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West Coast Paper Mills Ltd.

BSE: 500444 Sector: Industrials
NSE: WSTCSTPAPR ISIN Code: INE976A01021
BSE 00:00 | 07 Jul 187.45 -3.55
(-1.86%)
OPEN

191.00

HIGH

191.00

LOW

184.50

NSE 00:00 | 07 Jul 187.05 -3.80
(-1.99%)
OPEN

191.50

HIGH

191.50

LOW

183.65

OPEN 191.00
PREVIOUS CLOSE 191.00
VOLUME 11509
52-Week high 286.00
52-Week low 99.90
P/E 4.48
Mkt Cap.(Rs cr) 1,238
Buy Price 185.90
Buy Qty 60.00
Sell Price 187.45
Sell Qty 50.00
OPEN 191.00
CLOSE 191.00
VOLUME 11509
52-Week high 286.00
52-Week low 99.90
P/E 4.48
Mkt Cap.(Rs cr) 1,238
Buy Price 185.90
Buy Qty 60.00
Sell Price 187.45
Sell Qty 50.00

West Coast Paper Mills Ltd. (WSTCSTPAPR) - Director Report

Company director report

Your Directors are pleased to present the 64th Annual Report of your Company togetherwith the audited financial statements for the year ended 31st March 2019.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

Particulars 31st March 2019 31st March 2018

(र: in Crores)

Profit Before Finance Cost Depreciation and Tax (PBIDT) 529.65 380.43
Finance Cost 28.97 41.65
Profit Before Depreciation and Tax 500.68 338.78
Depreciation 175.26 116.22
Tax Expenses (Including Deferred Tax) 29.36 (0.67)
Profit After Tax (PAT) 296.06 223.23
Other Comprehensive Income (Net of Tax) 0.25 (0.56)
Total Comprehensive Income 296.31 222.67

DIVIDEND:

Your Directors are pleased to recommend a dividend of 5.00 per equity share (250%) forthe year ended 31st March 2019 subject to shareholders' approval at the forthcomingAnnual General Meeting.

PERFORMANCE:

The performance of the Company during the year under review has been better compared tothe previous year. This is despite production loss on account of major shut taken for 15days for PM-6 rebuild for increasing capacity by 10%.

The improved performance is also due to good demand along with better product miximproved operating parameters reduction in imported chips consumption and reduction infinance cost. However there was significant increase in rates of chemicals coal furnaceoil and employee cost.

The Company shall continue to focus on improving operating efficiencies and minimizingcost for better financial performance.

DIVISION WISE PERFORMANCE:

PAPER AND PAPERBOARD DIVISION DANDELI

The production of Paper Paperboard and Hardwood Pulp was 304957 MT (95% capacityutilization) during the year against 290844 MT in the last year (91% capacity utilization)i.e. higher by 14113 MT. The sale of Paper and Paperboard was

301931 MT during the year against 291512 MT in the last year i.e. higher by 10419 MT.Turnover during the year was र: 1851 Crores as against र: 1624 Crores (exclusive of exciseduty) in the last year i.e. higher by र: 227 Crores. The growth was driven by highersales quantity and better realization. The EBITDA margin was 26.43% during the year.

CABLE DIVISION MYSORE

The production of Optical Fibre Cable was 40097 Kms during the year against 28405 Kmsin last year thereby higher production by 11692 Kms. The sale of Optical Fibre Cable was37930 Kms during the year as against 28665 Kms in the last year i.e. higher by 9265 MT.Turnover was र: 117 Crores during the year as against 74 Crores in the last the year i.e.higher by 43 Crores. The EBITDA margin was 14.81% during the year.

EXPORTS:

Export of Paper and Paperboard in foreign currency during the year was 2530 MT worth र:17 Crores (FOB) as against 3388 MT worth र: 18 Crores (FOB) in the last year. SimilarlyCable worth 4 Crores (FOB) was exported during the year as against र: 2 Crores in the lastyear.

