 187.28 Lacs of the previous year.
During the year under the review Shareholders of the company have passed specialresolution through Postal ballot for sale of assets of power division of the companyaccordingly company has sold out major portion of Machineries of power division.
The streamlined operations of Paper Division will continue to give good results duringthe current year too.
In view of the small profit and carried forward losses of the Company it is notpossible for your Directors to recommend any dividend.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelates on the date of this report.
As on 31st March 2018 Company has no fixed deposits.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
Related Party Transactions (RPT) excluding the material related party transaction thatwere entered into during the financial year were on an arm's length basis and in theordinary course of business.
Material related party transaction which were entered during the period are relating tothe contract which had been approved by the shareholders of the company at the AnnualGeneral Meeting held on 19th Sept 2016.
During the year company has not entered into any material contract/arrangement whichrequired prior approval of Board or shareholders of the company hence report in the formAOC 2 under the sub-section 2 of section 188 of the Company's act 2013 is not provided inthis Board Report.
The policy on dealing with RPT as approved by the Board is uploaded on the Company'swebsite (http://www.kaypowerandpaper.com) The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties. This Policy specifically deals with the review and approvalof RPT keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All RPT are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for RPT that are of repetitivenature and / or entered in the ordinary course of business and are at arm's length. AllRPT are subjected to independent review by a statutory auditor to establish compliancewith the requirements of RPT under the Companies Act 2013 and Regulation 23 of theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.
Your Directors draw your attention to Note No. 33 to the financial statements whichsets out related party transaction.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
Mrs. Deepa Agarwal director of the company retires by rotation in ensuing generalmeeting and being eligible offers herself for re-appointment at the ensuing Annual GeneralMeeting. The necessary resolution is being put in the Notice of the ensuing Annual GeneralMeeting for the consideration of the Members.
Pursuant to provisions of the Companies Act 2013 and SEBI Regulations mandates that theBoard shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
The evaluation process has been explained in the Corporate governance report section inthis Annual Report. The Board approved the evaluation results as collate by the nominationand remuneration committee.
None of the independent directors are due for re-appointment.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Company had 5 (Five) Board meetings during the financial year under review. TheDetails thereof are given in the corporate Governance Report. The intervening gap betweenthe meeting was within the period prescribed under the companies Act 2013
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of 31st March 2018 and of the profit andloss of the company for that period;
(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
(d) We have prepared the annual accounts on a going concern basis; and
(e) The accounts for the Financial Year ended on 31st March 2018 have been prepared inaccordance with the Companies(Indian Accounting Standards) Rules 2015 (Ind As) prescribedunder Section 133 of the Companies Act 2013 and under recognized accounting practices andpolicies to the extent applicable. Beginning April 1 2017 the company has for the firsttime adopted Ind AS with a transition date of April 1 2016.
(f) We have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(g) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
At the Annual General Meeting held on 18th September 2017 M/s. A. C. Doshi & Co.(M. No. 103730) Chartered Accountant Satara were appointed as statutory auditors of thecompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2022. In the terms of the first proviso to section 139 of the companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. A. C. Doshi & Co. (M. No.103730) Chartered Accountant Satara as statutory auditors of the company is placed forratification by the shareholders.
The Company has received letter from him to the effect that their re-appointment ifmade would be within the prescribed limits under Section 141(3) (g) of the Companies Act2013 and that they are not disqualified for reappointment. Their appointment needs to beconfirmed and their remuneration is to be fixed.
The observations of the Auditors report read with the relevant notes thereon areself-explanatory and therefore do not call for any further comments under Section 134 ofthe Companies Act 2013.
M/s. Neha Doshi & Co. Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2017-18 as required under Section204 of the Companies Act 2013 and Rules there under. The secretarial audit report for FY2017-18 forms part of the Annual Report as Annexure I to the Board's report.
SECRETARIAL AUDITOR'S REPORT :
The observations of the Secretarial Audit report are self-explanatory and therefore donot call for any further comments under Section 134 of the Companies Act 2013.
Pursuant to regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirement)LODR regulations 2015 report on Corporate Governance along with Auditor's certificate onits compliance is attached as Annexure II to this report.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureIII and is attached to this Report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future
As per the companies (Cost Records and Audit) Amendment Rules 2014 the company isexempted for cost audit from the financial year 2015-16. Hence company has not appointedcost auditor for the financial year 2018-19.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 the relevant informationpertaining to Energy Conservation Technology Absorption Foreign Exchange Earnings andOutgo are enclosed as Annexure IV to the Board's report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure V to the Board's report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
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 forms part of this report.
LISTING OF EQUITY SHARES:
The Equity Shares of your Company are listed on BSE Ltd.where the same are tradedregularly and confirm that company has paid the listing fees for the financial year2018-19.
The Company has formulated a Whistle Blower Policy (the Policy) in compliance with theCompanies Act 2013 and Listing agreement to enable employees customers agents dealerssuppliers and other vendors that conduct business with Kay Power and Paper Limited toraise concerns and complaints about fraudulent practices.
Under the Policy the concerns/ complaints pertaining to General Managers and Mangersshould be raised before the Chairman of Audit Committee and concerns against otherEmployees should be addressed to the Vigilance officer and confirm that no personnel hasbeen denied access to the audit committee.
The Company has designated the Manager Mr. Arvind Patil as the Vigilance officer andhas created the following email accounts for facilitating the raising of such concerns.
