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Speciality Papers Ltd.

BSE: 502465 Sector: Industrials
NSE: N.A. ISIN Code: INE260F01011
BSE 00:00 | 04 Mar Speciality Papers Ltd
NSE 05:30 | 01 Jan Speciality Papers Ltd
OPEN 0.94
PREVIOUS CLOSE 0.94
VOLUME 824620
52-Week high 0.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.94
Buy Qty 1500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.94
CLOSE 0.94
VOLUME 824620
52-Week high 0.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.94
Buy Qty 1500.00
Sell Price 0.00
Sell Qty 0.00

Speciality Papers Ltd. (SPECIALPAPERS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 58th Annual Report together with auditedstatement of accounts of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2019 issummarized below:-

Particulars 2018-19 2017-18
Total Income 1715.65 387.37
Total Expenses 1757.37 1058.12
Profit/(Loss) before Tax (41.72) (670.75)
Less: Tax expense (350.10) (710.90)
Profit/ (Loss) after tax 308.39 40.15

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For the Company Ind AS is applicable from April 1 2017. Accordingly theseaccounts have been prepared as per Ind AS. The areas which had an impact on account oftransition to Ind AS have been reported in the notes to the financial statements.

OPERATIONAL PERFORMANCE

• Total income of your Company aggregated to Rs. 1715.65 Lakhs as compared toRs.387.37 Lakhs of previous year.

The Profit after Tax (PBT) of Rs. 308.39 Lakhs (Previous Year: Rs 40.15 Lakhs). The PBTfor current year recorded a growth of over last year.

DIVIDEND

In view of the accumulated losses the Board of Directors do not recommend any Dividendon the Equity share.

OUTLOOK FOR FINANCIAL YEAR 2018-19 AND BEYOND

We are fully convinced that the Indian economy is now placed at an exciting cusp. OurCompany is also poised for the next leap to take full advantage of the emergingopportunities. We rededicate ourselves to enhancing and enriching our environment andvalue for all our stakeholders with an even greater resolve. We are grateful for yourvaluable support and look forward to your continued encouragement in this excitingjourney. As plastic have been banned by many states across India and alternative toplastic Paper business is going to benefit the most from this. To take advantage of thiswe plan to meet various governments' officials and minsters for making them aware of usesof eco- friendly papers in routine use. We believe in coming years Paper business is goingto do really good and are hopeful that various state governments will make a policy foruses of eco-friendly papers in their respective states.

We are taking following steps to increase companies is business and profitability:-

a. Installation of tissue conversion machinery

b. Import & Export of Paper & Tissues

c. Manufacturing of Electrical Grade Insulating Paper which is also eco-friendly paper.

d. Our trading business is doing good and we plan to grow in this segment manifold. Weplan to hire many top level personals in sales & marketing department to increase thebusiness.

Our Company is planning to do business project in an effective manner the details aregiven below:

To work out to implement other new emerging technologies for the benefits of Paperindustry. We are planning to deal into one technical paper on Tissue technology in forthcoming which will be conversion of paper into tissue that will be trade in productsmentioned below:

• Food Grade Paper & Paper Packaging

• Electrical Grade Insulating Paper

Import and Export of Products.

We are fully convinced that the Indian economy is now placed at an exciting cusp. OurCompany is also poised for the next leap to take full advantage of the emergingopportunities. We rededicate ourselves to enhancing and enriching our environment andvalue for all our stakeholders with an even greater resolve. We are grateful for yourvaluable support and look forward to your continued encouragement in this excitingjourney.

DIRECTORS AND KEY MANAGENARIAL PERSONNEL:

DURING THE FINANCIAL YEAR UNDER REVIEW:

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 SEBI (LODR) 2015.

Mr. Dayaram Ramdular Sharma Jain 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.

Mr. Hiren Boricha is being appointed as Additional Director of the company and alsodesignated as NonExecutive Director on 06th June 2019.

Mr. Tanil Mafatlal Shah is being appointed as Additional Director of the company andalso designated as Non- Executive Director on 11th June 2018.

Mrs. Bhakti Jayesh Thakkar is being appointed as Additional Director of the company andalso designated as Non- Executive Director on 11th June 2018.

