Your Directors are pleased to present the 31st Annual Report on the businessand operations of the Company together with Audited Financial Statements of the Companyfor the financial year ended March 31 2019.
1. Financial Performance
The standalone financial statements s Annual Report have been for the financialyearended March prepared in accordance with the Indian Accounting Standards (IND AS) asnotified by the Ministry of orporate Affairs.
The summarized financial results of your Company are provided below:
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Gross Revenue from Operations* ||22393.93 ||22611.91 |
|Other Income ||136.92 ||280.36 |
|Profit before Finance Costs Depreciation and Tax ||1560.67 ||1724.48 |
|Less: Finance Cost ||672.78 ||468.53 |
|Less: Depreciation and Amortization expenses ||793.73 ||683.68 |
|Profit/(loss) before Tax ||94.16 ||572.27 |
|Less: Tax Expenses ||-4.69 ||199.27 |
|Profit/(loss) after Tax ||98.85 ||373.00 |
|Other Comprehensive Income/(expense) (net of tax) ||5.67 ||7.96 |
|Total comprehensive Income for the year (net of tax) ||104.52 ||380.96 |
*Including Excise duty / GST
Your directors are pleased to recommend a dividend of 7.50% (Rs. 0.75 Per Equity Sharesof Rs. 10/- each) for the Financial Year ended 31st March 2019 (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 ofRs. 75.00 Lakhs anddividend distribution Tax ofRs. 15.42 Lakhs aggregating of total outflow ofRs. 90.42Lakhs.
3. Results of operations and State of Company's affairs
During the year the Company has earned Profit before- tax of Rs. 94.16 Lakhs ascompared to Rs. 572.27 Lakhs in the previous year. The decrease in profit is attributed toincrease in fixed cost and finance cost of the Company.he Gross Turnover of the Companywas lower at Rs. 22393.93 Lakhs for the year as against Rs. 22611.91 Lakhs in theprevious year registering a decrease of 0.96%.
The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd. Allahabad Bank and Kotak Mahindra Bank Limited. The company has repaid all loaninstallments on time. During the year CARE awarded "CAREBBB" rating to BankLoans of the company. This indicates investment grade of the company.
5. Change in Capital Structure
During the financial year under review there was no change in the Capital Structure ofthe Company.
As on 31st March 2019 the issued and paid up capital of your Company stoodat Rs. 10000000/- divided into 1000000 equity shares of Rs. 10/- each.
6. Directors and Key Managerial Personnel
There was no change in the composition of the Board during the financial year2018-19.
Pursuant to the provisions of Section 152 of Companies Act 2013 Shri. RajaramShankarlal Maheshwari (DIN: 00249954) Whole Time Director of the Company retires byrotation at the ensuing Annual General Meeting of the Company and being eligible hasoffered himself for the re-appointment. The Board recommends his re-appointment on therecommendatio n of the Nomination & Remuneration Committee.
Shri Ghanshyam Das Mundra (DIN: 00035877) Shri Kannan Ramamirtham (DIN: 00227980) andShri Vilas Madhukar Dighe (DIN: 02064647) were last appointed by the Shareholders of theCompany in the 26th Annual General Meeting for a period of five consecutiveyears with effect from 27th September 2014 to hold office for fiveconsecutiveyears for a term up to the conclusion of the 31st Annual General Meeting of theCompany in the calendar year 2019.
Their term will expire at the conclusion of forthcoming AGM of the Company.Accordingly the Board of Directors upon the recommendation of the Nomination andRemuneration Committee in its Meeting held on 14th August 2019 approved thereappointment of Shri Ghanshyam Das Mundra Shri Kannan Ramamirtham & Shri VilasMadhukar Dighe as Independent Directors of the Company for another term of five years. There-appointment is subject to approval of the shareholders in forthcoming general meeting.
The details of Directors being recommended for reappointment as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the forthcoming Annual General Meeting of the Company.
As required under the provisions of SEBI (LODR)
Regulations 2015 and the Companies Act 2013 brief profile and other details ofDirectors being re-appointed are provided in the Notice of Annual General Meeting.