Chairman of Audit Committeefirstname.lastname@example.org
Vigilance officer - email@example.com
The Company aims to propagate a culture for maintaining highest standard of conduct andprofessionalism and therefore this Policy is implemented in furtherance of the Code ofConduct of the Company.
The details of establishment of such mechanism have also been disclosed on companywebsite on following link - http:// www.kaypowerandpaper.com/download/Annoncement-KPPL.pdf
COMMITTEES OF THE BOARD
Currently the Board has Four committees: the audit committee nomination andremuneration committee stakeholder's relationship committee and risk Managementcommittee.The role and responsibilities and composition of the aforesaid committees arementioned in the corporate governance report section in this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A comprehensive Management discussion and analysis Report is appended as Annexure VIforming a part of the Corporate Governance is part of this Annual Report
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during F.Y. 2017-18.
Your Directors appreciate valuable contribution of employees at all levels. YourDirectors place on record their gratitude for the co-operation received from IndianRenewable Energy Development Agency Ltd Maharashtra State Electricity DistributionCompany Ltd. IDBI Bank Ltd. HDFC Bank Ltd Suppliers Customers and Shareholders of theCompany and look forward to their continuous support in coming years.
|For and on behalf of the Board of Directors |
| ||Niraj Chandra |
|Date : 14th August 2018 ||Chairman and |
|Place : Satara ||Managing Director |
| ||DIN : 00452637 |
ANNEXURE IV : Particulars required to be disclosed under Sub-section (3)(m) ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014and forming part of the Directors' report for the year ended 31st March 2018.
A) Conservation of Energy: - the company has adopted all necessary steps toconserve the energy like the following:
1. Electric motors are the main source where we can save power adequately. Beforeinstallation of electric motor the power load equipment's and HP is calculated exactlyand then particular motor is being installed.
2. Company has replaced the low efficiency pumps with high efficiency pumps.
3. Cooling/heating is regulated. It is being operated on need basis.
4. Insulation is being done for piping and where it is necessary
5. Practice adapted to switch off the equipment's which are not in use.
6. By reducing of excessive heating and cooling.
7. Installation of efficient shower head.
8. Measuring and monitoring of electric consumption.
9. Regulating of voltages.
10. Precautions have been taken while starting up and stopping down the high-pressurepumps and electric motors so as to avoid shooting up of contract demand.
11. The series of capacitors have been installed to maintain to power factor.
12. Installation of VFD(Variable Frequency drive) in place of Conventional starter foroptimum utilization of electric power.
13. Company has adopted the energy saving equipment's for minimum consumption ofelectricity. 14. Halogen lamps/Tubes total load 4400 watt were converted into LED of1092.5 watt.
15. H.T. busbar drop load of 12500 KW removed and replaced by new transformer plus lineload of 6003 KWH.
16. Switching off internal street lights at the time of non-working hours of thecompany.
17. The company is continuously maintaining all machines on standard level andreplacing old machinery with new one and adopting the latest technology for producing thepaper. Therefore company is getting reduction in electricity consumption.
18. Company has periodically briefed to the staff and operators about consumption ofelectricity and its benefits
B) Technology Absorption: The Company has affected the necessary measures tomanufacture Kraft paper varieties at higher yields at better quality.
|C) Foreign Exchange Earnings and Outgo: ||2017-2018 ||2016-2017 |
|Earnings || || |
|Outgo ||1 27 83287 ||74 48752 |
Annexure V - Particulars of employees
a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Remuneration paid to whole time directors -
Due to the heavy losses suffered by the Company Mr. Niraj Chandra in consultation withthe Board had offered his services as Chairman and Managing Director without payment ofany salary since 1.7.2002.
Remuneration paid to independent directors:
During the year company has not paid any remuneration to its Independent directorsexcept sitting fees for attainment of board and committee meeting of the company
Remuneration of other Key Managerial Personnel (KMP):-
|Name of the KMP ||Title ||Remuneration in fiscal 2018 ||Remuneration in fiscal 2017 ||% increase of Remuneration in 2018 as compared to 2017 ||Ratio of remuneration to MRE |
|Mr. Sagar Mohite ||Company Secretary ||668984 ||643338 ||3.98% ||7.07% |
|Mr. Ganesh Rotithor ||Chief Financial Officer ||263790 ||237110 ||11.24% ||2.79% |
1. The Median Remuneration of Employees (MRE) was "94528"and"70591" in fiscal 2018 and 2017 respectively. The Increase in MRE over thefiscal 2017 was 33.91%
2. The number of permanent employees on the rolls of the Company as of March 31 2018and March 31 2017 was 59 and 57 respectively.
List of top ten employees in terms of remuneration drawn in the Year 2017-18 as perRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016.
|Sr. No. ||Name of the Employee ||Salary in fiscal 2018 |
|1 ||Mr. Sagar S. Mohite ||668984 |
|2 ||Mr. Ashok. V. More ||500000 |
|3 ||Mr. Dayasing S. Shukla ||376200 |
|4 ||Mr. Arvind S. Patil ||297409 |
|5 ||Mr. Vasant M. Singh ||284175 |
|6 ||Mr. Rajesh Kumar Singh ||283130 |
|7 ||Mr. M.L. Nagpure ||279365 |
|8 ||Mr.Ganesh H.Rotithor ||263790 |
|9 ||Mr. Bipin. V.Sane ||210360 |
|10 ||Mr.H.D. Shinde ||209636 |
None of the employees of the Company is in receipt of remuneration in excess of limitsprescribed under Rule 5(2)(i) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016.