We are delighted to present report of directors on our business and operations for the year ended 31st March, 2016.
The Company''''s financial performance for the year ended 31st March 2016 is summarized below:
(Rs. in Lacs)
Other Revenue Receipts
Earning (Before Interest, Depreciation & Taxes)
Profit before Tax(PBT)
Less Provision for Tax(Including Deferred Tax;
Net Profit after Tax
Add Balance brought forward from previous year
Balance Available in P&L Account
Interim Dividend on Equity shares (Including Dividend Tax)
Proposed Dividend on Equity shares (Including Dividend Tax)
Transfer to General Reserves
Balance Carried to P&L account
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.
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.
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.
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)"
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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)