Your Directors are pleased to present the 42nd Annual Report on the affairsof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
Your Company's performance during the year is summarized below:
| ||5V in Lacs |
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March |
| || ||2016 |
|Sales and other income ||9973.81 ||8826.92 |
|Profit/ (loss) before Depreciation ||102.23 ||132.04 |
|Depreciation ||66.52 ||90.50 |
|Net Profit/ loss for the year ||35.71 ||41.55 |
|Prior Period Items ||8.47 ||46.19 |
|Net Profit /(loss) before tax ||27.24 ||(4.64) |
|Deferred Tax (Income)/ Expenses ||(573.69) ||94.27 |
|Exceptional Item ||2090.90 ||- |
|Profit after Tax ||(1489.98) ||(98.89) |
The performance of the company has been satisfactory despite various economic andindustry challenges. Despite challenges like erratic demand due to demonetization andcompetitive market scenario your company has been able to put forth a satisfactoryperformance .During the year various measures were undertaken by your company to enhanceproduct efficiency and reduce cost. To mitigate the risk of increase in prices of rawmaterial your company went ahead to keep sufficient stock of raw material .Your Directorsbelieve that these initiatives will be beneficial for the company in long run.
Your company has developed higher GSM core boards and Thermal paper. Demand for thermalpaper is growing constantly.
Your Company has achieved turnover and other income of Rs________ lakh as compared tothe previous year Rs 8826.92 lakh. Company has posted a Net Profit before adjustment ofdeferred tax (income)/ expenses and exceptional item of Rs. 27.24 lacs (Previous year Rs(4.64) lacs).
Your Company has posted Profit/(Loss) after Deferred tax(Income)/Expenses andExceptional Item of Rs. (1489.98) Lacs (Previous Year Rs. (98.89) Lacs. The Loss posted inthis financial year of Rs. (1498.98) Lacs is mainly due to restatement of ARC TrustLiability.
Your Company has crystallized dues of ARC Trust on March 18th 2016 at Rs3750 Lakh. Your Company expects to raise money to repay dues of ARC trust by sale ofsurplus land loan from Associate companies and internal accruals.
Your company has repaid Rs 50.25 lakh to financial institutions during the financialyear.
The Company does not have subsidiary Company.
The Company has not accepted deposit from the public during the financial year underthe review within the meaning of Section 73 of the Companies Act 2013 read withcompanies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form No MGT-9 shall form part of the Boards Reportin Annexure-I.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 Companies Act 2013 and rules made thereunder isenclosed as Annexure-II.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is attached in the report of Corporate Governance.
NUMBER OF MEETING HELD DURING THE YEAR
The details of all the meetings of Board of Directors and the Committees which hastaken place during the year and their details along with their attendance is given inAnnexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of the financial condition and results ofconsolidated operations of the Company under review is annexed and forms an integral partof the Directors' Report is given in
ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO: Information in accordance with the provisions of Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are setout below:
(A) Conservation of Energy and Foreign Exchange Earnings and Outgo
Your Company is continuously taking initiatives to ensure the optimum utilization ofenergy available in day to day operations at its plant and factory premises. Your Companyuses energy efficient lighting devices light fittings to save energy capacitor bank /devices to maintain power factor and plant & equipment which are environment friendlyand power efficient.
(B) Technology Absorption
Company has carried out R & D work of high strength core board and thermal paperand Energy Conservation.
Company is benefited in High Realization Reduction in Energy Cost and Increase in theefficiency of the machines as a result of above R & D.
Expenditure on R & D has been shown under the respective heads of expenditure inthe statement of profit and loss as no separate account is maintained.
(C) Foreign Exchange Earnings and Outgo
There is no expenditure related to foreign currency during the financial year2016-17.The rupee equivalent of that amount is given hereunder:
|Particulars ||4U In Lacs |
|Total Expenditure ||Nil |
|Total Earnings ||Nil |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under Mr. S.S.Agarwal (DIN: 00119681) Director of the Company shall retire byrotation at this Annual General Meeting and being eligible offer himself forre-appointment for which necessary resolution has been incorporated in the notice of themeeting. The Board of Directors recommends the re-appointment of Mr. S.S.Agarwal as aDirector of the Company.
The Company has received declarations from all the Independent Directors of the Companyin terms of Section 149(7) of the Act confirming that they meet criteria if independenceas prescribed under section 149(6) of the Act and Regulation 25 of SEBI ListingRegulations 2015.
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March 31 2017 theapplicable Accounting
Standards have been followed and there are no material departures from the same; b. TheDirectors have selected such Accounting Policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the State of affairs of the Company as at March 31 2017 and of the Profit of theCompany for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the annual accounts of the Company on a `going concern'basis;
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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration as required Under Section 197(2) of theCompanies Act 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part Directors Report is given in Annexure-IV.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
Your Company has laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors and timelypreparation of financial statements. The audit committee evaluates the internal financialcontrol system periodically.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company has a Whistle Blower Policy / Vigil Mechanism Policy in place to reportto the management instances of unethical behavior actual or suspected fraud or violationof the Company's code of conduct of the Company as per the provisions of Section 177 (9)and (10) of Companies Act 2013. The Vigil Mechanism Policy report has been uploaded onthe Website of the Company
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 During the year the company has adopted a policy forprevention of Sexual Harassment of Women a workplace and has not received any complaint ofharassment. The detailed policy forms has been uploaded on the Website of the Company
RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.
The Company being basically into the Paper business. Apart from paper business theCompany is not engaged in any other business/activities. Company is the member of BSEplatforms where its shares are listed.
The Company has received letter from M/s. Gautam N. Associates Chartered Accountantsto the effect that their ratification of appointment if made would be within theprescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013.
The board has appointed M/s Girish Bhandare & Associates Practicing CompanySecretary to conduct Secretarial Audit for the Financial Year 2016-17. The SecretarialAudit Report in annexed herewith in Annexure-V.
The notes referred to by the Auditors in their report are self-explanatory and do notcall for further explanation.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/ transactions entered by theCompany during the financial year with related parties are in the ordinary course ofbusiness and on an arm's length basis only. During the year under review the Company hasnot entered into any contact/ arrangement/ transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or investments during the year underSection 186 (4) of Companies Act 2013.
All the properties and the insurable interest of the Company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
Company's industrial relations continue to be cordial. Your directors acknowledge thesupport and cooperation from employees at all levels.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature and size of operations of your Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the Company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders bankers regulatory bodies and other businessconstituents during the year under review.
| ||For and on behalf of the Board |
|Place: Aurangabad ||Akash Kagliwal |
|Date : 31st August 2017 ||Managing Director |
| ||(DIN: 01691724) |