FUTURE PLAN:

Company has made an ambitious plan for growth cum modernization for phase-wiseinvestment in next 3 years time period at Company's Paper Division and Cable Division.Company's Paper Division at Dandeli focuses on increase marginal paper production fromexisting machines improve paper quality produce new speciality products and reduction ofusage of steam power chemical water and also minimize the breakdown of machines. Inthis regard the Company has invested र: 127 Crores and has plans to invest around 75 Croresfurther in financial year 2019-20.

Additionally the Company is also planning for putting up a new line for producingSpecialty Products at Dandeli. EIA study is currently going on and post the approval theCompany will take appropriate decision on investment in new line.

The Company is also working on growth by way of inorganic acquisition in the same lineof business and has entered into a Share Purchase Agreement (SPA) on 29th May 2019 foracquiring controlling stake in International Paper APPM Limited (IPAPPM). The acquisitionis expected to be completed by 3rd quarter of the financial year 2019-20. In this regardnecessary application has been filed for approval from various statutory authorities asper applicable laws.

The Company's Cable Division is also working on Green field expansion in Telangana forbackwards integration of raw material required for Optical Fibre Cable which is expectedto be completed in next 2 years with an investment plan of around र: 120 Crores. The Landhas already been acquired from the Government of Telangana.

RAW MATERIALS:

The Company consumed 8.16 Lakhs MT of Indigenous Pulpwood and 1.68 Lakhs MT of ImportedChips i.e 83% and 17% respectively as against 57% and 43% in previous year.

The substantial reduction in comparatively costlier imported chips consumption has beenpossible due to various steps taken by the Company to optimize the process conditions likeOpti-C cooking system in Fibreline and renovation of ESP of Enmas Recovery Boiler.

EXCHANGE RATE VARIATION:

The Company has reinstated foreign currency loans of USD 15.04 Million at the exchangerate prevailing as on 31st March 2019 and the exchange rate difference of 6.87 Crores hasbeen added to the cost of Fixed Assets as per Accounting Standard AS-11 issued videNotification No.G.S.R. 225(E) dated 31.03.2009 (as last amended vide Notification No GSR913 (E) dated 29.12.2011) by the Ministry of Corporate Affairs.

RISK MANAGEMENT POLICY:

The Board of Directors had adopted risk policy for Forex exposure in the meeting heldon 28.06.2004. The foreign exchange exposure of the Company is reviewed from time to timeby the Board. The Company has taken Mega Risk Insurance Policy to insure its fixed assetsand inventory which cover known and unknown risk including Fire Loss of Profit andMachinery Breakdown. The Company has also taken STOP Policy for its input and finishedgoods movement.

RELATED PARTY DISCLOSURE AND TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons.

All related party transactions are placed before the Audit Committee as also the Boardfor approval. The details of related party disclosure and transactions as required by theAccounting Standards (Ind AS 24) and AOC - 2 have been made in the notes to the FinancialStatements.

The Company has developed a related party transaction policy for the purpose ofidentification and monitoring of such transactions. The policy on related partytransactions as approved by the Board is uploaded on the Company's website: www.westcoastpaper.com.

ANNUAL RETURN:

As per the Companies (Amendment) Act 2017 dated 3rd January 2018 read withnotification dated 9th February 2018 a copy of Annual Return is available at the weblink: http://www.westcoastpaper.com/investors/.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has framed a Corporate Social Responsibility (CSR) Policy as required underSection 135 of the Companies Act 2013. CSR Committee has been framed pursuant to Rule 8of the Companies (Corporate Social Responsibility Policy) Rules 2014 to oversee the CSRactivities initiated by the Company during the financial year under review. Annual Reporton CSR in the prescribed format is attached and forms a part of this report & policymay be accessed on the Company's website: www.westcoastpaper.com.

MEETINGS OF THE BOARD:

During the year under review four Board Meetings held and details thereof arementioned in the Report on Corporate Governance forms a part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 is as below :

The appointment policy for Independent Directors Key Managerial Personnel & SeniorExecutives is as under-

(A) Independent Directors:

Independent Directors are appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 Rules made there under & Listing Agreements entered withStock Exchanges.

(B) Key Managerial Personnel (KMP):

KMP are appointed by the resolution of the Board of Directors of the Company based onthe qualification experience and exposure in the prescribed fields. Removal of the KMP isdone by the resolution of the Board of Directors of the Company. Appointment/Removal is inaccordance with provisions of the Companies Act 2013 Rules made there under &Listing Agreements entered with Stock Exchanges.

