Dear Members,
We are delighted to present report of directors on our business and operations for the year ended 31st March, 2016.
FINANCIAL RESULTS:
The Company''''s financial performance for the year ended 31st March 2016 is summarized below:
(Rs. in Lacs)
Particulars
|
2015-16
|
2014-15
|
Net Sales
|
36258.12
|
34656.06
|
Other Revenue Receipts
|
114.46
|
136.05
|
Earning (Before Interest, Depreciation & Taxes)
|
4867.76
|
4047.49
|
Less Depreciation
|
950.40
|
957.91
|
Finance Cost
|
740.40
|
1045.21
|
Profit before Tax(PBT)
|
3176.96
|
2044.37
|
Less Provision for Tax(Including Deferred Tax;
|
1229.90
|
761.13
|
Net Profit after Tax
|
1947.06
|
1283.24
|
Add Balance brought forward from previous year
|
6176.02
|
5306.71
|
Balance Available in P&L Account
|
8123.08
|
6589.95
|
Less Appropriations
|
|
Interim Dividend on Equity shares (Including Dividend Tax)
|
Nil
|
Nil
|
Proposed Dividend on Equity shares (Including Dividend Tax)
|
404.79
|
349.76
|
Transfer to General Reserves
|
97.35
|
64.16
|
Balance Carried to P&L account
|
7620.94
|
6176.02
|
OVERVIEW OF COMPANY''''S FINANCIAL PERFORMANCE:
For the financial year ended 31st March 2016, Company''''s turnover has registered a growth of 4.62% and the turnover achieved is Rs. 36258.12 Lacs against turnover of Rs. 34656.06 Lacs for FY 2014-15. The Profit before Tax (PBT) for the current year is Rs. 3171.96 Lacs as against Rs. 2044.37 Lacs in previous year. The Profit After Tax for the current year is Rs. 1947.06 Lacs as against Rs. 1283.24 Lacs in the previous year- a growth of 51.72%. The growth in profit is mainly driven from the increase in production, decrease in finance cost and softening of Input Prices during the year.
DIVIDEND:
Based on the Company''''s performance, the directors are pleased to recommend for approval of the members, a dividend of Rs. 1.50/- per equity share for the financial year ended 31st March 2016,(Previous year- Rs. 1.30/- per share) amounting to Rs. 3,36,32,706.00 (exclusive of Dividend Tax of Rs. 68,46,948.00). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register of Members as on Saturday, 24th September 2016; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited, as beneficial owners as on that date.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 9735306/- to the General Reserves out of the amount available for appropriation.
EXPANSION:
During the year, the Company has done its De-bottlenecking Programme to achieve the better economies of scale. However, the Company has not taken up any major expansion during the year under review.
CREDIT RATING:
During the year, Credit Rating of the Company has been kept same at CARE BBB-. The Credit Rating of the Company reflects the Company''''s financial discipline and prudence.
CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the financial year ended 31st March 2016.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"
DIRECTORS:
Mr. Jatinder Singh, Whole Time Director retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.
Mr. Vipin Gupta had been appointed as Whole Time Director of the Company at the 32nd Annual General Meeting of the Company held on 25th September 2012, for a period of five years w.e.f 01st November 2011. He then appointed as Chief Financial Officer of the Company by the Board on 28.05.2014. He is presently designated as CFO & Executive Director of the Company. However the Remuneration payable to Mr. Vipin Gupta is decided annually.
The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 18th May 2016 has approved the re-appointment of Mr. Vipin Gupta for period of Five years effective from 01st November 2016, subject to the approval of the shareholders in the ensuing Annual General Meeting.
Further the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 18th May 2016 has also approved the remuneration payable to Mr. Vipin Gupta for the period of One Year effective from 01st June 2016. The detail of remuneration is mentioned in the resolution itself.
The Independent Directors of your company hold office up to 24th September 2019 and are not liable to retire by rotation.
All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued as well as Regulation 16(1)(b) of Listing Regulations.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 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 Committee and Nomination and Remuneration Committee.
PUBLIC DEPOSITS:
The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.
SUBSIDIARIES:
The Company has no Subsidiary as on 31st March 2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an intergral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2015-16.
CORPORATE GOVERNANCE:
Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditors'''' Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations, forms an integral part of this report.
HUMAN RESOURCE MANAGEMENT:
Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by employees to operations of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.
