West Coast Paper Mills Ltd.
|BSE: 500444||Sector: Industrials|
|NSE: WSTCSTPAPR||ISIN Code: INE976A01021|
|BSE 00:00 | 29 Sep||498.60||
|NSE 00:00 | 29 Sep||497.00||
|Mkt Cap.(Rs cr)||3,293|
|Mkt Cap.(Rs cr)||3293.25|
West Coast Paper Mills Ltd. (WSTCSTPAPR) - Director Report
Company director report
Your Directors are pleased to present the 67th Annual Report of yourcompany together with the audited financial statements for the year ended 31st March2022.
Financial Results of the Company for the year under review along withthe figures for previous year are as follows:
Your Directors are pleased to recommend a dividend of Rs 6/- per equityshare (300%) for the financial year 2021-22 subject to shareholder's approval at theforthcoming Annual General Meeting.
The performance of the Company during the year under review has beenbetter compared to previous year. The improved performance has been due to good demandalong with better product mix improved operating parameters and reduction in financecost. This is despite significant increase in major input cost i.e. chemicals coal andfurnace oil and higher employee cost.
The Company shall continue to focus on improving operating efficienciesand minimizing cost for better financial performance.
DIVISION WISE PERFORMANCE:
PAPER AND PAPERBOARD DIVISION DANDELI
The production of Paper and Paperboard was 296785 MT (93 % capacityutilization) during the year against 229017 MT in the last year (72% capacity utilization)i.e. higher by 67768 MT. The Sale of Paper and Paperboard was 303715 MT during the yearagainst 234667 MT in the last year i.e. higher by 69048 MT. Turnover during the year wasRs 1858 Crores as against Rs 1281 Crores in the last year i.e. higher by Rs 577 Crores.The EBITDA margin was 21.46 % during the year.
CABLE DIVISION MYSORE
The Production of Optical Fibre Cable was 63630 Kms during the yearagainst 54396 Kms in last year thereby higher production by 9234 Kms. The Sale of OpticalFibre Cable was 63470 Kms during the year as against 54982 Kms in the last year i.e.higher by 8488 Kms. The Turnover was Rs 111 Crores during the year as against Rs 81 Croresin the last year i.e. higher by Rs 30 Crores due to substantial increase in the customerbase. The EBITDA margin was 3.82 % during the year.
Export of Paper and Paperboard in foreign currency during the year was3606 MT worth Rs 21 Crores (FOB) as against 2038 MT worth Rs 12 Crores (FOB) in the lastyear. Similarly Cable worth Rs 10 Crores (FOB) was exported during the year as against Rs4 Crores in the last year.
Company is continuously working by phase wise investment at PaperDivision Dandeli for improving paper quality produce new speciality products andreduction of usage of steam power chemical water and also minimize the breakdown ofmachines.
Additionally the Company's Cable Division is planning to enter intolong term agreements with various Telcos which would help us to grow the cable business.There is a plan to substantially increase the footprint in export market as well. We haveventured into Ribbon & FTTH cables.
MEETINGS OF THE BOARD:
During the year under review Four Board Meetings were held and detailsthereof are mentioned in the Report on Corporate Governance forms a part of this report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of Section 178 is as below:
Appointment policy for Independent Directors Key Managerial Personnel& Senior Executives is as under-
(A) Independent Directors:
Independent Directors are appointed based on the criteria mentionedunder Section 149(6) of the Companies Act 2013 and in accordance with other applicableprovisions of the Companies Act 2013 Rules made there under recommendation ofNomination and Remuneration Committee & Listing Agreements entered with StockExchanges.
(B) Key Managerial Personnel (KMP):
KMP are appointed by the resolution of the Board of Directors of theCompany based on the qualification experience and exposure in the prescribed fields.Removal of the KMP are done by the resolution of the Board of Directors of the Company.Appointment/Removal is in accordance with provisions of the Companies Act 2013 and Rulesmade there under recommendation of Nomination and Remuneration Committee & ListingAgreements entered with Stock Exchanges.
(C) Senior Executives:
Senior Executives are appointed by the Chairman & Managing Directorand/or Executive Director of the Company based on their qualification experience &exposure. Removal of the Senior Executive is also done by Chairman & Managing Directorand/or Executive Director. Further appointment & removal are noted by the Board asrequired under clause 8(3) of Companies (Meetings of the Board and its Powers) Rules2014.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:
Criteria for performance evaluation of Independent Directors asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed herewith forms a part of this report.