(C) Senior Executives:

Senior Executives are appointed by the Chairman & Managing Director and/orExecutive Director of the Company based on their qualification experience & exposure.Removal of the Senior Executives is also done by Chairman & Managing Director and/orExecutive Director. Further appointment & removal is noted by the Board as requiredunder clause 8(3) of Companies (Meetings of the Board and its Powers) Rules 2014.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

Criteria for performance evaluation of Independent Directors as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewithforms a part of this report.

MANAGERIAL REMUNERATION:

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith forms a part of this report.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNING/ OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 is annexedherewith forms a part of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS :

A comprehensive Management's Discussion and Analysis Report as required underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed herewith forms a part of this report.

CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Corporate Governance Report is annexed herewith forms a part of thisreport.

A certificate from the auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached herewith forms a part of thisreport.

The Company is complying with Regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with regard to Corporate Governance and reports to thateffect are being regularly filed with the Stock Exchanges. The Company has obtaineddeclaration 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 29.05.2019.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement as required under Section 134(5) of theCompanies Act 2013 is annexed herewith forms a part of this report.

DIRECTORS:

Retirement by Rotation

Shri Rajendra Jain (DIN:07250797) will retire from the office by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

Appointment

There was no appointment of Director during the year.

Re-appointment

Shri Amitav Kothari (DIN: 01097705) was appointed as Independent Director to holdoffice for 3(three) consecutive years not liable to retire by rotation with effect fromFebruary 12 2016 the said term was completed on 11.02.2019.The Board of Directors intheir meeting held on 08.02.2019 as recommended by the Nomination and RemunerationCommittee on the basis of report of performance evaluation have re-appointed as anIndependent Director of the Company not liable to retire by rotation and to continue tohold office for further period of 3(three) consecutive years w.e.f. 12.02.2019 subject toapproval of members of the Company at the Annual General Meeting.

Shri P.N.Kapadia (DIN: 00042090) was appointed as Independent Director to hold officefor 3(three) consecutive years not liable to retire by rotation with effect from May 302016 the said term will be completed on 29.05.2019.The Board of Directors in theirmeeting held on 29.05.2019 as recommended by the Nomination and Remuneration Committee onthe basis of report of performance evaluation have re-appointed as an IndependentDirector of the Company not liable to retire by rotation and to continue to hold officefor further period of 3(three) consecutive years w.e.f. 30.05.2019 subject to approval ofmembers of the Company at the Annual General Meeting.

The notice convening the AGM includes the proposal for re-appointment of Directors.

APPOINTMENT OF KMP:

There was no appointment of KMP during the year.

DECLARATION BY DIRECTORS:

The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in respect of meeting the criteria ofindependence provided under Section 149(6) of the Companies Act2013 and clause (b) ofsub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015.

REPORTING OF FRAUDS:

The auditors of the Company have not reported any fraud as specified under the 2ndproviso to Section 143(12) of the Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Board Committees. The manner of evaluationhas been explained in the Corporate Governance Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2019 was र: 1320.98 lakhs comprisingof 66048908 Equity Shares of र: 2/-each. During the year under review the Company hasnot issued any further shares to the members or general public.

RATING:

Credit Rating of the Company done by India Ratings and Research Limited (Fitch Group)as under:-

a) Long Term: Upgraded to IND AA -/Stable

b) Short Term: Affirmed at IND A1+

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments cover under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.

FAMILIARIZATION POLICY:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has framed a policy to familiarize the Independent Directorsabout the Company. The Policy is available on the website of the Company: www.westcoastpaper.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The vigil mechanism of the Company incorporates a policy under Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Rule 7 of theCompanies (Meeting of the Board and its Power) Rules 2014 provide the mechanism forEmployees and Directors of the Company to approach the Executive Director and the Chairmanof the Audit Committee of the Board. Protected disclosures can be made by a Whistle Blowerby means of e-mail or telephone or letter to the Executive Director or to the Chairman ofthe Audit Committee. The policy on Vigil Mechanism may be accessed on the Company'swebsite: www.westcoastpaper.com.