7. Declaration by Independent Director(s) and reappointment if any
All the Independent Directors have submitted their disclosures to the Board thatthey fulfil all the requirements as stipulated in Section 149(6) of the Companies Act2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules
8. Director's Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:
i. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III ofthe Companies Act 2013 have been followed with proper explanation relating to materialdepartures if any;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 2018-19and of the profits 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 the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the year under review eight meetings of the Board of Directors and six AuditCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013. All therecommendations made by the Audit Committee were accepted by the Board.
Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meeting ofthe Independent Directors of the Company was also held on 07th December 2018without the presence of non-independent directors and members of the management to reviewthe performance of non-independent directors and the Board as a whole the performance ofthe Chairperson of the company taking into account the views of directors and also toassess the quality quantity and timeliness of flow of information between the companymanagement and the Board.
10. Statutory Auditors
M/s. Sarda & Pareek. Chartered Accountants (Firm Registration No. 109262W)were appointed as Statutory Auditors at the 29th Annual General Meeting of theCompany till the conclusion of 34th Annual General Meeting to be held in theyear 2022 subject to ratification of their appointment by the Members at everyAnnual 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 the appointment ofauditors at every annual general meeting therefore it is not proposed to ratify theappointment of auditors at the ensuing Annual General Meeting.
11. Auditors' Report
The Auditors' Report for the financial year ended 31st March 2019 on thefinancial statements of the Company forms part of the Annual Report. The Auditors' Reportdoes not contain any qualifications reservations adverse remarks disclaimer or matterof emphasis. Notes to the Financial Statements are self-explanatory and do not call forany further comments.
12. Internal Auditors
Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the company had appointed "M/s. Shambhu Gupta & Co."a firm of Chartered Accountants in practice as Internal Auditors of the Company for theFinancial Year 2019-2020.
13. Corporate Social Responsibility
The Corporate Social Responsibility Committee was formed pursuant to Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 to formulate and recommend to the Board a Corporate Social ResponsibilityPolicy indicating the activities to be undertaken by the Company as specified in ScheduleVII to the Act to recommend the amount of expenditure to be incurred on such activitiesand to monitor the Corporate Social Responsibility Policy of the company from time totime.
During the year under review the CSR provisions were applicable to the Company as itsProfits before taxation for the preceding 3 financial years viz. 2015-2016 to 2017-2018were above Rs. 5 crores. In compliance with Section 135 of the Companies Act 2013 theBoard had constituted the "Corporate Social Responsibility Committee. During the yearunder review the CSR Committee met once on 11th August 2018.
As part of CSR initiative your Company during the financial year 2018-19 madetotal contribution of Rs. 438393/- out of which Rs. 400000/- was given to ChiefMinister's Disaster
Relief Fund for providing assistance for severe flood in Kerala and remaining to aGovt. Hospital located in Toshina Village Nagaur District Rajasthan towardspromoting healthcare as prescribed under Schedule VII of the Companies Act 2013.
During the year under report the company could not spent full amount of the requiredamount on CSR activities as company faced difficulties in undertaking activities becauseas per the applicable Rules the CSR expenditure is required to be incurred on project/program mode and expenses incurred on one-off events would not be qualified as part of CSRexpenditure. Looking into the small amount of the required CSR spent the Company could notfound any suitable project. As the company could not find a suitable project it carriedout most of the CSR activities through other implementing agencies by giving themdonations The report on CSR activities is attached as "Annexure 1" to thisReport.
14. Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isappended as "Annexure 2" in the prescribed Form MGT-9 which forms partof this report.
15. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s V. K. Mandawaria & Co. Practicing CompanySecretaries to undertake Secretarial Audit of the Company for the financial year2018-19. 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.
16. Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31st March2019 on compliance of applicable SEBI Regulations and circulars/ guidelines issuedthereunder was obtained from M/s V.K. Mandawaria & Co. Practicing CompanySecretaries and submitted to both the stock exchanges.
17. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations2015 ispresented in a separate section forming part of this Report.
18. Corporate Governance
A detailed Report on Corporate Governance practices followed by your Company in termsof Regulation 34(3) of SEBI Listing Regulations 2015 together with a Certificate from theAuditors confirming compliance with the conditions of Corporate Governance is providedseparately and forms an integral part of this Report.
19. Related Party Transactions
All Contracts/arrangements/transactions entered by the Company with related partieswere 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 the Audit Committeeand are in accordance with the Policy on related party transactions formulated by theCompany.
There are no materiality significant that may have potential conflict with the interestof the Company at large.
Suitable disclosures as required by the Accounting standard (AS-18) have been given inthe notes to the financial statements. The related party transactions policy as approvedby the Board is uploaded on the company's website www.orientpressltd.com. Form AOC-2pursuant to section 134(3)(h) of the Companies Act 2013 read with rule 8 (2) of theCompanies (Accounts) Rules 2014 is set out in the "Annexure 4" to thisreport.
20. Conservation of Energy Technology Absorption & Foreign Exchange Earning &Outgo Information on Conservation of Energy Technology
Absorption Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in "Annexure5" forming part of this Report.
21. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended none of the employee of the Company has drawn remuneration in excess of thelimit set out in the said rules during the year under review. However as required underthese Rules a statement showing the names remuneration drawn by them and otherparticulars of top 10 employees are provided in the Annual Report which forms part ofthis Report. Disclosures relating to remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the "Annexure6" 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 theregistered office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request
22. Segment Reporting
The Company operates in two reportable primary business segments i.e. Printing Segmentand Packaging Segments. The segment wise performance has been given in ManagementDiscussion and Analysis Report which forms an integral part of this Report.
However in the meeting of the Board of Directors of the Company held on 30thMay 2018 the Company has approved the re-classification of Segments into three PrimarySegments viz. Printing Segment Flexible Packaging Segment & Paper BoardPackaging Segment w.e.f. 1 ST April 2018 for better presentation and reportingof the Segments as it is not proper to merge both flexible & paper board packagingunder the head Packaging Segment.
23. 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 atwww.orientpressltd.com.
24. Evaluation of the Board its Committees and individual Directors
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees 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 2018-2019 was initiated by the Nominationand Remuneration Committee by sending out questionnaires designed for the performanceevaluation of the Directors Committees Chairman and the Board as a whole. The Committeealso forwarded their inputs to the Board for carrying out the Performance Evaluationprocess effectively.
In terms of provisions of Companies Act 2013 and Schedule II - Part D of Securitiesand Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 the Board carried out theannual performance evaluation of its own including the various Committees and individualDirectors with a detailed questionnaire covering various aspects of the Boards functioninglike composition of Board and its Committees Board culture performance of specificduties and obligations.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated.
Based on the feedback received from the Independent
Directors and taking into account the views of Executive Directors and theNon-Executive Directors the Board evaluated its performance on various parameters such ascomposition of Board and its committees experience and competencies performance ofduties and obligations contribution at the meetings and otherwise independent judgmentgovernance issues effectiveness of flow of information.
25. Familiarization Programme for Independent Directors
The Company has formulated a Familiarization Programme for Independent Directors interms of Regulation 25 (7) of the SEBI (Listing Obligation & Disclosures Requirements)Regulations 2015. with an aim to familiarize the Independent Directors on their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. from time to time.
During the year under review The Company has organized a familiarization programme onPaper Board Packaging one of the segment in which the Company is operating highlightingthe facilities and technologies giving insight into the industry partners machine andproduct gallery and focusing of environmental responsibility food safety & qualitypolicy etc.
The details regarding Independent Directors Familiarisation Programme imparted duringthe FY-2018-19 are given under the "Policies & Programme" in the"Investor Info" section on the website of the company i.e.www.orientpressltd.com.
