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Ganga Papers India

BSE: 531813|ISIN: INE278O01015|SECTOR: Paper
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Directors Report Year End : Mar '18    Mar 15

Dear Members,

The Board of Directors are pleased to present the Thirty Fourth (34th) Annual Report of the Company together with the audited financial statements for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31, 2018 is summarized below:

Particulars

2017 -2018

2016 -2017

Total Income

10234.36

8294.00

Total Expenditure

10016.97

8079.90

Profit before depreciation, tax and prior

217.38

214.09

period items .

Less: Depreciation

64.45

85.33

Prior period items

0.00

0.00

Profit/ (Loss) for the year before tax

152.93

128.76

Less: Tax expenses (Deferred Tax)

3.99

(45.40)

Profit for the year

148.94

174.16

Other Comprehensive Income

0.00

0.00

Total comprehensive income for the year

148.94

174.16

2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The Turnover of your Company for the year was Rs. 10225 lacs as against Rs. 8287 Lacs in the previous year. For the year 34831 MT of paper was sold as against 30656 MT in the previous year. This year has been very encouraging for your Company continuing to report impressive top line growth. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations. Higher capacity utilisation and increase in operating margin have improved operating efficiencies of the Company. The setup of new paper machinery for Kraft paper became operational during the year.

3. DIVIDEND & RESERVES:

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2018 was Rs.1078.89 lacs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014 and as amended thereof.

6. CREDIT RATING:

GPIL retained Credit Rating of “CRISIL BB/Stable” assigned to Bank Debt from CRISIL for the year.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year 8 Board Meetings and 5 Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2018:

- Managing Director (MD)- Mr. Sandeep Kanoria

- Chief Financial Officer (CFO) - Mr. Gautam Chaudhary

- Company Secretary (CS) -Ms. Preeti Gupta

(Appointed as a Company Secretary and Compliance Officer with effect from 14th August, 2017.)

*Ms. Shreya Chakravarty

(Appointed as Company Secretary and Compliance Officer with effect from 14th August, 2015 till 14th August, 201.)

12. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no materially significant related party transactions which were transacted by the Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of your Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.in.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company’s website at www.gangapapers.in.

14. AUDITORS AND AUDITOR’S REPORT:

14.1 Statutory Auditors

At the 31st Annual General Meeting held on June September 30, 2015, M/s. Achal Srivastava & Co. (Firm Registration No, 013385C), Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

14.2 Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and as amended thereof, the Company has not appointed Cost Auditors for the financial year 2017- 2018 as the turnover of the Company for the year ended 31st March, 2017 was below Rs. 100 Crores. However due to applicability of cost audit for the financial year 2018-19, the Company has appointed M/s. K.N. Choubay and Associates, Cost Accountants (Firm Registration No.101174) as the Cost Auditors of the Company for the financial year 2018-19 at a remuneration of Rs. 20000/- to conduct the audit of cost records as prescribed by Central Government.

14.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”.

There is no adverse remark or qualification in the Secretarial Audit Report expect one Observation provided regarding CIN of the Company.

As per the CIN as displayed in Master Data on the Ministry of Corporate Affairs (MCA) Portal, the Company is recognized as Private Limited Company. However, as per the Name of the Company it is recognized as Ganga Papers India Limited (Public Limited Company)

CIN - L21012MH1985PTC035575.

The matter is under due consideration with Registrar of Companies, Pune and will be shorted out in due course of time.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

14.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2017-18. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

15. CORPORATE GOVERNANCE:

Your Company’s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the Auditor of the Company regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report.

16. EXTRACT OF ANNUAL RETURN :

Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2018 is annexed herewith as Annexure-B to this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-C and forms part of this Report.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. PARTICULARS OF EMPLOYEES:

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

20. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

The Company does maintain proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013 and the rules framed thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

22. DIRECTORS’ RESPONSIBILITY STATEMENT: -

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

23. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

Place: Pune

Date: 11th August, 2018 For and on behalf of the Board of Directors

Ganga Papers India Limited

Ramesh Kumar Chaudhary

(Chairman & Director)

DIN:00080136

Source : Dion Global Solutions Limited
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