BUSINESS RISKS MANAGEMENT:

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has laid down a framework to inform the Board about theparticulars of Risks Assessment and Minimization Procedures (Risks Management) Plan. TheRisks Management Plan is available on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts whichwould impacts the status of the Company and its future operations.

AUDITORS' REPORT:

The Notes on Accounts and the observations of the Auditors in their Report on theAccounts of the Company are self explanatory and in the opinion of the Directors do notcall for any clarifications.

AUDITORS:

a. Statutory Auditors and their Report

Messer's Singhi & Co. Chartered Accountants Kolkata appointed as StatutoryAuditors at the 62nd Annual General Meeting of the Company pursuant to the provision ofrotation under section 139 and 141 of the Companies Act 2013 and rule 7 of the Companies(Audit and Auditors) Rules 2014 for a period of 5 consecutive years ending on 31.03.2022and consent of the members accorded at the 63rd Annual General Meeting held on 22ndAugust 2018 to continue the appointment thereof as the Auditors of the Company for theremaining term without any further ratification by the shareholders pursuant to theamended provisions of Section 139 of the Companies Act 2013 and Rules made there undernotified by Ministry of Corporate Affairs as on 07.05.2018. The observations of theAuditors in their report for the financial year 2018-19 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 2013 the Board ofDirectors appointed Mr. Naman Joshi Bangalore practicing Company Secretary as SecretarialAuditor to carry out Secretarial Audit of the records maintained by the Company for thefinancial year 2018-19. The Report given by him for the said financial year in theprescribed form No: MR 3 is annexed to this report.

c. Cost Auditor and Cost Audit Report

Pursuant to revised order of the Central Government dated 31.12.2014 Cost Audit of theCost Records of the Company is mandatory from the financial year starting 1st April 2015and Shri S.K.Tikare Cost Accountant Belgaum has been appointed as Cost Auditor of theCompany to conduct Cost Audit of Cost Records maintained by the Company for the financialyear 2019-20. Accordingly matter relating to the appointment will be placed in next AnnualGeneral Meeting.

INTERNAL CONTROL SYSTEM:

There are adequate internal control procedures commensurate with the size of theCompany and nature of its business for the purchase of inputs availing of services fixedassets for the sale of goods and providing of services. Full-fledged Internal Auditdepartment carries out pre and post audit of all significant transactions throughout theyear. Based on the Annual Internal Audit programme as approved by Audit Committee ofBoard regular internal audits are conducted. Company has also appointed M/s S.S.KothariMehta & Co. Chartered Accountants New Delhi (outsourced) as Internal Auditor.Findings are placed before Audit Committee which reviews and discuss the actions takenwith the Management.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial throughout the year under review. The Company hasentered into a tripartite longterm wage revision settlement with Joint NegotiationCommittee of Unions on 04.05.2016 for the period from 01.01.2015 to 31.12.2018. Theprocess of renewal of tripartite long-term wage revision settlement with Joint NegotiationCommittee of Unions from 01.01.2019 is going on. Your Directors acknowledge the supportand co-operation from employees at all levels.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared by the Company in accordancewith the applicable Accounting Standards. The Audited Consolidated Financial Statementstogether with Auditors' Report forms a part of this report.

A Report on the performance and financial position of wholly owned subsidiary company(West Coast Opticable Limited) for the financial year ended 31.03.2019 included in theConsolidated Financial Statements is presented in the separate section AOC-1 forms a partof this report.

Pursuant to the provisions under Section 136 of the Companies Act 2013 the financialstatements including consolidated financial statements along with relevant documents andseparate Audited Accounts of the subsidiary company are available at the Company'swebsite: www.westcoastpaper.com.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation and thanks to theCentral and State Governments Banks Financial Institutions Customers Suppliers andShareholders for their continued support and co-operations.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees of the Company who have contributedsignificantly towards Company's performance and growth.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May 2019

Chairman & Managing Director

Annexure to Directors’ Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIALYEAR 2018-19

1. A brief outline of the company's CSR policy including overview of : projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs. website : www.westcoastpaper.com
2. The Composition of the CSR Committee : (1) Shri S. K. Bangur

(2) Shri Saurabh Bangur

(3) Shri M. P. Taparia

3. Average net profit of the company for last three financial years. र: 15520.51 Lakhs
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) र: 310.41 Lakhs
5. Details of CSR spent during the financial year.

a) Total amount to be spent for the financial year :

र: 362.78 Lakhs (including previous year actual unspent amount 52.37 Lakhs)
b) Amount unspent if any; : : र: 185.42 Lakhs

c) Manner in which the amount spent during the financial year is detailed below.

