Your Directors are pleased to present the 32nd Annual Reporton the business and operations of the Company together with Audited Financial Statementsfor the financial year ended March 31 2020.
1. Financial Performance
The standalone audited financial statements for the financial yearended March 31 2020 are prepared in accordance with the relevant Indian AccountingStandards (IND AS) and Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulation") and provisions of theCompanies Act 2013 ("Act").
The summarized financial highlight is depicted below:
( ' In Lakhs)
|Particulars ||Year ended 31s* March 2020 ||Year ended 31st March 2019 |
|Gross Revenue from Operations* ||18987.76 ||22393.93 |
|Other Income ||211.34 ||136.92 |
|Profit before Finance Costs Depreciation and Tax ||1113.13 ||1560.67 |
|Less: Finance Cost ||623.97 ||672.78 |
|Less: Depreciation and Amortization expenses ||620.63 ||793.73 |
|Profit/(loss) before Tax ||(131.47) ||94.16 |
|Less: Tax Expenses ||8.89 ||(4.69) |
|Profit/(loss) after Tax ||(140.36) ||98.85 |
|Other Comprehensive Income/(expense) (net of tax) ||(3.44) ||5.67 |
|Total comprehensive Income for the year (net of tax) ||(143.80) ||104.52 |
2. Results of operations and State of Company's affairs
During the year the Company has incurred pre-tax Loss of ' 131.47lakhs as compared to pre-tax profit of ' 94.16 lakhs in the previous year. The GrossTurnover of the Company was lower at '18987.76 Lakhs for the year as against ' 22393.93Lakhs in previous year registering a decrease of 15.21%.
3. COVID 19
The detailed impact of COVID 19 on the Company's operations isdiscussed in "Management Discussion & Analysis Report" which forms anintegral part of this report.
In view of losses incurred by the Company your Directors have notrecommended any dividend for the financial year 2019-2020.
The Company is availing its Working Capital Limits & Term Loan fromAxis Bank Ltd. Allahabad Bank and Kotak Mahindra Bank Limited. The company has repaidall loan installments on time. During the year CARE awarded "CAREBBB"- Negativerating to Bank Loans of the company. This indicates investment grade of the company.
6. Change in Capital Structure
During the financial year under review there was no change in theCapital Structure of the Company.
As on 31st March 2020 the issued and paid up capital ofyour Company stood at ' 10000000/- divided into 1000000 equity shares of ' 10/- each.
7. Directors and Key Managerial Personnel
There was no change in the composition of the Board during thefinancial year 2019-2020.
As per the provisions of Section 196(3) of the Companies Act 2013Managing Director or Whole Time Director of a Company cannot continue to be as ManagingDirector or Whole Time Director after attaining the age of 70 years. However Company canappoint/re-appoint such person as Managing Director or Whole Time Director with theapproval of Members of the Company by a Special resolution in a General Meeting giving thejustification for his re-appointment in the Explanatory Statement to be annexed to theNotice of General Meeting. Mr. Rajaram Maheshwari Whole-Time Director designated asExecutive Director of the Company attained the age of 70 years on 13th January2020 and accordingly he could not had continued the office of WholeTime Directorship ofthe Company. Therefore the Board of Directors of the Company subject to the approval ofthe Members of the Company re-appointed him as Whole- time Director designated asExecutive Director of the Company with effect from 14th January 2020 to theremaining period of his tenure viz. 30th September 2020. The SpecialResolution for his re-appointment has been appended at Item no. 5 of the Notice of thisAnnual General Meeting for approval of Members of the Company.
In accordance with the provision of Section 152 of Companies Act 2013Mr. Sanjay Maheshwari (DIN 00250072) Whole Time Director of the Company retires byrotation at the forthcoming Annual General Meeting of the Company and being eligible hasoffered himself for the re-appointment. The Board recommends his re-appointment at theforthcoming Annual General Meeting of the Company.
As on the date of this report Mr. Ramvilas Maheshwari Chairman &Managing Director Mr. Gopal Somani Chief Financial Officer and Ms. Shubhangi LohiaCompany Secretary & Compliance Officer of the Company are the Key Managerial Personnelof the Company in accordance with the provisions of Section 2(51) read with Section 203 ofthe Companies Act 2013.
