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Orient Press Ltd.

BSE: 526325 Sector: Industrials
NSE: ORIENTLTD ISIN Code: INE609C01024
BSE 00:00 | 19 Feb 149.00 0
(0.00%)
OPEN

143.60

HIGH

154.85

LOW

143.60

NSE 00:00 | 21 Feb 136.10 -5.20
(-3.68%)
OPEN

147.95

HIGH

147.95

LOW

135.15

OPEN 143.60
PREVIOUS CLOSE 149.00
VOLUME 405
52-Week high 445.95
52-Week low 143.60
P/E 236.51
Mkt Cap.(Rs cr) 149
Buy Price 143.60
Buy Qty 6.00
Sell Price 143.60
Sell Qty 43.00
OPEN 143.60
CLOSE 149.00
VOLUME 405
52-Week high 445.95
52-Week low 143.60
P/E 236.51
Mkt Cap.(Rs cr) 149
Buy Price 143.60
Buy Qty 6.00
Sell Price 143.60
Sell Qty 43.00

Orient Press Ltd. (ORIENTLTD) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Ninth Annual Report on theaffairs of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2017.

1. Financial Summary

(Rs. In lacs)

Particulars Year ended 31st March 2017 Year ended 31st March2016
gross Revenue 20238.66 21528.85
Profit before Finance Costs Depreciation and Tax 1573.36 1558.71
Less : Finance Cost 545.35 574.78
Less : Depreciation 616.39 588.38
Profit before Taxation 411.62 395.55
Less : Provision for Normal tax 210.00 167.67
Provision for Deferred Tax (68.87) (10.25)
Prior Period Tax (7.84) --
Profit after taxation 278.33 238.13
Add: Profit Brought forward from previous year 5237.90 5191.26
5516.23 5429.39
Less: Appropriation
Transferred to general Reserve 75.00 70.00
Proposed Dividend on Equity share -- 100.94
Tax on Dividend -- 20.55
closing Balance 5441.23 5237.90

2. Dividend

Your directors are pleased to recommend dividend of 12.50% (' 1.25/- Per Equity Sharesof Rs. 10/- each) for the Financial Year ended 31st March 2017 (Previous YearRs. 1.25 per Equity Shares of Rs. 10/- each). The dividend if approved and declared in theforthcoming Annual General Meeting would result a Dividend outflow of Rs. 100.94 Lacs anddividend distribution Tax of Rs. 20.55 Lacs aggregating of total outflow of Rs. 121.49Lacs.

3. Expansion Programme

The company has undertaken an expansion programme by establishing a new manufacturingunit at Greater Noida Uttar Pradesh for manufacture of flexible packaging materials tomeet increased demands of its North and Central India based customers at an estimated costof Rs. 14.20 crores. The installed capacity of the project will be 3000 metric tons P.A..The civil construction work going to be completed and orders for Plant & Machineriesand other equipments have been placed. The production is expected to start in the thirdquarter of current financial year 2017-2018. After completion of the expansion project theturnover and profits of the Company are expected to be increased.

4. Finance

The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd.Allahabad Bank and Kotak Mahindra Bank. The company has repaid all loan installments ontime. During the year CARE awarded "CAREBBB" rating to Bank Loans of thecompany. This indicates investment grade of the company.

5. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of companies Act 2013 Mr. Sanjay MaheshwariWhole time Director of the company retires by rotation at the ensuing Annual GeneralMeeting of the company and being eligible has offered himself for the re-appointment.The Board recommends his re-appointment on the recommendation of the Nomination &Remuneration Committee. The Chairman & Managing Director and Whole-time Directors ofthe Company were re-appointed on the recommendation of the Nomination & RemunerationCommittee by the Board of Directors in their meeting held on 17th August 2017 for aperiod of 3 years subject to the approval of Members in the general Meeting.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of thecompanies Act 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015 the ('SEBI(LODR) Regulations 2015').