(र: in Lakhs)

1 2 3 4

5

6

7

8

Sl.

No.

CSR project or activity identified Sector in which the Project is covered Projects or programs

(1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay(budget) project or programs wise

Amount spent on the projects or programs Subheads : (1) Direct expenditure on projects or program (2) Overheads

Cumulative expenditure up to the reporting period.

Amount spent: Direct or through implementing agency

1 Health Care Programme -

Paediatric Health Check-up Free distributions of Medicins Diabetic awareness & Check -up Camp Contribution for National Pulse Polio Free Veterinary Camps with distribution of Medicines and Protein supplements. Medical equipments like Scan Machine etc to General Hospital Haliyal and Dandeli. Installation of Sanitary Napkin Incinerator at Schools and Colleges for Women.

Health Care Rural/Local Dandeli Dist : UttarKannada Karnataka/others

2.70

2.70

2.70

Directly/Free Medicines/ Paediatric/ Polio/Diabetic/ Orthopaedic Check up Camp and Veterinary Camps.

2 Education Support Programmes-

Contributions for higher education chidren study education society DES Supply of Subsidised Note Books Supply of Desk cum Benches Supply of Umbrella School Bags etc for School Children. Sponsor Computers to Kalikabhawani high school Donated RO water purifier systems to college and schools.

Education Dandeli Taluka Schools Colleges and Haliyal Taluka Schools Kolkata Kansur Siddapur Karwar

69.46

69.46

69.46

Directly to the Children and Schools and Colleges.

3 Environmental Initiative -

Maintenance of Dandakarnya Eco Park Nanadagokul Garden in Dandeli Swatch Bharat Programmes in Dandeli City areas.

Environmental Sustainability and Ecological Balance Dandeli Taluka Dandeli public and Dandeli region.

8.93

8.93

8.93

Directly to the

concerned

performer.

4 Rural Infrastructure Development

(Other than for the purpose of Health/Education/Livelihood and others). Installation of Silicon chamber for Cremation at Old Dandeli Financial help for construction of Community Hall Nala cleaning Sponsorship for Karnataka Govt. Gram Chavadi at Alur & Dandeli Panchayat Renovation of Gallary of Police Ground at Karwar Sponsorship for Toilet Blocks for Girls and Boys of Rotary Education Trust School Kalika Bhawani Enghlish Medium School Kansur Siddapur Contribution for renovation and creation of infrastructure at DES's Degree College and Junior College Dandeli. Donated Mortuary chamber to Govt. Hospital Dandeli Haliyal and Joida. Maintenance of Clock Tower Dandeli.

Rural Development Projects Down Stream Villages and surroundings of Dandeli and In Dakshina Kannada District. Kansur Siddapur

63.43

63.43

63.43

Directly executed by Company and Direct Contributions to the Trusts

5 Promotion and Development of Traditional Arts & Culture -

Contributions to Sri Nataraj Natya Sanga for Dramma Programme traditional fesitivals Karavali Utsav Kali Utsav Contribution to Mahavir Jain Aradhana Kendra for execution of Museum and social cultural activities etc.

Protection of Heritage Arts and Culture Dandeli Local Area and at Karwar Haliyal Joida

19.35

19.35

19.35

Directly to the performers

6 Making Available Safe Drinking Water for Rural Public -

Water tanks at Kerwad and Badakhandsirda village repairing water tanks and pipeline at Karyampalli Mayanal Halamaddi Harnoda and Saxalli villages.

Safe Drinking Water Seven Down Stream Villages

7.90

7.90

7.90

Directly incurred by Company

7 Contributions & Sponsorships for Rural Sports and Nationally Recognised Sports -

Sports materials sponsorships to Govt. College Sponsorhsip for District level Sports meet. Contributions to Sports events and Sponsorships for Kolkata Clubs.