8. Declaration of Independence by Independent Director(s) &adherence to the Company's Code of Conduct for Independent Directors.
All the Independent Directors have submitted their disclosures to theBoard that they fulfil all the requirements/ criteria as stipulated in Section 149(6) ofthe Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Further all the Independent Directors have affirmed that they haveadhered and complied with the Company's Code of Conduct for Independent Directors which isframed in accordance with Schedule IV of the Act. In terms of requirements of the ListingRegulations the Board has identified core skills expertise and competencies of theDirectors in the context of the Company's businesses for effective functioning which aredetailed in the Corporate Governance Report.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R.804(E) dated October 22 2019 and effective from December 012019 has introduced theprovision relating to inclusion of names of Independent Directors in the Data Bankmaintained by Indian Institute of Corporate Affairs (MCA'). All IndependentDirectors of your Company are registered with IICA.
I n the opinion of the Board the independent directors possess therequisite integrity experience expertise proficiency and qualifications.
9. Director's Responsibility Statement
Your Directors to the best of the knowledge and belief and according tothe information explanations and representations obtained by them and after due enquirymake the following statements in terms of Section 134(3) (c) and 134(5) of the CompaniesAct 2013 that:
i. In the preparation of the annual accounts for the year ended March31 2020 the applicable accounting standards read with requirements set out underSchedule III of the Companies Act 2013 have been followed with proper explanationrelating to material departures if any;
ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year 2019-2020 and of the loss of the Company for the year under review;
iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concernbasis;
v. The Directors had laid down internal financial controls
to be followed by the Company and that such internal financial controlsare adequate and were operating effectively;
vi. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. Meeting held during the year
During the year under review six meetings of the Board of Directorsand five Audit Committee Meetings were convened and held. The details of which are givenin the Corporate Governance Report which forms part of this Annual Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.All the recommendations made by the Audit Committee were accepted by the Board.
Pursuant to the requirements of Schedule IV to the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate Meeting of the Independent Directors of the Company was also held on 14thFebruary 2020 without the presence of non-independent directors and members of themanagement to review the performance of non-independent directors and the Board as awhole the performance of the Chairperson of the company taking into account the views ofDirectors and also to assess the quality quantity and timeliness of flow of informationbetween the company management and the Board.
11. Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
12. Statutory Auditors
M/s. Sarda & Pareek. Chartered Accountants (Firm Registration No.109262W) were appointed as Statutory Auditors at the 29th Annual GeneralMeeting of the Company till the conclusion of 34th Annual General Meeting to beheld in the year 2022 subject to ratification of their appointment by the Members atevery Annual General Meeting. However as per the amended provision of the Companies(Amendment) Act 2017 notified on 07.05.2018 Company is not required to ratify theappointment of auditors at every annual general meeting therefore it is not proposed toratify the appointment of auditors at the ensuing Annual General Meeting.The Members arerequired to fix their remuneration for the Financial Year 2020-2021 for that necessaryResolution has been included in the Notice of forthcoming Annual General meeting.
13. Auditors' Report
The Auditors' Report for the financial year ended 31stMarch 2020 on the financial statements of the Company forms part of the Annual Report.The Auditors' 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.
14. Internal Auditors
Pursuant to provisions of Section 138 of the Companies
Act 2013 read with Companies (Accounts) Rules 2014 the company hadappointed "M/s. Shambhu Gupta & Co." a firm of Chartered Accountants inpractice as Internal Auditors of the Company for the Financial Year 2019-2020.
15. Corporate Social Responsibility
The Corporate Social Responsibility Committee was formed pursuant toSection 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 to formulate and recommend to the Board a CorporateSocial Responsibility Policy indicating the activities to be undertaken by the Company asspecified in Schedule VII to the Act to recommend the amount of expenditure to beincurred on such activities and to monitor the Corporate Social Responsibility Policy ofthe company from time to time.