26. 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 constitution of InternalComplaints Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and formed an Internal Complaint Committee to whichemployees can write their complaints to the Committee. Also the Company has sexualharassment norms in which it formalized a free and fair enquiry process with cleartimeline.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-2019:
No. of complaints received- Nil
No. of complaints disposed off Nil
27. Particulars of Loans Guarantees or Investments
During the year under review the Company has not given any loan or guarantee or madeany investment covered under the provisions of Section 186 of the Companies Act 2013.Details of Investments made in earlier years have been mentioned in the Note no. 06 tothe Balance Sheet of the Company for the financial year ended on 31 st March2019.
28. 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. 37 (j) of the Balance Sheet of theCompany for the financial year ended on 31st March 2019.
29. 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 the Board threatens the existence of theCompany. Risk factors and its mitigation are covered extensively in the ManagementDiscussion and Analysis Report forming part of the Annual Report.
30. 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 financial year 31 st March 2019. The Companyhas accepted Rs. 162.00 Lakhs during the financial year ended March 2019 and Amortizationgain effect as per Ind As is Rs. 8.30 Lakhs and Outstanding fixed deposits as on March 312019 is Rs. 622.70 Lakhs (after adjustment of Amortization gain effect as per Ind As whichis Rs. 8.30 Lakhs).
The Company has been consistent in timely repayments of Fixed Deposits and does notfail to repay the deposit or part thereof or any interest thereon.
31. Significant Courts
During the year under review no significant orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
32. Material changes and commitments that have occurred after the close of thefinancial 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 were no material changes and commitments affecting the financialposition ofthe Company which have occurred between the end of the financialyear 2018-19 and the date ofthis report.
33. 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.
Transfer of Unclaimed Dividend amounts to Investor Education and Protection FundPursuant to Rule 5(8) of the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 the Company has already filed the necessary formand uploaded the details of unpaid and unclaimed amounts lying with the Company as on thedate of last AGM (i.e. September 22 2018) with the Ministry of Corporate Affairs.
Transfer of Equity Shares to Investor Education and
Protection Fund (IEPF) Account on which dividend has not been paid or claimed by theshareholders for seven 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") and subsequent amendment thereto the Company is required totransfer the shares in respect of which the dividend remains unpaid or unclaimed for aperiod of (7) seven consecutive years to the Investor Education and Protection Fund (IEPF)Account established by the Central Government.
Accordingly the Company has sent individual communication to the concernedshareholders who have not encashed the final dividend for the financial year 2011-2012 andall subsequent dividends declared and paid by the Company due to which their shares areliable to be transferred to IEPF account as per the said rules. Company has also publishedAdvertisement in an English Paper and in a Marathi Paper as required under the Rules forthis matter. The Company will transfer the shares of those shareholders to the InvestorEducation and Protection Fund (IEPF) Account who will not encash their dividedwarrants in response to these after the due date i.e. 07th September 2019.
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 difficultyin trading in the shares ofthe Company from any part of the country. The Company has paid annual listing fee for theFinancial Year 2019-20 to BSE & NSE.
35. Industrial Relations
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
36. 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 bythe Board is available on Company's website i.e. www.orientpressltd.com.The details ofcomposition terms of reference of the Nomination and Remuneration committee number anddates of meeting held attendance of the Directors and remuneration paid to them are givenseparately in the attached Corporate Governance Report forming part of the Boards' Report.
37. Cost Audit & Auditor
Maintenance of Cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act 2013 isapplicable to the Company and accordingly such accounts and records have been made andmaintained by the Company for the financial year ended 31st March 2019.
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 2019 on a remuneration of Rs. 250000/- plus GST andreimbursement of actual expenses if any. The remuneration is subject to ratification bymembers in the forthcoming Annual General Meeting of the Company in terms of Section 148of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2015. There wasno qualification or adverse remark in the Cost Audit Report of the Company for thefinancial year ended 31 st March 2018 given by M/s Bhanwarlal Gurjar & CoCost Auditor.
38. Other Disclosures
a) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India all on Meeting of the Board of Directors and GeneralMeetings. b) None of the Auditor of the Company have 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).
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: 14th August 2019 ||DIN: 00250378 |