Promotion of Rural Sports and Nationally Recognised Sports Dandeli Region Public and Kolkata

5.57

5.57

5.57

Direct Payments to Activity Organisers / Supply of Sports materials
8 Contribution to the benefit of Martyrs' Dependents at Uttara Kannada District Natural Disaster War Widow contribution to Armed Flagday. Benefit to Martyrs' dependents. Defence service department

0.02

0.02

0.02

Directly to the Deputy Director Sainik Welfare Dept. Karwar.

177.36

177.36

177.36

* Give details of implementing agency : Company itself.

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 the reasonsfor not spending the amount in its Board report.- The Board took all possible initiativesto ensure that the amount of र: 362.78 Lakhs be spent on CSR in accordance with theprovisions of Section 135 of the Companies Act 2013 and Rules made thereunder. Howeverdue to project mode of CSR activity where the project time extends beyond the financialyear the Company could not spend र: 185.42 Lakhs on CSR.

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of thecompany.:- Yes. It is in Compliance.

Place : Mumbai M. P. Taparia S. K. Bangur
Date : 29th May 2019 Director

Chairman of CSR Committee

Annexure to Directors’ Report (Contd.)

PERFORMANCE EVALUATION CRITERIA OF INDEPENDENT DIRECTORS

(1) Attending Board/Committee Meetings.

(2) Going through the agenda papers and providing inputs in the meetings of Board/Committees.

(3) Guidance to the company from time to time on the various issues brought to theirnotice.

(4) Discharge of duties as per Schedule IV of the Companies Act 2013 and compliance toother requirements of the said Act or other regulatory requirements.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May 2019 Chairman & Managing Director

Statement Pursuant to section 197(12) of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

S. No. Requirements Disclosures
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Shri S.K. Bangur Chairman & Managing Director 450:1
Shri Rajendra Jain Executive Director 54:1
Shri Brajmohan Prasad Company Secretary & Compliance Officer 4:1

 

(ii) The percentage increase in remuneration of each director Chief Financial officer Chief Executive Officer Company Secretary or Manager if any in the financial year; Shri S.K.Bangur Chairman & Managing Director 45.16% (र: 1615.30 lakhs in 2018-19 including commission against र: 1112.78 lakhs in 2017-18 including commission)
Shri Rajendra Jain Executive Director 18.45% (र: 193.86 lakhs in 2018-19 against र: 163.66 lakhs in 2017-18)
Shri Brajmohan Prasad Company Secretary & Compliance Officer 27.22% (र: 15.04 lakhs in 2018-19 against र: 11.82 lakhs in 2017-18)

 

(iii) The percentage increase in the median remuneration of employees in the financial year; 5.21%
(iv) The number of permanent employees on the rolls of company. 2398
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The average increase in salary/wages of the employees was 7.12% (other than managerial personnel) whereas remuneration to managerial personnel increased by 41.60%.
(vi) The key parameters for any variable component of remuneration availed by the directors; Commission based on profit pursuant to terms of appointment of Shri S.K.Bangur Chairman & Managing Director.
(vii) Affirmation that the remuneration is as per the remuneration policy of the company. It is hereby affirmed that remuneration paid is as per the remuneration policy of the Company.

Information as per Section 134(3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 and forming part of the Directors' Report to the members for theyear ended 31st March 2019.

(A) CONSERVATION OF ENERGY

(i) Measures taken for Energy conservation

1. Replacement of 6 numbers time based water drains at inter cooler of centrifugal Aircompressor by Armstrong make Zero air leak Liquid drains to save compressed Air.