Miss CS Preeti Agarwal as Company Secretary cum Compliance Officer on 23th April 2019.INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Act stating that they meetthe criteria of independence as provided in section 149(6).

STATUTORY AUDITORS:

During the year Agarwal Sanganeria & Co. reappointed as the Statutory Auditors ofthe Company 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 their re-appointment if made would be in accordance with the provisions of section 139(2) andsection 142(1) of the Companies Act 2013.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has internal control systems commensurate with the size scale andcomplexity of its business operations. The scope and functions of internal auditor aredefined and reviewed by the Audit committee. The internal auditor reports to the Chairmanof the Audit Committee. Internal Auditors presents their quarterly report to the AuditCommittee highlighting various observations system and procedure lapses and correctiveactions are taken. The internal auditor also assesses opportunities for improvement ofbusiness processes systems and controls to provide recommendations which can add valueto the organization and it also follows up on the implementation of corrective actions andprocesses. The Management Auditor also ensures the compliance of the observations ofinternal and statutory auditors and presents his report to the Audit Committee.

MEETINGS OF BOARD AND COMMITTEES OF THE BOARD

During the financial year under review Nine (9) Meetings of Board; Four (4) Meetingsof Audit Committee; Four (4) Stakeholders Relationship Committee ; One (1) Meetings ofNomination & Remuneration Committee.

Board/ Committee Meeting dates:

Board Meetings 2018: 30th May 11th June 13th August 19th September 13th October 30th October 26th November
2019: 14th February 30th March.
Audit Committee Meetings 2018: 30th May 11th June19th September 8th October
2019 : 1st February
Stakeholders Relationship Committee 2018: 30th May 11th June 13th August 11th October
2019: 1st February.
Nomination & Remuneration Committee 2018: 30th May 11th June19th September 11th October
2019 : 2nd February
Risk Management Committee 2018: 30th May 11th June 13th August
2019: 2nd February 2019

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sections 134 (3) (c) and 134 (5) of Companies Act 2013 for the year ended31st March 2019 based on controls and compliance systems established and maintained byCompany reports by internal statutory cost and secretarial auditors and externalconsultant(s); reviews performed by management and relevant Board Committees includingAudit Committee Board is of opinion that your Company's controls were adequate andeffective during financial year 2018-19. Accordingly Board of Directors to the best oftheir knowledge and ability confirm that:

(a) In preparation of annual accounts applicable accounting standards have beenfollowed and that there are no material departures;

(b) In selection of accounting policies Directors have consulted statutory auditorsand have applied policies consistently made judgments and estimates that are reasonableand prudent so as to give a true and fair view of state of affairs of Company at the endof financial year and of the profit of Company for that period;

(c) Directors have taken proper and sufficient care to the best of their knowledge andability for maintenance of adequate accounting records in accordance with provisions ofCompanies Act 2013 for safeguarding the assets of Company and for preventing detectingfraud and other irregularities;

(d) Directors have prepared annual accounts on a going concern basis;

(e) Directors had laid down Internal Financial Controls (IFC) to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively ;and

(f) Directors have devised proper systems to ensure compliance with provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGING DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the SEBI (LODR) 2015 is annexedand forming part of the Annual Report.

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.

RELATED PARTY TRANSACTIONS :

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board and Disclosures on related party transactions areset out in Note No. 26 to the financial statements.

AUDIT COMMITTEE:

According to the provisions of Section 177 of the Companies Act 2013 and Rule 6 and 7of Companies (Meetings of Board and its powers) Rules 2014 and Regulation 18 of SEBI(LODR) 2015 every listed Company and some other categories of companies need toconstitute an 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.

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 OF 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.

POLICIES

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 SEBI (LODR) 2015 to deal with instances offraud and mismanagement if any. The vigil mechanism/Whistle Blower Policy is uploaded onthe Company's website.

REMUNERATION POLICY

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 OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) 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.

ACKNOWLEDGEMENT:

Your Company has not been able to perform so extensively well in a challenging year butwill continue to maintain its quality standards in forthcoming future. It has also beenimproving the quality 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 LTD
Sd/-
Place: Mumbai TANIL M. SHAH
Date: 27.07.2019 Director

.