The requisite details as per Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith forms a part of thisreport.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement as required under Section134(5) of the Companies Act 2013 is annexed herewith forms a part of this report.
DIRECTORS AND KMP:
Retirement after Second Term
Shri Amitav Kothari and Shri P.N.Kapadia Independent Directors of theCompany were retired from the services of the Company after completing their second termson 11.02.2022 and 29.05.2022 respectively.
Retirement by Rotation
Shri Rajendra Jain (DIN: 07250797) will retire from the office byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Shri Ashok Kumar Garg (DIN: 07633091) has been appointed as IndependentDirector by postal ballot dated 12.04.2022 and Shri Vinod Balmukand Agarwala(DIN:01725158) has been appointed as Additional Independent Director of the Company at themeeting of the Board of Directors held on 26th May 2022 and Notice of ensuing AnnualGeneral Meeting includes the proposal for appointment as Independent Director.
There is no re-appointment of Director and KMP.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directorsunder Section 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of meeting thecriteria of independence provided under Section 149(6) of the Companies Act 2013 andclause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations2015.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the Directorindividually as well as the evaluation of the working of its Committees. The manner ofevaluation has been explained in the Corporate Governance Report.
Pursuant to Regulation 25(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has framed a policy to familiarizethe Independent Directors about the Company. The Policy is available on the website of theCompany: www.westcoastpaper.com.
RELATED PARTY DISCLOSURE AND TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of businessin the compliance of applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons. The Details of related party disclosure and transaction as required by theAccounting Standards read with Section 134(3)(h) have been made in the notes to theFinancial Statements.
The Policy on related party transaction and its materiality as approvedby the Board is uploaded on the Company's website: www.westcoastpaper.com.
Pursuant to the provisions of Section 92(3) of the Companies Act 2013a copy of Annual Return is available at the weblink :http://www.westcoastpaper.com/investors/.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION & FOREIGN EXCHANGE EARNING/OUTGO:>
The information required under Section 134(3)(m) of the Companies Act2013 is annexed herewith forms a part of this report. CORPORATE SOCIAL RESPONSIBILITY:
The Company has framed a Corporate Social Responsibility (CSR) Policyas required under Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 to oversee the CSR activitiesinitiated by the Company and the policy may be accessed on the Company's website.
Annual Report on CSR activities undertaken by the Company during thefinancial year ended on 31st March 2022 in the prescribed format is attached and forms apart of this report.
MANAGEMENT'S DISCUSSION AND ANALYSIS :
A comprehensive Management's Discussion and Analysis Report asrequired under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed herewith forms a part of this report.
Pursuant to Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Corporate Governance Report is annexed herewith forms apart of this report.
A certificate from the auditors of the Company regarding compliance ofthe conditions of Corporate Governance as stipulated in Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached herewith forms apart of this report.
The Company is complying with Regulations of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 with regard to Corporate Governance andreports to that effect are being regularly filed with the Stock Exchanges. The Company hasobtained declaration from the Directors and Senior Management Personnel of the Company forcompliance of Code of Conduct and the Certificate from CEO/CFO was placed before the Boardof Directors at the meeting held on 10th February 2022.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied applicable Secretarial Standards issued by theICSI under Section 118 of the Companies Act 2013.
REPORTING OF FRAUDS:
Auditors of the Company have not reported any fraud as specified underthe 2nd proviso to Section 143(12) of the Companies Act 2013.
The paid-up Equity Share Capital as on 31st March 2022 was Rs 1320.98lakhs comprising of 66048908 Equity Shares of Rs 2/-each. During the year under reviewthe Company has not issued any further shares to the members or general public.
Yours Company has not invited or accepted any deposits during thefinancial year ended on 31st March 2022 under section 73 of the Companies Act 2013 andrules made thereunder.
Non-Convertible Debentures were fully redeemed on 18.01.2022 beforematurity through Call Notice. Details of NCDs are given in the Corporate Governance Reportis annexed herewith forms a part of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of Loans Guarantees and Investments cover under the provisionsof Section 186 of the Companies Act 2013 are given in the notes to the FinancialStatements.
BUSINESS RESPONSIBILITY REPORT (BRR)
Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Business Responsibility Report for thefinancial year ended on 31st March 2022 is annexed herewith forms a part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Vigil Mechanism of the Company incorporates a policy underRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014 provide themechanism for Employees and Directors of the Company to approach the Executive Directorand the Chairman of the Audit Committee of the Board. Protected disclosures can be made bya Whistle Blower by means of e-mail or telephone or letter to the Executive Director or tothe Chairman of the Audit Committee. The policy on Vigil Mechanism/Whistle Blower may beaccessed on the Company's website.