As required under the provisions of SEBI (LODR) Regulations 2015 and the CompaniesAct 2013 brief profile and other details of Directors being re-appointed are provided inthe Notice of Annual general Meeting.

Ms. Prerna Somani had resigned from the post of Company Secretary and ComplianceOfficer with effect from 30th June 2016. The Company has appointed Ms. KanakLata Jain as Company Secretary and Compliance Officer of the Company w.e.f. 13th August2016.

6. Director's Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 your Directors to the best oftheir knowledge and belief and according to the information and explanations obtained bythem state that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgement and estimates that were 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 2016-17and of the profit of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

7. Meetings

During the year under review 7 Board Meetings and 6 Audit committee Meetings wereconvened and held. The details of which are given in the corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the companiesAct 2013. All the recommendations made by the Audit committee were accepted by the Board.

8. Statutory Auditors

The term of M/s B. L. Sarda & Associates Chartered Accountants as the StatutoryAuditors is till the conclusion of ensuing Annual General Meeting of the company. Theycannot be re-appointed because of applicability of provisions of rotation of Directorsgiven under Section 139(2) of the companies Act 2013.

The Board of Directors of the company placed on record its appreciation to the servicesrendered by M/s B. L. Sarda & Associates Chartered Accountants as the StatutoryAuditors of the company.

In accordance with the provisions of Section 139(1) of the Companies Act 2013 M/s.Sarda & Pareek. Chartered Accountants (Firm Registration No. 109262W) are proposed tobe appointed as the Statutory Auditors of the company for a period of 5 years commencingfrom the conclusion of the ensuing 29th AGM till the conclusion of 34th AGM subject to theratification by the members at every AGM.

M/s. Sarda & Pareek Chartered Accountants (Firm Registration No. 109262W) haveconsented to the said appointment and have confirmed that their appointment if madewill be in accordance with the provisions of Section 139 read with Section 141 of thecompanies Act 2013.

Accordingly the Board of Directors of the company recommends the resolution inrelation to the appointment of M/s. Sarda & Pareek. Chartered Accountants asStatutory Auditors of the Company and fixation of their remuneration for approval of themembers of the company.

9. Auditors' Report

The Auditors' Report on financial statements forms part of the Annual Report. TheAuditors' Report does not contain any qualifications reservations adverse remarksdisclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatoryand do not call for any further comments.

The Statutory Auditors of the company have not reported any fraud as specified underthe second proviso of Section 143(12) of the companies Act 2013 (including any statutorymodification(s) or re-enactment for the time being in force).

10. Internal Auditors

M/s. Sarda & Pareek. Chartered Accountants Internal Auditors of the company hadresigned and therefore pursuant to provisions of section 138 of the companies Act 2013 andcompanies (Accounts) Rules 2014 the company had appointed "M/s. Shambhu Gupta &Co." a firm of Chartered Accountants in practice as Internal Auditors of the Companyfor the Financial Year 2017-2018.

11. Corporate Social Responsibility

During the year under review the cSR provisions were not applicable to the Company asits Profits before taxation for the preceding 3 Financial years viz. 2013-2014 to2015-2016 were below Rs. 5 crores. However the company has incurred some expenditureduring the Financial Year under Report voluntarily details of which are given separatelyin this Report.

Pursuant to the provisions of Section 135 of the companies Act 2013 the company hasconstituted a cSR committee. Mr. Ramvilas Maheshwari is the chairman of the committee Mr.Rajaram Maheshwari and Mr. ghanshyamdas Mundra are other Members of the committee. Thecommittee is responsible for formulating and monitoring the cSR policy of the company.

The adopted cSR Policy outlines various areas like Eradicating hunger poverty andmalnutrition Promoting Health care including Preventive Health care Ensuringenvironmental sustainability Employment and livelihood enhancing vocational skills andprojects Promotion of education Promoting gender equality and empowering women and RuralDevelopment Projects etc. for undertaking cSR activities.