During the year under review the CSR provisions were applicable to theCompany as its Profits before taxation for the preceding 3 financial years viz. 2016-2017to 2018-2019 were above ' 5 crores. In compliance with Section 135 of the Companies Act2013 the Board had constituted the "Corporate Social Responsibility" Committee.During the year under review the CSR Committee met once on 14th February2020.
As part of CSR initiative your Company during the financial year2019-20 made total contribution of '172052/- by organizing a Camp for free medicalcheck-up for general public in the Goregaon Area of Mumbai towards promoting healthcareas prescribed under Schedule VII of the Companies Act 2013. The Company could not spentthe required amount of CSR Expenditure fully during the Financial year ended 31stMarch 2020 as the Company has incurred a Net Loss in the Financial Year 2019-20.
The report on CSR activities is attached as "Annexure 1" tothis report.
16. Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') andrule 12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is appended as "Annexure 2" in the prescribed Form MGT-9 whichforms part of this report.
17. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act2 013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s V. K. Mandawaria & Co. PracticingCompany Secretaries to undertake Secretarial Audit of the Company for the financial year2019-20. The Secretarial Audit Report is included as "Annexure 3" andforms an integral part of this report. The said Report does not contain any adverseobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
18. Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31stMarch 2020 on compliance of applicable SEBI Regulations and circulars/ guidelines issuedthereunder were obtained from M/s V.K. Mandawaria & Co. Practicing CompanySecretaries and was submitted to both the stock exchanges.
19. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR)Regulations
2015 is presented in a separate section forming part of this Report.
20. Corporate Governance
A detailed Report on Corporate Governance practices followed by yourCompany in terms of Regulation 34(3) of SEBI Listing Regulations 2015 together with aCertificate from the Auditors confirming compliance with the conditions of CorporateGovernance is provided separately and forms an integral part of this Report.
21. Related Party Transactions
All Contracts/arrangements/transactions entered by the Company withrelated parties were in ordinary course of business and at arm's length basis.
During the year under review the Company has not entered into anycontracts/arrangements/transactions with related parties which qualify as material inaccordance with the policy of the Company on materiality of the related partytransactions.
All transactions with related parties were reviewed and approved by theAudit Committee and are in accordance with the Policy on related party transactionsformulated by the Company.
There are no materiality significant related party transactions thatmay have potential conflict with the interest of the Company at large.
Suitable disclosures as required by Indian Accounting Standard (IND AS)- 24 have been given in the notes to the financial statements. The related partytransactions policy as approved by the Board is uploaded on the company's websitewww.orientpressltd.com.
Form AOC-2 pursuant to section 134(3)(h) of the Companies Act 2013read with rule 8 (2) of the Companies (Accounts) Rules 2014 is set out in the "Annexure4" to this report.
22. Conservation of Energy Technology Absorption & ForeignExchange Earning & Outgo
I nformation on Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is given in "Annexure5" forming part of this Report.
23. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended none of the employee of the Company has drawnremuneration in excess of the limit set out in the said rules during the year underreview. However as required under these Rules a statement showing the names remunerationdrawn by them and other particulars of top 10 employees are provided in the Annual Reportwhich forms part of this Report. Disclosures relating to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the "Annexure6" to the Board's Report.
24. Segment Reporting
The Company operates in three reportable primary business segmentsi.e. Printing Segment Flexible Packaging Segment & Paper Board Packaging Segment. Thesegment wise performance has been given in Management Discussion and Analysis Reportwhich forms an integral part of this Report.
25. Vigil Mechanism Policy/Whistle Blower Policy
Pursuant to the provisions of Section 177 (10) of the Companies Act2013 and Regulation 22 of SEBI (LODR) Regulations 2015 the Company has established avigil mechanism. The details of Vigil Mechanism are provided in the Corporate GovernanceReport. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company'swebsite at www.orientpressltd.com.
26. Evaluation of the Board its Committees and Individual Directors
The Nomination and Remuneration Policy of the Company empowers theNomination and Remuneration Committee to formulate a process for evaluating theperformance of Directors Committees of the Board and the Board as a whole.