COMPANY''''S PHILOSOPHY:
The Company''''s CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out to deprived communities is part of the Company''''s vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.
The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has adopted a Corporate Social Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Company''''s website at the link: http://ruchirapapers.com/Website_ Pages/info.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure I.
RISK MANAGEMENT:
As per the requirement of Regulation 21 of the Listing Regulations, your company has constituted Risk Management Committee to oversee the risk management efforts in your company. 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.
The Committee 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 and there is an adequate risk management infrastructure in place capable of addressing those risks. There are no risks which in the opinion of the Board threaten the existence of your Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
EMPLOYEE STOCK OPTION SCHEME:
At present, the Company is not having any Employee Stock Option Scheme.
INSURANCE:
The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.
AUDITOR''''S AND AUDITOR''''S REPORT:
At the 34th Annual General Meeting (AGM) of the Company held on 25th September 2014, M/S Subhash Sajal & Associates, Chartered Accountants (ICAI Reg. No. 018178N) have been appointed as the Statutory Auditors to hold the office till the conclusion of the 38th Annual General Meeting. In terms of the Provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the Shareholders at every Annual General Meeting until the expiry of the period of appointment.
AUDITORS'''' REPORT:
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Auditor''''s Report for the financial year ended 31st March 2016 does not contain any qualification, reservation or adverse remark.
COST-AUDITOR''''S:
The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 18th May 2016 has approved the reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2016-17. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing Annual General Meeting is Rs. 65000.00 (Sixty Five Thousand Only) excluding taxes and out of pocket expenses, if any. The appointment of the Cost Auditor has been intimated to the Central Govt.
The Cost Audit Report for the Financial Year 2014-15 was filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2015-16 will be submitted by Cost-Auditors with Ministry of Corporate Affairs in due course.
SECRETARIAL AUDITOR(s):
The Board has appointed M/s. R.K. Bhalla & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.
Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the
Company has uploaded details of unpaid and unclaimed amounts lying as on 25.09.2015 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs.
DISCLOSURES:
CSR Committee
The CSR Committee comprises Mr. Surinder Gupta (Chairman), Mr. Umesh Chander Garg, Mr. Subhash Chander Garg, Mr. Jatinder Singh and Mr. Vipin Gupta as members.
Audit Committee
The Audit Committee comprises directors namely Mr. Dalbir Singh (Chairman), Mr. Surinder Gupta, Mr. Avtar Singh Bajwa and Mr. Jatinder Singh as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises directors namely Mr. Dalbir Singh (Chairman), Mr. Surinder Gupta and Mr. Avtar Singh Bajwa as other members.
The Company''''s Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors'''' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure III and forms part of this Report.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Vigilance and Ethics Officer, who operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on Company''''s website at the link http://www.ruchirapapers.com/Website_ Pages/info.html
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For further details, please refer to report on Corporate Governance of this Annual Report.
Further a separate meeting of the Independent Directors of the Company was also held on 3rd March 2016, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, were discussed.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure IV to this Report.
Extract of Annual Return
The details forming part of the extract of the Annual Return as on 31st March 2016 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.
CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:
During the Financial Year 2015-16, your company has entered into transactions with related parties. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure VI and were at arm''''s length price.
The details of the related party transactions as per Accounting Standard 18 are set out in Note- 27 to the Financial Statements forming part of this report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''''s website at the Link: http://ruchirapapers.com/Website_Pages/info.html
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES::
Number of Employees as on March 31, 2016 was 967.
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nominations and Remuneration Committee and Policy have been outlined in the Corporate Governance Report which forms part of the report.
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/employees of the Company is set out in Annexure-VII to this report.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Details relating particulars of Loans given, Investment made, Guarantee given and Securities provided.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise.
c) No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Company''''s operations in future.
d) Company does not have any ESOP scheme for its employees/Directors.
Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS'''' RESPONSIBILITY STATEMENT:
The Statement of the Directors'''' Responsibility on Annual Accounts of the Company referred to in clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 shall state that-
a. that in preparation of annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 had been followed along with proper explanation relating to material departures;
b. that directors had 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 profits and loss of the Company for that period;
c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors had prepared Annual Accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
APPRECIATION:
Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.
For and on behalf of the Board
Place: KALA-AMB Subhash Chander Garg
Date: 05/08/2016 (Chairman)
Dear Members,
We are delighted to present report on our business and operations for
the year ended 31st March, 2015.
