The Shareholders of Speciality Papers Limited
The Directors have pleasure in submitting their 56th Annual Report on thebusiness and operations of the Company along with the Audited Balance Sheet and Profit& Loss Accounts for the year ended 3Jst March 2017.
| || ||(Rs. In Lacs) |
|Particulars ||Current Year 31/03/2017 ||Previous Year 31/03/2016 |
|Sales & other Income ||12.87 ||13.64 |
|Profit/ (Loss) before Interest & Depreciation ||(1819.39) ||(32.85) |
|Less: Interest ||- ||- |
|Less: Depreciation ||47.44 ||250.13 |
|Net Profit / (Loss) for the year before Taxation ||(1866.83) ||(282.99) |
|Less: Provision for Taxation ||- ||- |
|Net Profit / (Loss) after Deferred Tax ||(1866.83) ||(282.99) |
Keeping in view the losses incurred during the year by the Company Your Directors donot recommend any Dividend for the year ended on 31st March 2017.
Review of Oneration:
The year under review was overall not satisfactory year for the Company. The companyhas achieved gross Sales of Rs 4.50 Lacs as against Rs 4.89 Lacs in the previous year andincurred a loss of Rs 1866.83 lacs against the loss of Rs 282.99 lacs of the correspondingprevious year.
Pollution -Control Safety And Environmental Protection
The Company is very much concerned for the safety of men and machines. The preservationof the environment in and around the manufacturing plants has always received highsignificance in all over corporate decisions.
The Board consists of Executive and Non- Executive Director including independentdirector who have wide and varied experience in different disciplines of corporatefunctioning. The Composition of the Board of Directors has been constituted as per theprovisions of Clause 49 of the Listing Agreement.
Mrs. Urmila N Gala who was appointed as a Director of the Company in the Board meetingheld on 13th Feb 2017 is being proposed to be re- appointed as a Directorliable to retire by rotation upon the notice received in writing signifying her intentionto propose the said director as candidate for the Office of Directors.
Kev Managerial Personnel;
Mr. Nemchand Gala Chief Compliance Officer of the Company was appointed as KeyManagerial Personnel during the Financial Year 2016-17 in accordance with the Section 203of the Companies Act 2013.
During the year M/S.JAMES SHAH & CO reappointed as the Statutory Auditors of theCompany to hold office from annual general meeting till the conclusion of next AnnualGeneral Meeting.
The Company has received a certificate from the auditors to the effect that theirre-appointment if made would be in accordance with the provisions of section 139(2) andsection 142(1) of the Companies Act 2013.
Directors' Responsibility Statement;
In accordance with the provisions of section 134 (3)(C') of the Companies Act 2013your directors state that:-
In the preparation of accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the Company as at the end of 31 st March 2017 and the profit of the Companyfor the year ended on that date.
Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities.
The annual accounts of the Company have been prepared on a going concern basis.
Your Company is committed to good Corporate Governance Practices and is regularcompliant with all the applicable provisions of Companies Act 2013 and Clause 49 ofListing Agreement following to the guidelines prescribed by the SEBI and Bombay StockExchanges from time to time. The Company has implemented all of its major stipulations asapplicable to the Company. Report on Corporate Governance is annexed to and forming partof the Directors' Report.
Managing Discussion and Analysis:
A Management discussion and Analysis as required under the Clause 49 of the ListingAgreement is annexed and forming part of the Annual Report.
CtfnservaJLtoa of Energy. Research and Development Technology Absorptions and ForeignExchange Earnings and Outgo;
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given as per 'AnnexureA' and forms part of the Directors' Report.
DEMAT of Shares
As on date about 86.08% shares of the Company have been dematerialized and the Companysolicits co-operation from its investors to have their holdings converted in DEMAT form toprovide them better liquidity in future.
Particulars of Employees;
During the year under review no employee of the Company was entitled to theremuneration exceeding the sum prescribed under section 197 of the Companies Act 2013read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and no other provision of the aforesaid section are applicable to the Companyfor the financial year under review.
According to the provisions of Section 177 of the Companies Act 2013 and Rule 6 and 7of Companies (Meetings of Board and it's powers) Rules 2014 and Clause 49 of the listingagreement every listed Company and some other categories of companies need to constitutean Audit Committee consisting of the members of the Board.
The important role of the Audit Committee is to support the Board of Directors in itssurveillance and control duties. The most important of these duties is to ensure thatgenerally accepted accounting principles are properly applied and to check that theinternal control systems used when drawing up the individual and consolidated AnnualAccounts are adequate and complete.
Corporate-Social Responsibility (CSRi;
Social welfare and community development is at the core of the Speciality's CSRphilosophy and this continues to be a top priority. The Company's contributions to thecommunity are in the areas of recycling of papers and assistance in the event of a naturaldisaster and contributions to other social development organizations
Fixed Deposits :
The Company has not invited and accepted any Fixed Deposits from the public within themeaning of with Section 73 and 74 of the Companies Act 2013 read with Rule8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 hence disclosure required underabove rule not applicable to the Company.
Extract Qf Annual Return;
The details forming part of the extract of the Annual Return in form MGT 9 is annexedas Annexure- A to the Directors' Report.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance withSection 177(9) of the Companies Act 2013 and Clause 49 of the Listing Agreement to dealwith instances of fraud and mismanagement if any. The vigil mechanism/Whistle BlowerPolicy is uploaded on the Company's website.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Extract of Remuneration Policy is annexed as Annexure- to theCorporate Governance Report.
Sexual Harassment Qf Women At Workplace (Prevention Prohibition And Redrcssal) Act2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every Company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. A policy for prevention of Sexual Harassment of Womenat workplace and setting up of the Committee for implementation of said policy is underreview and consideration.
Your Company not performed so extensively well in a challenging year but will continueto maintain its quality standards in forthcoming future. It has also been improving thequality and cost benchmarks and continues to build shareholder value.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and governmental authorities. Your Directors also thank the employeesat all levels who through their dedication co-operation support and smart work haveenabled the Company to achieve rapid growth.
| ||For Speciality Papers Limited |
|Place: Mumbai ||NEMCHAND J. GALA |
|Date: 30/05/2017 ||Chairman and Managing Director |