2. Installation of 4 numbers root blower at FBC 3 & 4 silos to avoid use ofcompressor Air for Power saving.

3. Installation of 132 Kw 4 number VFD at Filter House for Pumps for Energy and Watersaving.

4. Replacement of old Vacuum Pump No.8 & 9 with Motor by Energy Efficient Vacuumpump & motor at Paper Machine No. 3

5. Replacement of 20 numbers old Rotary joints and siphons with New Rotary Joints alongwith stationary siphon at Paper Machine No. 5

6. Replacement of 42 numbers old Rotary joints and siphons with New Rotary Joints alongwith stationary siphon at Paper Machine No. 4

7. Installation of 3 number VFD at Paper Machine No. 5 Stock pumps and 2 number VFD atPaper Machine No. 4 Hood blower.

8. Modification of existing Super batch cooking system in Fibre line section with 'Optibatch Model-C' including additional Black liquor accumulator to reduce specific steamconsumption.

9. Installation of VFD for the pump at discharge tank to LC tank at Fiber line section.

10. Recovery of condensate and Flash Steam from D-hot heat exchanger to Power House.

11. Installation of 4 numbers capacitor bank in Paper Machine No. 123 to improve thePower Factor.

12. Installation of VFD at SP 2 Cycling chest pump at storage chest pump in PaperMachine No.2

13. Use of LED tube lights (962 nos.) in place of conventional fluorescent tube lights.

14. Use of 5 star energy efficient fans in place of conventional ceiling fans (123nos.)

15. Modification of steam condensate system in BHEL and ENMAS boiler Air pre-heaters.

16. Replacement of 236 nos. faulty steam traps throughout the Mill.

(ii) Steps taken for utilising alternate sources of Energy :

The Company is generating steam from chemical recovery boilers wherein Black Liquor DrySolids (by product of wood) is fired to generate steam and the same is confirmed asRenewable Biomass Source by Ministry of New & Renewable Energy Government of Indiavide their letter no. 20/122/2011-U&I dated 09.01.2012. The steam generated fromchemical recovery boilers is 56 % of total steam generation of the mill in the year2018-19.

(iii) Details of investment made on energy conservation schemes & savings achieved:

Total Investment र: 1467.87 Lakhs
Monetory Benefit र: 1157.50 Lakhs/annum
Steam Saving 111920 MT /annum
Power Saving 24.54 Lkwh /annum

(B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption :

1. Commissioning of new HBL-2 accumulator for uniform cooking effective utilization ofsteam by equal distribution of heat.

2. Addition of TRP (Twin Roll Press) in press section of New Fiber line for reductionof chemical loss and COD load.

3. Treatment of save all clarified water with suitable polymer to reduce turbiditywithout affecting pH and reuse of the treated water in process to reduce freshwaterconsumption.

4. New product developed during the Year are:

• Wesco Wallkup (140 to 150 gsm)

• Wesco Dura print - 110 gsm

• Wesco Bond - (80 to 100 gsm )

• Wesco Super Shine - (80 to 140 gsm)

• Wesco Straw base - (90 to 120 gsm )

• Wesco Aqua base ( MG & MF) - (165 to 180 gsm )

• Wesco Strawfold - 120 gsm

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution:

Improved Productivity better quality cost reduction conservation of valuable rawmaterial & ecosystem and improved customer's satisfaction.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) : NOT ANY

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed.

(d) if not fully absorbed area where absorption as not taken places and the reasonthere of

(iv) The expenditure incurred on Research and Development:

(र: in Lakhs)

2018-19 2017-18
(a) Capital Nil Nil
(b) Recurring 47.16 55.00
(c) Total 47.16 55.00
(d) Total R&D expenditure as a percentage of total turnover. 0.02 0.03

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo are र: 2073.89 Lakhs and र: 22823.59 Lakhsrespectively (र: 2013.65 Lakhs and र: 39473.50 Lakhs in previous year).

For and on behalf of the Board
Place : Mumbai S K Bangur
Date : 29th May 2019 Chairman and Managing Director

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that-

i) In the preparation of the accounts for the financial year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any.

ii) The Directors have selected such accounting policies which have been appliedconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

iii) Proper and sufficient care has been taken 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.

iv) The accounts for the financial year ended on 31st March 2019 have been prepared ona 'going concern' basis.

v) The accounts for the financial year ended on 31st March2019 has been prepared inaccordance with the Companies (Indian Accounting Standards) Rules2015 (Ind As) prescribedunder section 133 of the Companies Act 2013 and under recognized accounting practices andpolicies to the extent applicable.

vi) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vii) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May 2019 Chairman & Managing Director