FINANCIAL RESULTS:
The Company''s financial performance for the year ended 31st March 2015
is summarized below:
(Rs. in Lacs)
Particulars 2014-15 2013-14
Net Sales 34656.06 32012.85
Other Revenue Receipts 136.05 179.80
Earning (Before Interest, 4047.49 5063.52
Depreciation & Taxes)
Less : Depreciation 957.91 1168.10
Finance Cost 1045.21 1353.92
Profit before Tax(PBT) 2044.37 2541.50
Less: Provision for Tax 761.13 1013.41
Net Profit after Tax 1283.24 1528.09
Add: Balance brought forward from 5306.71 4131.61
previous year
Balance Available in P&L Account 6589.95 5659.70
Less: Appropriations
Interim Dividend on Equity shares Nil Nil
(Including Dividend Tax)
Proposed Dividend on Equity shares 349.76 314.79
(Including Dividend Tax)
Transfer to General Reserves 64.16 38.20
Balance Carried to P&L account 6176.02 5306.71
RESULTS OF OPERATIONS:
For the financial year ended 31st March 2015, Company has registered a
growth of 8.22% in turnover and the turnover remained at Rs. 34656.06
Lacs against turnover of Rs. 32012.85 Lacs for F.Y 2013-14. The Profit
before Tax (PBT) of the Company has fallen from Rs. 2541.50 Lacs in
previous period to Rs. 2044.37 Lacs in the year under review.
DIVIDEND:
Based on the Company''s performance, the directors are pleased to
recommend for approval of the members, a dividend of Rs. 1.30/- per
equity share for the financial year ended 31st March 2015,(Previous
year- Rs. 1.20/- per share) amounting to Rs. 2,91,48,346.00 (exclusive
of Dividend Tax of Rs. 58,27,959.00). The dividend payout is subject to
approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register
of Members as on Saturday, 19th September 2015; in respect of shares
held in dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) limited, as beneficial owners as on that
date.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 64,16,186/- to the General
Reserves out of the amount available for appropriation.
EXPANSION:
The Company has taken steps to consolidate the production for achieving
the economies of scale. However, the Company has not taken up any major
expansion during the year under review.
CREDIT RATING:
During the year, Credit Rating of the Company has upgraded from CARE
BB to CARE BBB-. Improvement in Credit Rating reflects the Company''s
financial discipline and prudence.
CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
financial year ended 31st March 2015.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange Limited
(BSE)" and "National Stock Exchange of India (NSE)"
DIRECTORS:
Mr. Vipin Gupta, Director retiring by rotation and being eligible,
offered himself for re-appointment at the ensuing Annual General
Meeting.
The term of office of Sh. Subhash Chander Garg, Sh. Umesh Chander Garg
and Sh. Jatinder Singh shall expire on 31st August 2015. The Board of
Directors on the recommendation of the Nomination and Remuneration
committee, at their meeting held on 12th August 2015 has recommended
their re-appointment for the further period of 5 years w.e.f 01st
September 2015.
As per provisions of section 149(1) of the Companies Act, 2013 and
amended clause 49 of the Listing Agreement, the Company should have at
least one woman director. Hence Smt. Suhasini Yadav was appointed as
Independent Director of the Company (not liable to retire by rotation)
in the last AGM held on 25th September 2014 for the term of 5
consecutive years but shall be eligible for re-appointment on passing
of the special resolution by the Company.
The Companies Act, 2013, inter alia, provides for appointment of
independent directors. section 149(10) of the said Act, effective from
1st April, 2014, provide that independent directors shall hold office
for a term of up to five consecutive years on the Board of a Company
and shall be eligible for re-appointment on passing a special
resolution by the shareholders of the Company. Section 149(11) of the
said Act provides that no independent director shall be eligible for
more than two consecutive terms of five years. Our independent
directors were appointed as directors liable to retire by rotation
under the provisions of the erstwhile Companies Act, 1956. The Board
has been advised that independent directors so appointed would continue
to serve their existing term as per the resolution pursuant to which
they were appointed. In view of this, independent directors, namely,
Mr. Dalbir Singh, Mr. Surinder Gupta, Col. Retd Avtar Singh Bajwa and
Mr. Swatantar Kumar Dewan was appointed by the shareholders for a term
of up to five consecutive years in the last AGM held on 25th September
2014 but shall be eligible for re-appointment on passing of the special
resolution by the Company in compliance with the Companies Act, 2013.