Pursuant to provisions of Section 134(3)(n) of the Companies Act 2013and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted the Risk Management Committee and laid downa framework to inform the Board about the particulars of Risks Identification Assessmentand Minimization Procedures. In the opinion of the Board there is no such risk whichmay threaten the existence of the Company.
DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Details required under the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013 and the Companies (Accounts) AmendmentRules 2018 covered in the report of Corporate Governance forms a part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
During the financial year ended on 31st March 2022 there were nosignificant and material orders passed by the Regulators or Courts which would impact thestatus of the Company and its future operations.
The Notes on Accounts and the observations of the Auditors in theirReport on the Accounts of the Company are self explanatory and in the opinion of theDirectors do not call for any clarifications.
a. Statutory Auditors and their Report
M/s Singhi & Co. Chartered Accountants Kolkata appointed asStatutory Auditors at the 62nd Annual General Meeting of the Company pursuant to theprovision of rotation under Section 139 and 141 of the Companies Act 2013 and rule 7 ofthe Companies (Audit and Auditors) Rules 2014 for a period of 5 consecutive years endingon 31.03.2022 and consent of the members accorded at the 63rd Annual General Meeting heldon 22nd August 2018 to continue the appointment thereof as the Auditors of the Companyfor the remaining term without any further ratification by the shareholders pursuant tothe amended provisions of Section 139 of the Companies Act 2013 and Rules made thereunder notified by Ministry of Corporate Affairs as on 07.05.2018. The observations of theAuditors in their report for the financial year 2021-22 on Accounts and the FinancialStatements read with the relevant notes are self explanatory.
b. Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013the Board of Directors appointed Shri Naman Joshi Bangalore practicing Company Secretaryas Secretarial Auditor to carry out Secretarial Audit of the records maintained by theCompany for the financial year 2021-22. The Report given by him for the said financialyear in the prescribed form No: MR 3 is annexed to this report.
c. Cost Auditor and Cost Audit Report
Pursuant to the provisions of Section 148(1) of the Companies Act 2013and revised order of the Central Government dated 31.12.2014 the Company has maintainedcost accounts and records. The Cost Audit for the financial year ended on 31st March 2021was conducted by Shri Umesh Kini Cost Accountant Sirsi and as required Cost AuditReport was duly filed with Ministry of Corporate Government of India. The Audit of theCost Records for the financial year ended on 31st March 2022 is being conducted by thesaid Cost Auditor and Report will be filed with the Ministry of Corporate AffairsGovernment of India.
INTERNAL CONTROL SYSTEM:
There are adequate internal control procedures commensurate with thesize of the Company and nature of its business for the purchase of inputs availing ofservices fixed assets for the sale of goods and providing of services. Full-fledgedInternal Audit department carries out pre and post audit of all significant transactionsthroughout the year. Company has also appointed M/s S. S. Kothari Mehta & Co.Chartered Accountants New Delhi (outsourced) as Internal Auditor. Based on the AnnualInternal Audit programme as approved by Audit Committee of Board regular internal auditsare conducted. Findings are placed before Audit Committee which reviews and discuss theactions taken with the Management.
Industrial Relations remained peaceful and cordial throughout the yearunder review. Your company value the long association of employees including contractorsand their workmen to sustain industrial harmony and create a positive work environment.The Company has entered into a tripartite long-term wage revision settlement with JointNegotiation Committee of Unions on 16.09.2021 for the period from 01.01.2019 to31.12.2022.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared by the Companyin accordance with the applicable Accounting Standards. The Audited Consolidated FinancialStatements together with Auditors' Report forms a part of this report.
A Report on the performance and financial position of wholly ownedsubsidiary Company (West Coast Opticable Limited)
and listed subsidiary Company (Andhra Paper Limited) for the financialyear ended 31.03.2022 included in the Consolidated Financial Statements is presented inthe separate section AOC-1 forms a part of this report.
Pursuant to the provisions under Section 136 of the Companies Act 2013the financial statements including consolidated financial statements along with relevantdocuments and separate Audited Accounts of the subsidiary companies are available at theCompany's website.
Your Directors would like to express their sincere appreciation andthanks to the Central and State Governments Banks Financial Institutions CustomersSuppliers and Shareholders for their continued support and co-operation.
Your Directors take the opportunity to place on record their deepappreciation of the committed services rendered by the employees of the Company who havecontributed significantly towards Company's performance and growth.