The process for evaluation of the performance of the Director(s)/ Board/ Committees of the Board for the financial year 2019-2020 was initiated by sending outquestionnaires which were prepared by Nomination & Remuneration Committee in theprevious financial year designed for the performance evaluation of the DirectorsCommittees Chairman and the Board as a whole.
In terms of provisions of Companies Act 2013 and Schedule II - Part Dof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board carried out the annual performance evaluationof its own including the various Committees and individual Directors with a detailedquestionnaire covering various aspects of the Board's functioning like composition ofBoard and its Committees Board culture performance of specific duties and obligations.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated. Based on the feedback received from the Independent Directors andtaking into account the views of Executive Directors and the Non-Executive Directors theBoard evaluated its performance on various parameters such as composition of Board and itscommittees experience and competencies performance of duties and obligationscontribution at the meetings and otherwise independent judgment governance issueseffectiveness of flow of information.
27 Familiarization Programme for Independent Directors
The Company has formulated a Familiarization Programme for IndependentDirectors in terms of Regulation 25 (7) of the SEBI (Listing Obligation & DisclosuresRequirements) Regulations 2015. with an aim to familiarize the Independent Directors ontheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. from time to time.
During the year under review The Company has organized afamiliarization programme on the recent amendments made by the Central Government in theRules governing the Independent Directors. The Independent Directors were familiarized onthe recent amendments in the Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019.
The details regarding Independent Directors Familiarisation Programmeimparted during the FY-2019-20 are given under the "Policies & Programme" inthe "Investor Info" section on the website of the company i.e.www.orientpressltd.com.
28. Obligation of Company under the Sexual Harassment
of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and formed an Internal ComplaintCommittee to which employees can write their complaints to the Committee. Also the Companyhas sexual harassment norms in which it formalized a free and fair enquiry process withclear timeline.
The following is a summary of sexual harassment complaints received anddisposed off during the year 2019-2020:
No. of complaints received- Nil
No. of complaints disposed off - Nil
29. Particulars of Loans Guarantees or Investments During the yearunder review the Company has not given any loan or guarantee or made any investmentcovered under the provisions of Section 186 of the Companies Act 2013. Details ofInvestments made in earlier years have been mentioned in the Note no. 06 to the BalanceSheet of the Company for the financial year ended on 31 st March 2020.
30. Particulars of Loans Accepted from Directors
The Particulars of Loans accepted by the Company from its Directorsduring the financial year under report are given in Note no. 37 J of the Balance Sheet ofthe Company for the financial year ended on 31st March 2020.
31. Risk Management
The Company has in place Risk Management policy which takes care ofrisk identification assessment and mitigation. There are no risks which in the opinion ofthe Board threatens the existence of the Company. Risk factors and its mitigation arecovered extensively in the Management Discussion and Analysis Report forming part of theAnnual Report.
32. Fixed Deposits
Your Company has accepted fixed deposit from its Members as per theprovisions of Section 73 of the Companies Act
2013 and the Companies (Acceptance of Deposits) Rules
2014 during the year under review. Your Company does not have anyunpaid or unclaimed public deposits at the end of the financial year 31 stMarch 2020. The Company has accepted '132.50 Lakhs during the financial year ended March2020 and Amortization gain effect as per Ind As is '16.59 Lakhs and Outstanding fixeddeposits as on March 31 2020 is ' 623.91 Lakhs (after adjustment of Amortization gaineffect as per Ind As which is ' 16.59 Lakhs). The Company has been consistent in timelyrepayments of Fixed Deposits and does not fail to repay the deposit or part thereof or anyinterest thereon.
33. Significant or Material orders passed by the Regulators/ Courts
During the year under review no significant or material orders werepassed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.
34. Material changes and commitments that have occurred after the closeof the financial year till date of this report which affects the financial position of theCompany (Pursuant to Section 134(3)(I) of the Companies Act 2013).
There are no material changes and commitments affecting the financialposition of the Company which have occurred
between the end of the financial year 2019-20 and the date of thisreport.