All Independent Directors have given declarations that they meet the
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, Nomination and Remuneration Committee. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
FIXED DEPOSITS:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of Balance Sheet.
SUBSIDIARIES:
The Company has no Subsidiary as on 31st March 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year 2014-15 as
stipulated under Clause 49 of listing Agreement with Stock Exchanges,
is presented in a separate section forming part of Annual Report.
CORPORATE GOVERNANCE:
Your Company continues to be committed to good Corporate Governance
aligned with good practices. Your Company is in compliance with the
standards set out by Clause 49 of the Listing Agreement with the Stock
Exchanges. A separate report on Corporate Governance along with
Auditors'' Certificate on compliance with the Corporate Governance as
stipulated in Clause 49 is set out in this Annual Report and forms part
of this report.
HUMAN RESOURCE MANAGEMENT:
Our Employees are most valuable assets of the Company. We encourage
innovation, meritocracy and the pursuit of excellence. We have setup a
scalable recruitment and human resources management process, which
enables us to attract and retain employees. Cordial employee relations
were maintained throughout the year in Company. The directors express
their appreciation for the contribution made by employees to operations
of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted an independent Corporate Social
Responsibility Committee pursuant to section 135 of the Companies Act,
2013.
COMPANY''S PHILOSOPHY:
The Company''s CSR philosophy is based on the belief that a successful
business can develop only by creating a prosperous society around.
Reaching out deprived communities is part of the Company''s vision and
its CSR initiatives aim at supplementing government endeavors to help
the citizens in the vicinity to achieve better living standards and
good quality of life. The Company has been engaging with civil society,
public at large through dissemination of its CSR initiatives.
The Company would also undertake other need based initiatives in
compliance with Schedule VII of the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has adopted a Corporate Social Responsibility Policy as
required under section 135 of the Companies Act, 2013 for the
activities covered under Schedule VII of the Act. The CSR Policy may
be accessed on the Company''s website at the link:
http://ruchirapapers.com/Website_Pages/ info.html.
The Annual Report on CSR activities is annexed herewith marked as
Annexure I.
RISK MANAGEMENT:
During the year, your Directors have constituted a Risk management
Committee pursuant to Section 134(3)(n) of the Companies Act, 2013 &
Clause 49 of the listing agreement. The details of the committee and
its terms of reference are set out in the corporate governance report
forming part of the Annual Report.
The Committee 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 and there is an adequate risk management
infrastructure in place capable of addressing those risks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
EMPLOYEE STOCK OPTION SCHEME:
At present, the Company is not having any Employee Stock Option Scheme.
INSURANCE:
The assets of Company are adequately insured against loss of fire,
riot, earthquake, flood etc. and other risks which are considered
necessary by the Management.
AUDITORS:
M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered
Accountants, were appointed as Statutory Auditors of your Company at
the last Annual General Meeting held on 25th September 2014 for a term
of five consecutive years. As per the provisions of Section 139 of the
Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
AUDITORS'' REPORT:
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remarks or disclaimer given by the Auditors in
their Report.
COST-AUDIT:
The Company has re-appointed M/s Sanjay Kumar Garg & Associates, Cost
Accountants as Cost Auditors of the Company for the financial year
2015-16. The appointment of the Cost Auditor has been intimated to the
Central Govt.
The Cost Audit Report for the Financial Year 2013-14 was filed by the
Cost Auditors with the Ministry of Corporate Affairs, Govt. of India.
Whereas Cost Audit Report for the Financial Year 2014-15 will be
submitted by Cost-Auditors with Ministry of Corporate Affairs in due
course.
SECRETARIAL AUDITOR:
The Board has appointed Mr. R.K. Bhalla, Practising Company Secretary,
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended March 31, 2015 is
annexed herewith marked as Annexure II to this report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year, the Company was not required to transfer any amount to
the Investor Education and Protection Fund.
Pursuant to provisions of Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying
with Companies) Rules, 2012, the Company has uploaded details of unpaid
and unclaimed amounts lying as on 25.09.2014 (date of last Annual
General Meeting) on website of the Company, as also with Ministry of
Corporate Affairs.
DISCLOSURES:
CSR Committee
The CSR Committee comprises Sh. Surinder Gupta (Chairman), Sh. Umesh
Chander Garg, Sh. Subhash Chander Garg, Sh. Jatinder Singh and Sh.
Vipin Gupta as members.
