Your directors are pleased to present before you the Fifty-first Annual Report alongwith the Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2021.
The Company's financial performance for the year ended on March 312021 is summarizedbelow:
| || |
(INR in millions)
| || |
For the year ended
| ||31/03/2021 ||31/03/2020 |
|Revenue from operations ||1185.25 ||1176.08 |
|Profit before taxation ||357.97 ||333.67 |
|Tax expense ||87.27 ||88.25 |
|Total comprehensive income for the year ||272.46 ||242.87 |
|Earnings Per Share (EPS) (In rupees) ||61.66 ||55.90 |
There were no material changes and commitments affecting the financial position of theCompany which have occurred since the end of the financial year.
In the last month of FY 2019/2020 the Covid-19 pandemic developed rapidly into aglobal crisis forcing government to enforce lockdowns of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers.
However the operations of the Company remained suspended for about a month due tolockdown in the region towards the starting of financial year and were normalized duringMay 2020 resulting in loss of production during April & May 2020 in the financialyear under review.
Also during the current financial year the country is being impacted by the secondwave of Covid-19 since April 2021. Many States have imposed lockdowns and other similarmeasures in various cities to curb the spread of Covid-19 in their region. This isimpacting the overall business scenario as many markets educational institutions etc.are closed. This may impact the year 2021/22 in our planned production and sales.
The Company endeavors to make dividend payout in such a way so that it results incapital appreciation for shareholders and also that the long term growth objectives of theCompany can be met through internal accruals as and when the need arises.
Accordingly the Directors are recommending for your approval payment of dividend @50% i.e. of Rs.5/- per equity share of Rs.10/- each fully paid-up for the year ended 31stMarch 2021 aggregating to Rs.21.96 million. The dividend if approved at the AnnualGeneral Meeting would be paid to the eligible members subject to TDS at applicablerates within the stipulated time.
During the year under review the Board of Directors approved the appointment of Dr.Deepti Gupta as an Independent Woman Director' with effect from 30thJuly 2020 subject to approval by shareholders of the Company. Subsequently herappointment as an Independent Woman Director' effective from 30th July2020 has also been approved by shareholders of the Company at the AGM held on 30thSeptember 2020 in accordance with the provision of the Companies Act 2013 for aninitial period of five years.
Further Mr. Ravinder Nath shall be retiring by rotation at the forthcoming AnnualGeneral Meeting (AGM) and being eligible offers himself for reappointment.
In Compliance with the requirements of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (here-in-after referred to asListing Regulations') brief resume expertise and details of other directorshipsmembership in committees of other companies and shareholding in the Company of directorwho is proposed to be reappointed are as under:
|Name of the Director ||Mr. Ravinder Nath |
|DIN ||00062186 |
|Age in years ||76 years |
|Date of initial Appointment in the Company ||24th October 1998 |
|Expertise in Special Functional Areas ||Legal |
|Qualification ||B.Com (Hons.) LLB International Law London |
|Directorships held in other companies in India as on 31/03/2021 ||1. Kanoria Chemicals & Industries Limited |
| ||2. Somany Ceramics Limited |
| ||3. Kadimi Construction Private Limited |
| ||4. Knowcross Solutions Private Limited |
| ||5. LEGO India Private Limited |
| ||6. Jay Dee Ess Leasing Company Private Limited |
|Membership of committees of other companies in which he is a Director as on 31/03/2021 ||NRC - Kanoria Chemicals Limited CSR Committee - Somany Ceramics Limited |
|No. of shares held in the Company (Including those held by relatives) ||Nil |
None of the Directors of the Company have any inter-se relationship with each other.
TRANSFER TO RESERVES
For the year under review Company has added the entire available surplus to thebrought forward balance in "Statement of Profit and Loss" without making anytransfer to the general reserve.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company neither gave any loans or guarantee nor madeany investments in terms of provisions of Section 186 of the Companies Act 2013.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the FinancialYear 2020/21.
The Company is in the process of its capacity enhancement which is likely to result inimprovement in quality productivity and customer satisfaction in coming years. Howeverthe commissioning of equipment is delayed due to inability of visit by foreign technicalteam on site owing to Covid-19 pandemic.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern' status of the Company and itsfuture operations. However members' attention is drawn to the details about ContingentLiabilities and Commitments appearing in the Notes forming part of the FinancialStatements.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of Companies Act 2013 and Regulation 23 of ListingRegulations' the Company has formulated a Policy on Related Party Transaction to ensuretransparency in transactions between the Company and the related parties. The said Policyis available at link of Company Policies' on Investor Corner' page on theCompany's website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited_Investors-Corner. htm
During the year under review there were no material transactions as defined under theprovisions of Listing Regulations' between the Company and related parties. Alltransactions with related parties were carried out in the ordinary course of business atarms' length basis and details of such transactions are mentioned in notes attached to thefinancial statements appearing elsewhere in the Annual Report. Further Form AOC-2containing the necessary disclosure in this regard is attached as Annexure - I and formsan integral part of this report.
