TO THE MEMBERS
The Board of Directors hereby submit the Thirty Seventh (37th) annual report ofbusiness and operation of your Sangal Papers Limited ("The Company") along withthe standalone audited yearly financial statements for the financial year ended 31stMarch 2017.
|FINANCIAL RESULT || || |
|PARTICULARS (Standalone) ||31.03.2017 ||31.03.2016 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Turnover Net ||1042324772 ||942568102 |
|Profit Before Financial Charges Tax and Dep. ||56769452 ||56983602 |
|Financial Charges and Depreciation || || |
|Financial Charges ||21401574 ||23849768 |
|Depreciation/ Amortization ||9328717 ||8285827 |
|PROFIT BEFORE TAX ||26038861 ||24848007 |
|Current Tax ||7359717 ||4971530 |
|MAT Credit Entitlement ||50451 ||901170 |
|Deferred Tax Liability ||1356000 ||2219000 |
|Income Tax (Related to Earlier Year) ||338940 ||181276 |
|PROFIT AFTER TAX ||16933753 ||16575031 |
|Balance brought Forward from last Year ||190971019 ||174395988 |
|Balance Carried Forward to Balance Sheet ||207904772 ||190971019 |
Vide notification dated February 16 2015 the Ministry of Corporate Affairs notifiedthe Indian Accounting Standards ("Ind AS") to be applicable to certainclass of companies including listed companies for the accounting periods beginning on orafter April 1 2016 Not applicable on the company for the finance year 2016-2017. Ind AShas replaced the existing Indian GAAP prescribed under section 133 of the Companies Act2013.
The Company is on its way to achieve its ultimate objectives i.e. to be economical andbring efficiency in the operations of the company and the company is moving fast inachieving its goal of maximization of shareholders wealth and objectives of the Company.The Company cares to all stakeholders.
In the series of goals of the Sangal Papers Ltd. the company is regularly exploringand critically appraising its domestic and international market over last few years theCompany has been moving closer to the ultimate consumers and has remained successful inpositioning its products in a way that consumers can connect with and aspire with in mind.The Company has maintained the world- wide standard in its products and engaged in it togive sharpness to the Company's marketing strategies. The Company has diversified itsproduct line and gained a name in the market in colored verity writing printing paper in avery short span of time. As per industry conditions and market demand Company's mainconcern is on increase in production of colored verity writing printing paper. Presentlycolored verity writing printing paper is key product of the company and has been a maincontributory factor in the increase in net profit of the Company resulting in an increasein profit (PAT) by more than 2.16 % (approx) as comparison last year.
Sangal Papers Ltd. has given its best performance in all area. During the year underreview the Company has achieved a turnover (Net) of Rs. 1042324772/- as againstprevious figure of Rs. 942568102/- increase in sale 10.58% (approx).
During the year under review PBT (profit before tax) were Rs. 26038861/- ascompared to previous year figure of Rs.24848007/- posting an increase by 04.79% (approx) in PBT. Net profit and PAT (profit after tax) were Rs. 16933753/-as compared to previous year figure of Rs.16575031/- reporting an increase of2.16% (approx) in net profit as compared to previous year. Theoperating and fixed expensesare increased during the financial year resulting in lower net profits after tax andtherefore Company's net profit could not post the corresponding increase.
The paid up equity capital as on 31st March 2017 was Rs. 13072600/- (Rupees One CroreThirty Lacs Seventy Two Thousand Six Hundred Only). During the year under review theCompany has not increased their capital. Further the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
DIVIDEND AND RESERVES
Board of Directors of the Company has opted to plough back the profits for futuregrowth and do not recommend any Dividend for the financial year ending on 31/03/2017.
The balance of Reserve & Surplus Account of the Company as on 31/03/2017 was Rs.212760387/-.
CASH AND EQUIVALENTS
Cash & Equivalents as on date 31st March 2017 was Rs. 11688418/-. The companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The Company has not accepted any fixed deposits from public and as such accordingly noamount principal or interest amount was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantee covered under the provisions ofsection 186 of the Companies Act 2013. Other details can find on the Notes to thefinancial statements of the Company.