Audit Committee
The Audit Committee comprises directors namely Sh. Dalbir Singh
(Chairman), Sh. Surinder Gupta, Sh. Avtar Singh Bajwa and Sh. Jatinder
Singh as other members. All the recommendations made by the Audit
Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises directors namely
Sh. Dalbir Singh (Chairman), Sh. Surinder Gupta and Sh. Avtar Singh
Bajwa as other members.
The Company''s Policy relating to appointment of Directors, payment of
Managerial Remuneration, Directors'' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
as Annexure III and forms part of this Report.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism and Whistle Blower Policy under which
the employees are free to report violations of applicable laws and
regulations and the code of conduct. The reportable matters may be
disclosed to the Vigilance and Ethics Officer, which operates under the
supervision of the Audit Committee. Employees may also report to the
Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. The Policy on vigil
mechanism and whistle blower policy may be accessed on Company''s
website at the link http://www.ruchirapapers.com/Website_Pages/
info.html
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For
the further details, please refer report on Corporate Governance of
this Annual Report.
Further a separate meeting of the Independent Directors of the Company
was also held on 13th March 2015, whereat the prescribed items
enumerated under Schedule IV to the Companies Act, 2013 and clause 49
of the Listing Agreement were discussed.
Energy Conservation, Technology Absorption, Foreign Exchange Earnings
and Outgo
A statement giving details of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, as required to be
disclosed under the Act, are provided in Annexure IV to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as annexure
V to this Report.
CONTRACTS AND Agreement WITH RELATED PARTIES:
The particulars of every contract and arrangement entered into by the
Company with related parties referred to in sub- section (1) of Section
188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in
Annexure VI and were at arm''s length price.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the Link:
http://ruchirapapers.com/Website_Pages/info.html
PARTICULAR OF EMPLOYEES:
Number of Employees as on March 31, 2015 was 953.
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, in respect of the employees of the Company, will be
provided upon request. Having regard to the provisions of the first
proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
registered office of the Company during working hours and any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
a) Details relating particulars of Loans given, Investment made,
Guarantee given and Securities provided.
b) Details relating to deposits covered under Chapter V of the Act.
c) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
d) No significant or material orders were passed by the Regulators or
Courts of Tribunals which impact the going concern status and Company''s
operations in future.
Your Directors further state that during the year under review, there
was no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Statement of the Directors'' Responsibility on Annual Accounts of
the Company referred to in clause (c) of sub- section (3) of Section
134 of the Companies Act, 2013 shall state that-
a. that in preparation of annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b. that directors had 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 profits
and loss of the Company for that period;
c. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the directors had prepared 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 are operating effectively; and
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors wish to express their grateful appreciation for the
cooperation and continued support received from Bankers, Financial
Institutions, Government agencies, Shareholders, Vendors, Customers and
Society at large. Your directors also take on record, their
appreciation for contribution and hard work of Executives, Employees
and Workers.
FOR AND ON BEHALF OF THE BOARD
PLACE: KALA-AMB SUBHASH CHANDER GARG
DATE: 12.08.2015 (CHAIRMAN)
Dear Members,
We are delighted to present report on our business and operations for
the year ended 31st March, 2014.
FINANCIAL RESULTS:
The Company''s financial performance for the year ended 31st March 2014
is summarized below:
(Rs. in Lacs)
Particulars 2013-14 2012-13
Net Sales 32012.85 29741.29
Other Revenue Receipts 179.80 174.00
Earning (Before Interest, 5063.52 5262.33
Depreciation & Taxes)
Less : Depreciation 1168.10 1099.18
Finance Cost 1353.92 1692.96
Profit before Tax(PBT) 2541.50 2470.19
Less: Provision for Tax 1013.41 825.61
Net Profit after Tax 1528.09 1644.58
Balance brought forward from 4131.61 2747.62
previous year
Balance Available in P & L 5659.70 4392.20
Account
Appropriations
Interim Dividend on Equity shares Nil 260.59
(Including Dividend Tax)
Proposed Dividend on Equity shares 314.79 Nil
(Including Dividend Tax)
Transfer to General Reserves 38.20 Nil
Balance Carried to P&L account 5306.71 4131.61
RESULTS OF OPERATIONS
For the financial year ended 31st March 2014, company has recorded a
strong revenue and profits before tax. The Company has taken in house
measures to increase efficiency for achieving the economies of scale.