The observations of statutory auditors are self-explanatory and therefore do not callfor any further comments.
A. Statutory Auditors - During the year under review M/s B S R & Co. LLPChartered Accountants carried out the Statutory Audit exercise and submitted theirreport.
B. Internal Auditors - During the year under review M/s Lodha & Co. CharteredAccountants carried out the Internal Audit exercise and submitted their report.
C. Secretarial Auditors - During the year under review M/s P.C. Jain & Co.Company Secretaries carried out the Secretarial Audit and submitted their report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) and 134(5) the Board of Directors to the best of theirknowledge and ability confirm that:
1. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and are prudent so as to give a true& fair view of the state of affairs of the Company at the end of the Financial Yearand of the profits of the Company for the period;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities;
4. the Directors have prepared the Annual Accounts on a going concern' basis;
5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating efficiently;and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board confirms that there exists a structure in the Company to identify assessevaluate and mitigate various types of risks w.r.t. the operations of the Company. In viewof the Board none of the elements of any such risk threaten the existence of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of Companies Act 2013 and Regulation 16 of the ListingRegulations'.
The Board of Directors has laid down a Code of Conduct to be followed by all theDirectors and members of Senior Management of your Company. The Board of Directorssupports the principles of Corporate Governance and lays strong emphasis on transparencyaccountability and integrity.
A Report on Corporate Governance along with required Certificate from a CompanySecretary in Practice pursuant to requirements of the Listing Regulations has beenincluded in this Report separately. In terms of Regulation 17(8) of the ListingRegulations a Certificate of CEO & CFO is also provided to the Board.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read along with Rule8 of Companies (Accounts) Rules 2014 is given in Annexure - II.
BUSINESS RESPONSIBILITY REPORT
As the Company is not falling under the top-1000 listed entities based on marketcapitalization as at 31/03/2021 the provisions of regulation 34(2)(f) of the ListingRegulations pertaining to the Business Responsibility Report (BRR) are not applicable.
The Company has neither invited nor accepted any deposits from public during the yearunder review. Accordingly there are no unclaimed or unpaid deposits lying with theCompany for the year under review.
PARTICULARS OF EMPLOYEES
Particulars required to be disclosed in pursuance of the provisions of Section 197read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure - III.
REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Outline of CSR Policy including overview of projects or programs undertaken duringthe year ended 31st March 2021: Corporate Social Responsibility (CSR) is theintegration of business operations & its values in relation to betterment of society.To achieve this integration of interests of all stakeholders the Company had contributedrequisite sums towards fulfilling its CSR obligations by providing financial aid to someNGOs involved in the field of promoting education and healthcare - especially for thebenefit of those belonging to socially and economically backward strata of society.
The CSR Policy and the report can be accessed at link of Company Policies' onInvestor Corner' page on the Company's website athttp://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited_Investors-Corner.htm
2. Composition: The CSR Committee presently comprises of four directors three of whomare Non-Executive Directors.
|Sr. No. ||Name & Designation of the Director in the Committee ||Category |
|1 ||Mr. Benno Edmund Morlock Chairman ||Non-Executive & Non-Independent Director |
|2 ||Mr. Ravinder Nath Member ||Non-Executive & Non-Independent Director |
|3 ||Mr. S.K. Nagpal Member ||Non-Executive & Independent Director |
|4 ||Mr. R. Krishna Kumar Member ||Executive & Non-Independent Director |
3. Average Net Profit of the Company for the last three financial years is Rs.316.05million.
4. CSR Expenditure i.e. two percent of Average Net profit for last three financialyears is Rs.6.32 million.
5. Details of CSR spent during the financial year:
a. Total amount to be spent for the financial year: Rs.6.32 million.
b. Amount unspent if any: Not Applicable
c. Manner in which the amount spent during the financial year is detailed below:
| || || || || || || ||(Amount INR in million) |
|(1) ||(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) |
|Sr. No. ||CSR project or activity identified ||Sector in which project is covered ||Projects or programs: (1) Local Area or other (2) Specify the state and district where projects or programs were undertaken ||Amount outlay (budget) projects or programs- wise ||Amount spent on the projects or programs. Sub-heads: (1) Direct expenditure on projects and programs (2) Overheads ||Cumulative expenditure up to the reporting period ||Amount spent through implementing agency or direct |
|1. ||Providing medical equipment at a charitable hospital ||Promoting Health Care ||Locally (Palwal Haryana) ||4.563 ||4.563 (Direct) ||4.563 ||Association for Blindness & Leprosy Eradication (Able Charities) |
|2. ||Setting up of Mini Science Centre and providing certain IT equipment in some schools ||Promoting Education ||Locally (Faridabad Haryana) ||1.757 ||1.757 (Direct) ||1.757 ||World Vision India |
| ||TOTAL || || ||6.320 ||6.320 ||6.320 || |
6. In case the Company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the Company shall provide reasons fornot spending the amount in its Board Report: Not Applicable
7. A responsibility statement by CSR Committee of the Board: We hereby state that theimplementation and monitoring of CSR policy is in compliance with CSR objectives andpolicy of the Company.