35. Transfer to Investor Education and Protection Fund
Pursuant to Section 125 of the Companies Act 2013 the Company shalltransfer unclaimed dividends to Investor Education and Protection Fund of the Governmentof India 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. Details of unclaimed dividend and shares are given below.
(A) Transfer of Unclaimed Dividend amounts to Investor Education andProtection Fund
Pursuant to Rule 5(8) of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 the Company had alreadyfiled the necessary form and uploaded the details of unclaimed amounts lying with theCompany pertaining to final dividend for the financial year 2011-2012 and Interimdividend for the financial year 2012-13 to IEPF Authority on being remained unclaimed fora period of (7) seven years. The details are available on the Company's website viz.www.orientpressltd.com
(B) Transfer of Equity Shares to Investor Education and Protection Fund(IEPF) Account on which dividend has not been paid or claimed by the shareholders forseven consecutive years or more
In terms of requirements of Section 124(6) of the Companies Act 2013("Act") read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") andsubsequent amendment thereto the Company is required to transfer the shares in respectof which the dividend remains unpaid or unclaimed for a period of (7) seven consecutiveyears to the Investor Education and Protection Fund (IEPF) Account established by theCentral Government.
Accordingly the Company had sent individual communication to theconcerned shareholders who have not encashed the final dividend for the financial year2011-2012 and Interim dividend for the financial year 2012-13 and all subsequent dividendsdeclared and paid by the Company due to which their shares were liable to be transferredto IEPF account as per the said rules. Company had also published Advertisement in anEnglish Paper and in a Marathi Paper as required under the Rules for this matter. TheCompany has transferred 30097 shares pertaining to financial year 2011-12 & 2150shares for the financial year 2012-13 to IEPF Authority in respect of which the dividendremained unclaimed for a period of (7) seven consecutive years. The details are availableon the Company's website viz. www.orientpressltd.com
The Equity Shares continue to be listed on the BSE Limited (BSE) andthe National Stock Exchange of India Limited (NSE). Both these Stock Exchanges havenation-wide terminals and therefore shareholders/Investors are not facing any difficultyin trading in the shares of the Company from any part of the country. The Company has paidannual listing fee for the Financial Year 2020-21 to BSE & NSE.
37. Industrial Relations
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
38. Nomination and Remuneration Policy
The policy of the Company on Directors appointment and remunerationincluding the criteria for determining qualification positive attributes independence ofa Director and other matters provided under Section 178(3) of the Companies Act 2013adopted by the Board is available on Company's website i.e. www.orientpressltd.com. Thedetails of composition terms of reference of the Nomination and Remuneration committeenumber and dates of meeting held attendance of the Directors and remuneration paid tothem are given separately in the attached Corporate Governance Report forming part of theBoards' Report.
39. Cost Audit & Auditor
Maintenance of Cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is applicable to theCompany and accordingly such accounts and records have been made and maintained by theCompany for the financial year ended 31st March 2020.
In conformity with the directives of the Central Government theCompany had appointed M/s Bhanwarlal Gurjar & Co. CMA Surat (Membership No. 22597)as the Cost Auditor u/s 148 of the Companies Act 2013 for the audit of the Cost accountsfor the year ended on 31st March 2020 on a remuneration of ' 250000/- plusGST and reimbursement of actual expenses if any. The remuneration is subject toratification by members in the forthcoming Annual General Meeting of the Company in termsof Section 148 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules2015. There was no qualification or adverse remark in the Cost Audit Report of the Companyfor the financial year ended 31st March 2019 given by M/s Bhanwarlal Gurjar& Co Cost Auditor.
40. Other Disclosures
a) The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meeting of the Board of Directors and GeneralMeetings.
b) None of the Auditor of the Company have reported any fraud asspecified under the second proviso of Section 143(12) of the Companies Act 2013(including any statutory modification(s) or re-enactment for the time being in force).
Your Company and its Directors wish to extend their sincere thanks tothe Members of the Company Bankers State Government Local Bodies Customers SuppliersExecutives Staff and workers at all levels for their continuous co-operation andassistance.
For and on behalf of the Board of Directors
| ||Ramvilas Maheshwari |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 31st August 2020 ||DIN: 00250378 |