PROPOSED SCHEME OF AMALGAMATION:
In order to widening the capital base of the Company and to give an opportunity to theshareholders of Shree Ganesh Credits Private Limited (SGCPL) and Prerna Chits PrivateLimited (PCPL) [both companies under the same management] to become the shareholders ofM/s Sangal Papers Limited a Scheme of Amalgamation of SGCPL and PCPL (both transferorcompanies) with SPL (the transfree Company) is proposed. Thereforepursuant to theprovisions of Section 233 of the Companies Act 2013 read with Companies (CompromiseArrangement and Amalgamations) Rules 2016 Regulation 11 37 94 and other Regulationsif any Security Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and any other provision of the Companies Act 2013 wherever applicableand subject to such statutory and requisite approvals as may be required under applicablelaws The Board of Directors of your Company (SPL) and the Board of Directors of ShreeGanesh Credits Private Limited (SGCPL) and Prerna Chits Private Limited (PCPL) at theirrespective Board meetings held on 14th March 2017 had approved a Scheme of Amalgamationof SGCPL and PCPL (both transferor companies) with SPL(the transfree Company) subject toapproval of the shareholders and National Company Law Tribunal (NCLT) and otherregulatory authorities. Approval of Members of the Company will be sought as perdirections of the Hon'ble NCLT at Allahabad Bench.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
In the term of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis is set out in this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to Chairman of the Audit Committee and to the ManagingDirector.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company has not fulfill the criteria in respect of constitution of CorporateSocial Responsibility as specified in the Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility) Rules 2014 therefore no CSR Committee isconstituted.
CONSERVATION OF ENERGY
(a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
(b) No specific investment has been made in reduction in energy consumption.
(c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
(d) Since the Company does not fall under the list of Industries which should furnishinformation on conservation of energy the question of furnishing the same does not arise.
Company's products are manufactured by using In-house know how and no outsidetechnology is being used for manufacturing activities. The Company is adopting greeninitiation for reduce the pollution and being more eco friendly. Therefore no technologyabsorption is required. The Company constantly strives for maintenance and improvement inquality of its products and entire in-house Research & Development activities aredirected to achieve the aforesaid goal.
IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Import of raw materials during the year amounted to Rs. 12221841/- (previousYear Rs. 16179862/-) Store & Spares Parts of Rs. 1670706 (PreviousYear Rs. NIL) and Capital goods of Rs. NIL (Previous year Rs. 289765).
Exports were mainly to Nepal Gulf Countries Europe and Asian Countries. Exportsduring the year increased as to Rs. 84414637/- from Rs. 45126268/- inthe previous year. Details of Exports as:
|Sr. No. ||Export Country ||Amount in Rs. |
|1. ||Nepal ||19044978 |
|2. ||Other Country ||65369659 |
*Export to Nepal in Indian Currency.
**Export to Other then Nepal in Doller ($)
***Details are provide under the Point 24-27 of "Notes to FinancialStatements" for the financial year ended as on 31st March 2017.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS RETIREMENT AND RE-APPOINTMENT
Pursuant to the provisions of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Vinayak Sangal (DIN NO. 06833351) retire by rotation andbeing eligible offer himself for re- appointment. The Board of Directors recommend Mr.Vinayak Sangal for re- appointment.
Pursuant to the provisions of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Tanmay Sangal (DIN: 01297057) retire by rotation andbeing eligible offer himself for re- appointment. The Board of Directors recommend Mr.Tanmay Sangal (DIN: 01297057) for re- appointment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
The Board of Director of the Company having such executive and non-executive directors.
Key Managerial Personnel
Mr. Himanshu Sangal (Managing Director) Mr. Amit Sangal (Executive Director cum CFO)Mr. Shivam Sharma (Company Secretary) of the Company.
Mr. Tanmay Sangal (Director) Mr. Vinayak Sangal (Director) Mr. Prem Sethi (Director)and Mrs. Geeta Gupta (Director) of the Company.
The Board of Director changed the designation of Mr. Tanmay Sangal (Director) fromWhole Time Director (Key Managerial Person) to Director (Non-Executive andNon-Remunerative in the capacity of Director) during the relevant years.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted polices and procedure for ensuing the orderly and efficientconduct of its business including adherence to the company's policies the safeguard ofits assets the prevention and detention of fraud and error the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosure.
Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 mandate that the Board shall monitor and review the Board evaluationframework. The framework include the evaluation of the Board of Directors on variousparameters the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the Working of its Audit Committee andNomination and Remuneration Committees. Board evaluation policy has posted on website ofthe Company at www.sangalpapers.com you may find. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
DIRECTOR APPOINTMENT AND REMUNERATION POLICY
The policy on directors' appointment and remuneration including criteria fordetermining qualification positive attribute and independence of a director and otherrelevant matter as required as per section 178(3) of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 The Board has on therecommendation of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Directors Senior Management and their remuneration. Remunerationpolicy has posted on website of the Company at www.sangalpapers.com you may find. Theremuneration Policy is stated in Corporate Governance Report.
DECLARATION BY THE INDEPENDENT DIRECTORS
The company received necessary declaration from each independent director under section149(7) of Companies Act 2013 that he/she meets the criteria of independency laid down insection 149 (6) of Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
FAMILIARIZATION PROGRAM AND INDEPENDENT DIRECTORS MEETING:
During the financial year as per company policy the Board of Directors of the companyconduct a separate meeting of the independent director for the purpose of evaluation ofthe Board of Directors as whole and individually and also conduct the familiarizationprogram for introduce to the Board attend an orientation program. The Details of Trainingand familiarization program are provided in the corporate governance report and alsoavailable on website (www.sangalpapers.com) of the company.
During the financial year 2016-2017 Seven (7) Board of Directors Meetings Six (6)Audit Committee Meetings Five (5) Nomination and Remuneration Committee and Four (4)Stake holder Relationship Committee were convened and held. The details of which given inthe Corporate Governance Report. The maximum interval between any two meeting of Board ofDirectors and Audit Committee did not exceed 120 days as prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMAPNY
There have been no material changes and commitments affecting the financial position ofThe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the business during thefinancial year.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and The Company's operation in future.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;
(b) They 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 fairreview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the same period;
(c) They 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) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls in the Company that are adequateand are operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate
RELATED PARTY TRANSACTIONS
Sangal Papers Limited has formulated a policy on Related Party Transaction. The same isavailable on the company website (www.sangalpapers.com). All the Related PartyTransactions are placed before the audit committee for its review on quarterly basic. Therelated party transactions have already been disclosed in the financial statements. Ifany transaction of material nature has been entered into by the Company during the yearwhich may have potential conflict with the interest of the Company mentioned in the FormAOC-2. All related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. There are anymaterially significant related party transactions made by the company with promoters keymanagerial personnel or other designated persons which may have potential conflict withinterest of the Company at large than mentioned in Form AOC-2.
All the transactions with related parties falls under the scopeof section 188(1) of theCompanies Act 2013 mentioned in Form AOC-2. Information on transactions with relatedparties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 are given in Annexure II in Form AOC-2 and form spart of thisreport.
SUBSIDIARY COMPANIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any subsidiary joint venture and associate company duringthe relevant financial year 2016-2017.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Conduct" which forms and Appendix to the Code and same is available on thecompany website (www.sangalpapers.com).
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board members and the Senior Management personnel have confirmed complianceswith the code. All management Staff were given appropriate training in this regard.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasformulated a Whistle Blower Policy to establish a vigil mechanism for directors andemployees of the Company. The purpose and objective of this Policy is to provide aframework to promote responsible and secure whistle blowing. It protects the employeeswishing to raise a concern about serious irregularities within the Company. The details ofthe Whistle Blower Policy are explained in the Corporate Governance Report and also postedon the website of the Company.
Pursuant to the provisions of section 139 of the Companies Act 2013 the rules madethereunder and that they are not disqualified in terms of Section 141 of the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 an existing audit firmcan act as auditors of a listed company for a maximum two terms of 5 consecutive years.For the purpose of reckoning this limit existing tenure of the auditors needs to becounted. Further companies have been given a transition time of 3 years from April 12014 to comply with this provision. As per the above requirement the term of Company'sauditors M/s Shiam & Co. (Registration No.: 000030C) Chartered AccountantsMuzaffernagar comes to an end with the conclusion of audit for the financial year2016-17. After conducting a detailed evaluation and based on the recommendation of AuditCommittee the Board approved the proposal for placing at the Thirty Seventh (37) AGM andthe matter of appointment of M/s Raj Sandhya & Co. Chartered Accountants(Registration No.:002011C) as statutory auditors of the Company for a term of 5 years fromthe financial year 2017-18 onwards on such terms and conditions and remuneration as may bedecided by the Audit Committee subject to the rectification of the appointment in evertyAnnual General Meeting. A resolution to that effect forms part of notice of the ThirtySeventh (37) AGM sent along with this Annual Report.
