The Directors have pleasure in presenting their 35th Annual Report
with the Audited Accounts of the Company for the year ended 31st March,
PARTICULARS 31.03.2015 31.03.2014
Rs.) (Amount in
Turnover 950,642,374 1,016,428,644
Profit Before 55,191,902 66,677,633
Financial Charges and Depreciation
Financial Charges 24,488,152 28,774,180
Depreciation/Amortization 6,729,807 16,749,664
PROFIT BEFORE TAX 23,973,943 21,153,789
Current Tax 4,796,650 8,082,860
MAT Credit Entitlement (104,750) -
Deferred Tax Liability 4,856,000 (2,684,000)
IncomeTax (Related to Earlier Year) 249,908 57,812
PROFIT AFTER TAX 14,176,135 15,697,117
Balance brought Forward from last
Year 160,219,853 144,522,736
Balance Carried Forward to Balance
Sheet 174,395,988 160,219,853
The Company is moving fast to achieving its goal of maximization of
shareholders wealth and objective of the Company. The Company does care
to all stakeholder of the Company.
Sangal Papers Ltd. focus in India and outside India over last few years
has been to move closer to the ultimate consumers and position its
products in a way that consumers can connect with and aspire for with
this is in mind. The Company has maintained the world- wide standard in
its products and engaged in to give sharpness to the Company''s
Sangal Papers Ltd. has given its best performance in all subjects.
During the year under review the Company has achieved a turnover of Rs.
950,642,374 as against previous figure of Rs. 1,016,428,644 posting
approx 6.47% decline in sale.
During the year under review PAT ( profit after tax) were Rs.
14,176,135 as compared to previous year figure of Rs. 15,697,117.
However, the Profit aftertax has reduced by 9.69% in net profit
aftertax as compared to previous year. I A
The paid up equity capital as on 31st March 2015 was Rs. 13,072,600.
During the year under review , the Company has not| increased their
capital. Further the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.
DIVIDEND AND RESERVES DIVIDEND
Board of Directors of the Company has opted to plough back the profits
for future growth and do not recommend any Dividend for thefinancial
year ending on 31/03/2015.
The balance of Reserve & Surplus Account of the Company as on
31/03/2015 was Rs. 179,251,603/-.
The Company has not accepted any fixed deposits and accordingly no
amount was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantee covered under the
provisions of section 186 of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company has not fulfill the criteria in respect of
constitution of Corporate Social Responsibility as specified in the
Section 135 of the Companies Act 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014, therefore no CSR Committee is
CONSERVATION OF ENERGY
(a) Company ensures that the manufacturing operations are conducted in
the manner whereby optimum utilization and maximum possible savings of
energy is achieved.
(b) No specific investment has been made in reduction in energy
(c) As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot
be stated accurately.
(d) Since the Company does not fall under the list of Industries which
should furnish information on conservation of energy, the question of
furnishing the same does not arise.
Company''s products are manufactured by using In- house know how and no
outside technology is being used for manufacturing activities.
Therefore no technology absorption is required. The Company constantly
strives for maintenance and improvement in quality of its products and
entire Research & Development activities are directed to achieve the
IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Import of raw materials during the year amounted to Rs. 43,323,426 /- (
previous Year Rs. 29,810,263 /-) and Capital Goods & Spares of Rs.
2,012,079 /- (Previous Year Rs. 1,517,414 /-).
Exports were mainly to Gulf and Asian Countries . Exports during the
year increased to Rs. 38,910,936 /- from Rs. -. 28,186,945 /-in the
C. EARNINGS AND OUTGO
Details are provided under the Point 23-26 of Notes to Financial
Statements for the financial year ended as on 31st March 2015.
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
Director Mr. Vinayak Sangal (DIN NO. 06833351) retire by rotation and,
being eligible, offer himself for re- appointment. The Board of
Directors recommend Mr. Vinayak Sangal for re- appointment.
Mr. Prem Sethi (DIN NO. 07146425) & Mrs. Geeta Gupta (DIN NO. 00095939)
were appointed as additional independent director w.e.f 4th March 2015.
The Board now recommends the appointment of Mr. Prem Sethi & Mrs. Geeta
Gupta as independent directors under section 149 of the Companies Act,
2013 and clause 49 of the listing agreement in the ensuing Annual
General Meeting to hold office for three consecutive years i.e. up to
the conclusion of the Annual General Meeting of the Company held in the
calendar year 2018.
All independent directors have given declarations that they meet
criteria of independence as laid down under section 149 (6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the Working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report. ,
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The remuneration Policy is
stated in Corporate Governance Report.