|- Sd/- ||- Sd/- |
|Benno Edmund Morlock ||R. Krishna Kumar |
|Chairman of the CSR Committee ||Managing Director |
|(DIN: 08276536) ||(DIN: 05344619) |
ANNUAL EVALUATION BY THE BOARD
The Board has carried out the annual evaluation of its own performance of each of itsCommittee and of all individual Directors as required under the provisions of Section134(3)(p) of the Companies Act 2013 and the applicable provisions of Listing Regulations.The manner in which such performance evaluation exercise was carried out is given below:
The Nomination and Remuneration Committee (NRC) carries out the evaluation process atinitial stage followed by evaluation by Board. The performance evaluation framework is inplace to seek the response of each Director on the evaluation of the entire Board andIndividual Directors on defined parameters.
The criteria of evaluation of Board as well as that of its each Committee; andindividual Directors including the Chairman of the Board; as defined by NRC in thisregard includes attendance and contribution of each Director at the meetings orotherwise independent judgment adherence to code of conduct and business ethicsmonitoring of regulatory compliance risk management and review of internal controlsystem etc.
The performance of the Board and Individual Directors was also evaluated by the Boardseeking inputs from all Directors on aforesaid parameters. The performance of Committeeswas evaluated by the Board seeking inputs from concerned Committee Members. A separatemeeting of the Independent Directors was also held to review the performance ofNon-Independent Directors; performance of the Board as a whole and performance of theChairman of the Company taking into account the views of Executive as well asNon-Executive Directors.
PREVENTION OF SEXUAL HARASSMENT CASES
As required under the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with rules made thereunder theCompany has constituted an "Internal Complaints Committee" which is responsiblefor redressal of complaints related to sexual harassment. The necessary disclosure interms of requirements of Listing Regulations in this regard is given below:
a) Number of complaints filed during the financial year - Nil
b) Number of complaints disposed of during the financial year - Nil
c) Number of complaints pending as on end of financial year - Nil
NUMBER OF MEETINGS OF THE BOARD
During the year under review four meetings were convened and held. Details ofcomposition of Board and its committees and of the meetings held attendance of theDirectors and other relevant details are provided in the Corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and Listing Regulations; and the circulars issued by MCA & SEBI inthis regard.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has originally constituted its Remuneration Committee on 31stJanuary 2002 as part of good corporate governance practice. The current policy is toensure that appropriate and suitable members are appointed on the Board of the Company andthat the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors and meets appropriate benchmarks.
The Nomination & Remuneration Committee at its sole discretion considers theintegrity qualification expertise and experience of the person for appointment as aDirector and then recommends to the Board of his/her appointment.
Executive Director/Managing Director/Whole-time Director: They shall bepaid remuneration comprising of several components (including fixed as well as variable)decided and approved by the Board from time to time on recommendation of the Committee.Such remuneration is determined according to industry standards experience laws andregulations prevailing market conditions and the scale of Company's business relating tothe position.
Other Directors: The Company remunerates its Non-Executive Indiandirectors by way of Sitting Fees for attending meetings of the Board and/or any Committeethereof as may be decided by the Board from time to time subject to the maximum amount asmay be prescribed by the Central Government in this regard.
The policy is available at Company Policies' link on Investors Corner' pageat Company's website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited_Investors-Corner.htm
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s PC. Jain & Co. Company Secretaries to undertake the Secretarial Auditof the Company. The Report of the Secretarial Audit is annexed as Annexure - IV.
The Secretarial Audit Report does not contain any qualification observation or otheradverse remarks.
FRAUDS REPORTED BY THE AUDITORS
None of the auditors - Statutory Secretarial or Internal - have reported any incidentof fraud to the Audit Committee/Board of Directors in their respective report for theperiods reviewed by them.
The Company has complied with the applicable Secretarial Standards as amended fromtime-to-time.
SUBSIDIARY COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES
The Company neither has any subsidiary joint venture or associate company; nor has anyCompany become or ceased to be its subsidiary joint venture or associate company duringthe year.
As required under the provisions of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 a copy of the relevant Annual Return would be made available atInvestor Relations' link on the Investors Corner' page of Company's website athttp://voith.com/ind-en/ Voith-Paper-Fabrics-India-Limited_Investors-Corner.htm
PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
The Company did not become insolvent; hence there is no application or proceedingspending under Insolvency and Bankruptcy Code 2016 during the financial year underreview.
VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
The Company has not taken any loan from the Banks or Financial Institutions during theyear under review.
The Board wishes to place on record its appreciation for the untiring efforts &contributions of all the employees of the Company and for the trust & support of allother stakeholders associated with the Company. The Board expects to continue to receivethe same in future also.
| ||For and on behalf of the Board of Directors |
| ||Ravinder Nath ||R. Krishna Kumar |
|Date : 14th June 2021 ||(DIN: 00062186) ||(DIN: 05344619) |
|Place : Faridabad ||Director ||Managing Director |