Details about the cSR policy is available on our website www.orientpressltd.com . The Annual Report on ourcSR activities is annexed as "Annexure 1" to this report.

12. Extract of Annual Return

Pursuant to Section 92 (3) of the companies Act 2013 extract of the Annual Return ofthe company in Form MGT-9 is annexed as "Annexure 2" to this Report.

13. Secretarial Audit Report

Pursuant to provisions of section 204 of the companies Act 2013 and the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedM/s V. K. Mandawaria & Co. a firm of Company Secretaries in practice to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report issued bythem is annexed as "Annexure 3" to this Report.

The Report is having following Qualifications:-

1. There was some delay in forwarding Cost Audit Report for the Financial Year ended 31stMarch 2016 to the Board of Directors & filing the same with Central Government.

2. There was some delay in appointment of cost Auditor for the Financial Year 2016-2017& reporting the same to the central government.

The Directors want to explain that the cost Auditor made delay in forwarding the costAudit Report for the Financial Year ended 31st March 2016 to the Board of Directors &the delay was not caused by the company. The delay in filing the Cost Audit Report delayin appointment of Cost Auditor for the financial year 2016-2017 & reporting of theappointment to the central government were also caused due to this reason. However theDirectors have taken steps to avoid such delay in future by appointing a new cost Auditorfor the Financial Year 2016-2017.

14. Management Discussion and Analysis Report Management Discussion and Analysis Reportfor the financial year under review as stipulated under Regulation 34 read with ScheduleV of the SEBI (LODR) Regulations 2015 is presented in a separate section forming part ofthis Report.

15. Corporate Governance

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a report on corporategovernance along with Statutory Auditors' Certificate confirming its compliance isprovided separately and forms integral part of this Report.

16. Related Party Transactions

None of the transactions with any of the related parties were in conflict with thecompany's interest. Suitable disclosure as required by the accounting standard (AS-18) hasbeen given in the notes to the financial statements. During the Financial Year underReport the Company had not entered any contract with any related party which falls underthe provisions of Section 188 of the companies Act 2013. The related party transactionspolicy as approved by the Board is uploaded on the company's website www.orientpressltd . com.

17. Conservation of Energy Technology Absorption & Foreign Exchange Earning &Outgo

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3)(m) of the companies Act 2013 read with Rule 8 ofthe companies (Accounts) Rules 2014 is given in "Annexure 4" forming part ofthis Report.

18. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended none of the employee of the company drawn remuneration in excess of the limit setout in the said rules during the year under review. However as required under these Rulesa statement showing the names remuneration drawn by them and other particulars of top 10employees are provided in the Annual Report which forms part of this Report. Disclosuresrelating to remuneration and other details as required under Section 197(12) of the Actread with

Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are provided in the " Annexure 5" to the Board's report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the company Secretary and the same will be furnished on request.

19. Segment

The company operates in two reportable primary business segments i.e. printing andpackaging. The segment wise performance has been given in Management Discussion andAnalysis Report.

20. Vigil Mechanism Policy/Whistle Blower Policy

Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 the company has established a vigilmechanism. The details of Vigil Mechanism are provided in the corporate governance Report.The Vigil Mechanism / Whistle Blower Policy may be accessed on the company's website at www.orientpressltd.com .

21. Performance Evaluation of Directors criteria of performance evaluation of the Boardof Directors including Independent Directors are laid down by Nomination and Remunerationcommittee of the company. Pursuant to the provisions of the companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit CommitteeNomination & Remuneration committee and Stakeholder Relationship committee. The mannerin which the evaluation has been carried out has been specified in the CorporateGovernance Report.

22. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

As for protection against sexual harassment Orient Press Limited has formed aninternal complaints committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 to which employees can write theircomplaints. Also the company has sexual harassment norms in which it formalized a free andfair enquiry process with clear timeline. There are no cases of sexual harassment duringthe year under report.