Meetings During the year 12 (Twelve) Board Meetings and 4 (Four) Audit
Committee Meetings were convened and held. The details of which given
in the Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed underthe Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
(b) They 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 review of the state of affairs of
the Company at the end of the financial year and of the prof it of the
Company for the same period;
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventingand detectingfraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls in the Company that
are adequate and are operating effectively; and . ferff) They have
devised proper systems to ensure compliance with the provisions of all
applicable laws and that these are adequate
RELATED PARTY TRANSACTIONS
The related party transactions have already been disclosed in the
financial statements. No transaction of material nature has been
entered into by the Company during the year which may have potential
conflict with the interest of the Company. All related party
transactions that were entered into during the financial year were on
arm''s length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by
the company with promoters, key managerial personnel or other
designated persons which may have potential conflict with interest of
the Company at large.
The Company does not have any subsidiary.
The Board of Directors has approved a Code of Conduct which is
applicable to the members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in Zero Tolerance against bribery, corruption and unethical
dealings/behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is
known as Code of Business Conduct which forms and Appendix to the
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
All the Board members and the Senior Management personnel have
confirmed compliances with the code. All management Staff were given
appropriate training in this regard.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Company has formulated a Whistle Blower
Policy to establish a vigil mechanism for directors and employees of
the Company. The purpose and objective of this Policy is to provide a
framework to promote responsible and secure whistle blowing. It
protects the employees wishing to raise a concern about serious
irregularities within the Company. The details of the Whistle Blower
Policy are explained in the Corporate Governance Report and also posted
on the website of the Company.
M/s Shaim & Co. (Chartered Accountants), Muzaffarnagar (Registration
No. 000030C), have been appointed as Statutory Auditors of the Company
for a period 3 years at the last annual general meeting held on 30th
September, 2014 subject to ratification of their appointment by the
members at every general meeting. The shareholders at the ensuing
annual general meeting will consider ratification of the appointment of
the Statutory Auditors. As required under Clause 41 of the Listing
Agreement, the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
The Turnover of the Company during the financial year 2014-15 are not
covered under cost audit and therefore, pursuant to Section 148 of the
Companies Act, 2013 read with the Companies ( Cost Records and Audit)
Amendment Rules, 2014, the Company is not required to appoint cost
auditorfor financial year 2015-16.
Pursuant to provision of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Mangerial Personnel) Rules,
2014 the Company has appointed D. K Gupta & Co., Practicing Company
Secretary to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure A.
AUDITOR''S REPORT/SECRETARIAL AUDIT REPORT
The auditors have given clean report. There is no observation/adverse
remark in the Auditors'' Report.
As required under section 204 (1) of the Companies Act, 2013, the
Company has obtained a Secretarial Audit Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT -9 is annexed herewith as Annexure C. at W
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of the
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board''s Report.
On the recommendation of the Risk Management Committee, the Board has
adopted Risk management Policy, which outlines the programme
implemented by the Company to ensure appropriate risk management within
its system and culture. The Risk Management Policy is also posted on
the website of the Company. The Company''s risk management programme
comprises of a series of processes, structures and guidelines which
assist the Company to identify, assess, monitor and manage its business
risks, including material changes to its risk profile. To achieve this,
the Company has clearly defined the responsibility and authority of the
Company''s Board of Directors and of the Risk Management Committee to
oversee and manage the risk management programme while conferring
responsibility and authority on the Company''s senior management to
develop and maintain the risk management programme in light of the day
to day needs of the Company. Regular communication and review of risk
management practices provide the Company with important checks and
balances to ensure the efficacy of its risk management programme.
REPORTON FACTORY ACCIDENT
On 1st August 2014 at 6.00 A.M an Accident took place in our Factory
Site Village - Bhainsa, 22 Km Stone, Meerut-Mawana Road, Meerut due to
burst in Digestor. Accident caused substantial damage to the Building,
Plant & Machinery as well as Stock and claimed two lifes. As per our
estimated the total damage caused to the factory may be as much as Rs.
142 Lakhs. It was an unexpected mishap, but fortunately it is fully
covered by insurance for the Building, Plant & Machinery, Stock damage
and human loss. We have accordingly informed the Insurance company and
submitted a formal claim. The Managing Director of the Company has
announced all assistance to the families of the victims immediately.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5 (2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees in receipt of remuneration in excess of Rs. 60 Lacs
per year to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs. 60 lacs during the financial year
The information required under section 197 (12) of the Companies Act,
2013 read with Rules 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is given in the Statement annexed
herewith as Annexure-D.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate the auditors of the Company
regarding Compliance with the requirements of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement.
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous co-operation and assistance.
Place: Mawana By Order of the Board of Directors
Date : 25/05/2015 FOR Sangal Papers Ltd.
Chairman & Managing Director
Reg. Office: 22 KM, Meerut - Mawana Road, (DIN: 00091324)
Mawana - 250 401, Distt. Meerut (U.P.)
PH-01233-271515, 274324 ,
& E- Mail: firstname.lastname@example.org Bfi