DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the 40th Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. PERFORMANCE: The working of the company has been satisfactory during the year. Your company has also brought about significant changes in the process and product mix to produce core boards and thermal paper. Your Company has achieved turnover and other income of 9585.67 lakh, as compared to the previous year 9492.94 lakh. Company has achieved a net Profit before adjustment of deferred tax expenses of 314.06 lakh. SUBSIDARY COMPANY: The Company does not have any subsidiary Company. PUBLIC DEPOSIT: The Company has not accepted deposit from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014. REDUCTION OF CAPITAL: Company had filed a Draft Rehabilitation Scheme to the Honorable Board for Industrial and Financial Reconstruction ( BIFR ) seeking a reduction in the paid up equity share capital of the company amounting to Rs. 20,00,00,000( Rs. Twenty Crores ) by 95 % to set off the accumulated losses . The said scheme was sanctioned by Honorable Board for Industrial and Financial Reconstruction (BIFR) vide order dated 14.02.2012 and the subsequent amendments thereof. Company has made reduction of capital as per order of Hon'ble BIFR dated 01/07/2013. The existing share capital of the company reduced by 95% by writing off accumulated losses to that extent and then every twenty equity shares of 0.50/- each consolidated into one equity share of 10/- each fully paid up. Reduction of share capital as per above order has taken place on 30.05.2014. Following the writing down of the existing paid up equity share capital of the company the effective share capital is at Rs. 1,00,00, 000 ( Rs. one crore only ) comprising 10,00,000 ( ten lacs equity shares of 10 each ) arising out the consolidation of twenty shares of 0.50 each into one equity share of 10 / each . INFUSION OF FRESH EQUITY: Further , in pursuance of the directions given by HonTble BIFR , Company has allotted 80,00,000 (eighty laces equity shares of 10/ each fully paid up ) amounting to Rs. eight crores to promoters and promoter group and to ARC Trust on a preferential basis and in the following manner : EXTRACT OF ANNUAL RETURN The extract of the Annual Return in Form No MGT-9 shall form part of the Boards Report in Annexure-I. CORPORATE GOVERNANCE As per Clause-52 of Listing Agreement with the Stock Exchange, the report of the Corporate Governance the certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure-II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report of Corporate Governance. NUMBER OF MEETING HELD DURING THE YEAR The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Annexure-II. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure-III. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below: (A) Conservation of Energy and Foreign Exchange Earnings and Outgo Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at Plant and factory premises. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient. (B) Technology Absorption Company has carried out R & D work of high strength core board and thermal paper and Energy Conservation. Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D. Expenditure on R & D has been shown under the respective heads of expenditure in the statement of profit and loss, as no separate account is maintained. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Omprakash Sharma (DIN 01196266) was appointed as an Additional Director in the Board Meeting held on 27th August 2014. He will hold the office up to the date of ensuing general meeting and is eligible for appointment as a director. Mrs. Ashu Jain was appointed as an additional director in the Board Meeting held on 31st March; 2015.She will hold the office up to the date of ensuing general meeting and is eligible for appointment as a director. In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Ashu Jain (DIN: 00243310) shall be appointed Woman Director of the company, liable to retire by rotation, after being approved by members at the ensuing general meeting. Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: a. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same; b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2015 and of the Profit 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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts of the Company on a "going concern' basis; e. The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part Directors Report, is given in Annexure-IV. EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees,. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. INTERNAL CONTROL SYSTEM The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. WHISTLE BLOWER POLICY / VIGIL MECHANISM During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct of the Company as per the provisions of Section 177 (9) and (10) of Companies Act, 2013. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www. nathpaper. com OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year the company has adopted a policy for prevention of Sexual Harassment of Women a workplace and has not received any complaint of harassment. The detailed policy forms has been uploaded on the Website of the Company at www. nathpaper. com RISK MANAGEMENT POLICY During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. STATUTORY INFORMATION The Company being basically into the Paper business and is the member of BSE and ASE Platform. Apart from paper business, the Company is not engaged in any other business/activities. STATUTORY AUDITORS M/s. R. B. Sharma & Company, Chartered Accountants, Aurangabad (having Firm Registration No.109971W) as Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 42ndAnnual General Meeting needs ratification by members of the Company for financial year 2015-16. The Company has received letter from M/s. R. B. Sharma & Company, Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR The board has appointed Ms Neha P. Agrawal, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report in annexed herewith in Annexure-V. AUDITORS REPORT The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act, 2013. INSURANCE All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. INDUSTRIAL RELATIONS During the year under reference, the workers of the Company had gone on a strike from 14th February 2015 to 14th April 2015 owing to certain differences in the renewal of wage agreement .However, following negotiations and wage settlement with the workers , plant went on stream from 15th April 2015. This has been one of the rare occasions in Company's history of maintaining industrial harmony Company's industrial relations were cordial. Your directors acknowledge the support and co-operation from employees at all levels. RESEARCH & DEVELOPMENT The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company. CORPORATE SOCIAL RESPONSIBILITY (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. APPRECIATION Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the Company. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, bankers, regulatory bodies and other business constituents during the year under review. For and on behalf of the Board, Akash Kagliwal Whole time Director (DIN: 01691724) Place : Aurangabad Date : 28th August, 2015 |