During the year, Sales of the Company was Rs. 32012.85 Lacs and
registered a growth of 7.64 % over the sales during previous financial
year of Rs. 29741.29. The Profit before Tax (PBT) of the Company has
grown from Rs. 2470.19 Lacs in previous period to Rs. 2541.50 Lacs in
the year and registered a growth of 2.89% under review.
DIVIDEND:
Based on the Company''s performance, the directors are pleased to
recommend for approval of the members, a dividend of Rs. 1.20/- per
equity share for the financial year ended 31st March 2014, amounting to
Rs. 2,69,06,165.00 (exclusive of Dividend Tax of Rs. 45,72,703.00). The
dividend payout is subject to approval of members at the ensuing Annual
General Meeting.
The dividend will be paid to members whose names appear in the Register
of Members as on 12th September 2014; in respect of shares held in
dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) limited, as beneficial owners as on that
date.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 38,20,232.00 to the General
Reserves out of the amount available for appropriation.
EXPANSION:
The Company has been taking steps to consolidate the production for
achieving the economies of scale. Accordingly, the Company has not
taken up any major expansion during the year under review.
CREDIT RATING:
During the year, Credit Rating of the Company has upgraded from CARE B
to CARE BB . Improvement in Credit Rating reflects the Company''s
financial discipline and prudence.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange Limited
(BSE)" and "National Stock Exchange of India (NSE)"
DIRECTORS:
During the Year, there is no change in the directorship of the Company.
Mr. Subhash Chander Garg, Director retiring by rotation and being
eligible, offered himself for re-appointment at the ensuing Annual
General Meeting.
As per provisions of Section 149(1) of the Companies Act, 2013 and
amended clause 49 of the Listing Agreement, the Company should have at
least one woman director.
Keeping in view of the above legal requirements, the Board of Directors
have proposed that Smt. Suhasini Yadav be appointed as a Director of
the Company. A brief resume of Smt. Suhasini Yadav is explained under
the section "Information pursuant to clause 49 of the Listing Agreement
regarding appointment or re-appointment of the director at the
forthcoming Annual General Meeting" at the end of the notice.
The Companies Act, 2013 inter alia provides for appointment of
independent directors. Section 149(10) of the said Act, effective from
1st April, 2014, provide that independent directors shall hold office
for a term of up to five consecutive years on the Board of a company
and shall be eligible for re- appointment on passing a special
resolution by the shareholders of the Company. Section 149(11) of the
said Act provides that no independent director shall be eligible for
more than two consecutive terms of five years. It is also clarified
that existing tenure of an independent director shall not be counted
for the above purpose. Section 149(13) states that the provisions of
retirement by rotation as provided in Section 152(6) and (7) of the
said Act shall not apply to such independent directors. Our independent
directors were appointed as directors liable to retire by rotation
under the provisions of the erstwhile Companies Act, 1956. The Board
has been advised that independent directors so appointed would continue
to serve their existing term as per the resolution pursuant to which
they were appointed. In view of this, independent directors, namely,
Mr. Dalbir Singh, Mr. Surinder Gupta, Col. Retd Avtar Singh Bajwa and
Mr. Swatantar Kumar Dewan will complete their present term, at the
ensuing AGM, and being eligible and seeking re-appointment, be
considered by the shareholders for re-appointment for a term of up to
five consecutive years.
FIXED DEPOSITS:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on date of Balance Sheet.
SUBSIDIARIES:
The Company has no Subsidiary as on 31st March 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year 2013-14 as
stipulated under Clause 49 of listing Agreement with Stock Exchanges,
is presented in a separate section forming part of Annual Report.
CORPORATE GOVERNANCE:
Your Company continues to be committed to good Corporate Governance
aligned with good practices. Your Company is in compliance with the
standards set out by Clause 49 of the Listing Agreement with the Stock
Exchanges. A separate report on Corporate Governance along with
Auditors'' Certificate on compliance with the Corporate Governance as
stipulated in Clause 49 is set out in this Annual Report and forms part
of this report.
HUMAN RESOURCE MANAGEMENT:
Our Employees are most valuable assets of the Company. We encourage
innovation, meritocracy and the pursuit of excellence. We have setup a
scalable recruitment and human resources management process, which
enables us to attract and retain employees. Cordial employee relations
were maintained throughout the year in Company. The directors express
their appreciation for contribution made by employees to operations of
the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted an independent Corporate Social
Responsibility Committee pursuant to Section 135 of the Companies Act,
2013.