23. Particulars of Loans Guarantees or Investments

The company has not given any loan or guarantee or made investment covered under theprovisions of section 186 of the Companies Act 2013 during the Financial Year ended 31stMarch 2017. Details of Investments made in earlier years are mentioned in the note no.13 to the Balance Sheet of the Company for the financial year ended on 31st March 2017.

24. Particulars of Loans Accepted from Directors

The Particulars of Loans accepted by the Company from its Directors during thefinancial year under report are given in Note No. 36 of the Balance Sheet of the companyfor the financial year ended on 31st March 2017.

25. Risk Management

The Company has in place Risk Management policy which takes care of riskidentification assessment and mitigation. There are no risks which in the opinion of theBoard threaten the existence of the company. Risk factors and its mitigation are coveredextensively in the Management Discussion and Analysis Report forming part of the AnnualReport.

26. Fixed Deposits

Your company has accepted fixed deposit from its Members as per the provisions ofSection 73 of the companies Act 2013 and the companies (Acceptance of Deposits) Rules2014 during the year under review. Your Company does not have any unpaid or unclaimedpublic deposits at the end of the year 31st March 2017.Outstanding public(Members) deposits as on March 31 2017 is Rs. 655.20 Lacs. The company has beenconsistent in timely repayments of Fixed Deposits and does not fail to repay the depositor part there of or any interest thereon.

27. Significant or Material orders passed by the Regulators/ Courts

During the year under review no significant or material orders were passed by theRegulators or courts or Tribunals which impact the going concern status and company'soperations in future.

28. Material changes and commitments

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2016-17 and the date ofthis report.

29. Transfer to Investor Education and Protection Fund

Pursuant to Section 125 of the companies Act 2013 the company shall transferunpaid/unclaimed dividends to Investor Education and Protection Fund of the Government ofIndia when it will become due. The details including last date of claiming ofunclaimed/unpaid dividend amount is given on the website of the Company viz. www.orientpressltd . com.

30. Listing

The Equity Shares continue to be listed on the BSE Limited (BSE) and the National StockExchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals andtherefore shareholders/Investors are not facing any difficulty in trading in the sharesof the Company from any part of the country. The company has paid annual listing fee forthe Financial Year 2017-18 to BSE & NSE.

31. Share Capital

The paid up equity capital as on March 31 2017 was Rs. 80750000. The company has notissued Equity Shares with differential voting rights nor granted employee stock optionsnor sweat equity.

The company has not made provision for purchase of its own shares by employees or bytrustees for the benefit of employees.

32. Industrial Relations

During the year under review your company enjoyed cordial relationship with workersand employees at all levels.

33. Nomination and Remuneration Policy

The policy of the company on Directors appointment and remuneration including thecriteria for determining qualification positive attributes independence of a Directorand other matters provided under Section 178(3) of the companies Act 2013 adopted by theBoard is available on company's website i.e. www.orientpressltd.com.

The details of composition terms of reference of the Nomination and Remunerationcommittee number and dates of meeting held attendance of the Directors and remunerationpaid to them are given separately in the attached corporate Governance Report forming partof the Boards' Report.

34. Cost Auditor

In conformity with the directives of the Central Government the company has appointedM/s Bhanwarlal Gurjar & Co. cMA Surat (Membership No. 22597) as the cost Auditoru/s 148 of the companies Act 2013 for the audit of the cost accounts for the year endedon 31st March 2017 on a remuneration of Rs. 250000/- plus service tax and reimbursementof actual expenses if any. The remuneration is subject to ratification by members interms of Section 148 of the companies Act 2013 read with companies (Audit and Auditors)Rules 2015.

There was no qualification or adverse remark in the Cost Audit Report of the Companyfor the financial year ended 31st March 2016 given by M/s Rohit J Vora Cost Auditor.

35. Acknowledgements

Your Company and its Directors wish to extend their sincere thanks to the Members ofthe company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors

(Ramvilas Maheshwari)
Place : Mumbai Chairman & Managing Director
Date : 17th August 2017 DIN: 00250378