Pursuant to the provision of the section 148 (3) of Companies Act 2013 read with rule6 (2) of Companies (Cost Records and Audit) Amendment Rule 2014 (include any modificationor reenactment thereof if any) and other applicable law rules or regulations if any.Pursuant to Section 148 of the Companies Act 2013 read with the Rule 6 (2) Companies(Cost Records and Audit) Amendment Rules 2014 (include any modification or reenactment ifany) the Company appointed Mr. S. R. Kapur Cost Accountant (Membership No.:- M-4926)Add.: 278 Pakka Bagh Holi Chock Khatauli Muzaffarnagar UP-251201 for the financialyear ended 2018 with such remuneration and other term and condition as may be agree by theBoard of Directors of the Company.
Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Mangerial Personnel) Rules 2014 the Company hasappointed D. K Gupta & Co. Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureIII".
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation if any made in the Auditors' Report read together with relevant notesthereon have been explained in Notes on Account and hence do not call for any furthercomments under Section 134 of the Companies Act 2013. As required under section 204 (1)of the Companies Act 2013 the Company has obtained a secretarial audit report.Observations if any made there are self explanatory and read with Notes on Account offinancial Statement.
PREVENTION OF INSIDER TRADING:
In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company hasformulated and adopted a new Code for Prevention of Insider Trading. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation ofthe Code. All Directors and the designated employees have confirmed compliance with theCode.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT -9 is annexedherewith as "Annexure IV".
PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has adopted apolicy on Prevention of Sexual Harassment at Workplace which aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behavior. An Internal Complaints Committee ("ICC") hasbeen set up from the senior management which is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the Policy.
During the year ended March 31 2017 no complaints pertaining to sexual harassmenthave been received.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 & under regulation 21 ofthe SEBI (Listing obligations and disclosure requirements) Regulations 2015 the companyhas constituted a business risk management committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theBoards report.
On the recommendation of the Risk Management Committee the Board has adopted Riskmanagement Policy which outlines the programme implemented by the Company to ensureappropriate risk management within its system and culture. The Risk Management Policy isalso posted on the website of the Company. The Company's risk management programmecomprises of a series of processes structures and guidelines which assist the Company toidentify assess monitor and manage its business risks including material changes to itsrisk profile. To achieve this the Company has clearly defined the responsibility andauthority of the Company's Board of Directors and of the Risk Management Committee tooversee and manage the risk management programme while conferring responsibility andauthority on the Company's senior management to develop and maintain the risk managementprogramme in light of the day to day needs of the Company. Regular communication andreview of risk management practices provide the Company with important checks and balancesto ensure the efficacy of its risk management programme.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 (include any modification or amendment therof ifany) requiring particulars of the employees in receipt of remuneration in excess of RupeesOne Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month only to bedisclosed in the Report of Board of Directors are not applicable to the Company as none ofthe employees was in receipt of remuneration in excess of Rupees One Crore and Two Lakhper year and Rupees Eight lakh Fifty Thousand per month during the financial year 2016-17.
The information required under section 197 (12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure V ".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated under various regulations of the SEBI (Listingobligations and disclosure requirements) Regulations 2015.
Your Company and its Directors wish to extend their sincerest 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.
|Place : Mawana ||By Order of the Board of Directors |
| ||FOR Sangal Papers Ltd. |
|Date : 30/05/2017 ||CIN : L21015UP1980PLC005138 |
|Reg. Office : 22 Km Meerut-Mawana Road ||Himanshu Sangal |
|Mawana 250 401 Distt. Meerut (U.P.) ||Chairman & Managing Director |
|Phone : 01233- 271515 274324 ||(DIN : 00091324) |
|E-Mail : email@example.com || |