COMPANY''S PHILOSOPHY:
The Company''s CSR philosophy is based on the belief that a successful
business can develop only by creating a prosperous society around.
Reaching out deprived communities is part of the Company''s vision and
its CSR initiatives aim at supplementing government endeavors to help
the citizens in the vicinity to achieve better living standards and
good quality of life. The Company has been engaging with civil society,
public at large through dissemination of its CSR initiatives.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has adopted a Corporate Social Responsibility Policy as
required under Section 135 of the Companies Act, 2013 for the
activities covered under Schedule VII of the Act. A Copy of the Policy
is also available on website of the Company.
INSURANCE:
The assets of Company are adequately insured against loss of fire,
riot, earthquake, flood etc. and other risks which are considered
necessary by the Management.
AUDITORS:
M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered
Accountants, who are the statutory auditors of the Company, hold office
till the conclusion of the forthcoming Annual General Meeting and are
eligible for re- appointment. Pursuant to the provisions of section 139
of the Companies Act, 2013 and the rules framed there under, it is
proposed to appoint M/S Subhash Sajal & Associates as Statutory
Auditors of the Company from the conclusion of the forthcoming Annual
General Meeting till the conclusion of 38th Annual General Meeting to
be held in the year 2018, subject to ratification of their appointment
and revision in remuneration at every AGM.
The Company has received letter from them to the effect that their
appointment, if made, would be with in the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and they are not
disqualified for appointment.
AUDITORS'' REPORT:
The observations of the auditors (if any) in their report read with
relevant notes are self-explanatory and require no further comments.
COST-AUDIT:
The Company has re-appointed M/s Sanjay Kumar Garg & Co, Cost
Accountants as Cost Auditors of Company for the financial year 2014-15.
The approval of the Central Govt. in this regard has taken by the
Company.
The Cost Audit Report for the Financial Year 2012-13 was filed by the
Cost Auditors with the Ministry of Corporate Affairs, Govt. of India.
Whereas Cost Audit Report for the Financial Year 2013-14 will be
submitted by Cost-Auditors with Ministry of Corporate Affairs in due
course.
INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to provisions of Section 205A(5) and 205C of the Companies
Act, 1956, The Company has transferred the amount of Rs. 25553.00,
which remained unclaimed for a period of seven years as Share
Application money pending allotment to the Investor Education and
Protection Fund on due date.
Pursuant to provisions of Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying
with Companies) Rules, 2012, the Company has uploaded details of unpaid
and unclaimed amounts lying as on 11.09.2013 (date of last Annual
General Meeting) on website of the Company, as also with Ministry of
Corporate Affairs.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
A statement giving details of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, in accordance with
Section 217 (e) of the Companies Act, 1956, read with Companies (
Disclosure of Particulars in the Report of Board of Directors ) Rules,
1988 , is set out in Annexure -1 hereto and forms part of this report.
PARTICULAR OF EMPLOYEES:
As required under provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of employees are set out in
annexure included in this report. However, as per provisions of section
219(1)(b)(iv) of the said Act, annual report is being sent to all the
shareholders of the company excluding the aforesaid information and the
said particulars are made available at the Registered Office of the
Company. This statement shall be made available for inspection by any
member during working hours for period of 21 days before the date of
Annual General Meeting. The members interested in obtaining such
particulars may write to Company Secretary at registered office of the
Company.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956:
The Statement of the Directors'' Responsibility on Annual Accounts of
the Company for the year ended March 31, 2014 is given as follow:-
a. that in preparation of annual accounts, the applicable accounting
standards read with requirements set out under Schedule VI to the
Companies Act, 1956 had been followed along with proper explanation
relating to material departures from the same;
b. that directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent , so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2014 and of profits of the
Company for the year ended as on that date;
c. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of this Act for safeguarding assets of the company and for
preventing and detecting fraud and other irregularities;
d. that the directors had prepared Annual Accounts on a going concern
basis.
ACKNOWLEDGEMENT:
Your Directors wish to express their grateful appreciation for the
cooperation and continued support received from Bankers, Financial
Institutions, Government agencies, Shareholders, vendors, customers and
society at large. Your directors also take on record, their
appreciation for contribution and hard work of Executives, Employees
and Workers.
FOR AND ON BEHALF OF THE BOARD
PLACE: KALA-AMB JATINDER SINGH
DATE: 04.08.2014 (CHAIRMAN)
