Ruchira Papers Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2023
We are delighted to present report of directors on our business and operations for the year ended 31st March, 2023.
The Companyâs financial performance for the year ended 31st March 2023 is summarized below:
|
(Rs. In Lakhs) |
||
|
S . Particulars No |
2022-23 |
2021-22 |
|
I Revenue from Operations (Net of Taxes) |
80270.11 |
61286.25 |
|
II Other Income |
175.32 |
143.40 |
|
III Total Revenue (I II) |
80445.43 |
61429.65 |
|
IV Expenses |
||
|
Cost of materials consumed |
57053.16 |
44876.65 |
|
Changes in inventories of finished goods, work-in-progress and stock-in- trade |
437.48 |
(961.69) |
|
9 Employee benefits expense |
4771.16 |
4472.15 |
|
Finance Cost |
502.45 |
609.27 |
|
Depreciation and amortization expense |
1527.70 |
1445.66 |
|
Other expenses : |
||
|
i) Manufacturing Expenses |
5967.28 |
5662.77 |
|
ii) Selling, Distribution and Establishment expenses |
1121.61 |
871.22 |
|
Total expenses |
71380.84 |
56976.03 |
|
V Profit before exceptional and extraordinary items and tax (III-IV) |
9064.59 |
4453.62 |
|
VI Exceptional items |
- |
- |
|
VII Profits before extraordinary items and tax (V-VI) |
9064.59 |
4453.62 |
|
VIII Extraordinary items (Net of Tax Expense) |
- |
- |
|
IX Profits Before Tax |
9064.59 |
4453.62 |
|
X Tax Expenses |
||
|
1) Current Tax |
2107.81 |
954.38 |
|
2) Deferred Tax |
194.08 |
189.87 |
|
XI Net Profit for the period |
6762.70 |
3309.37 |
|
Xll Other Comprehensive income/(loss) |
||
|
Items that will not be reclassified to profit or (loss) |
||
|
Re-measurement of net defined benefits plans |
(37.08) |
(14.19) |
|
Income tax related to these items |
(9.33) |
(3.57) |
|
Total comprehensive income |
6734.95 |
3298.75 |
|
Paid-up equity share capital |
2984.50 |
2520.43 |
|
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year |
35063.15 |
28438.61 |
|
Earnings per equity share of H10/- each |
||
|
Basic |
22.66 |
13.13 |
|
Diluted |
22.66 |
12.89 |
The Company is engaged in the business of manufacturing of Writing & Printing Paper and Kraft Paper. The Writing and Printing Paper is being manufactured by using agricultural residues, such as wheat straw, Bagasse, Sarkanda, Softwood Pulp and other fillers and the Kraft Paper is being manufactured by using waste paper and agriculture residues, such as Bagasse, Wheat Straw, Sarkanda etc. The company has made proactive investments in chemical recovery, effluent treatment and power co-generation plants on the one hand and the consumption of renewable agro-based raw material on the other. Our Tagline "committed to the earthâ reflects our commitment.
OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE AND OPERATIONS
The FY 2022-23 has been a transformative year for our Company, with the global economic situation showing signs of recovery due to mass vaccination efforts against Covid-19. The increased demand for Paper and Paper products in various sectors, coupled with improved net average sales realization, has played a crucial role in our growth and strengthened our position in the market.
As we move forward, we remain committed to maintaining our momentum and delivering value to our shareholders, customers, and stakeholders. We will continue to focus on innovation, customer satisfaction, and operational excellence to capitalize on emerging opportunities and navigate through potential challenges.
1. Production Volume Growth: During FY 2022-23, the Company registered a volume growth of 4.31% on a Year-on-Year (YoY) basis, achieving a production of 146758 MT compared to 140688 MT in FY 2021-22.
2. Revenue Growth: The Company''s total revenue for FY2022-23 stood at H80270.11 Lakh, witnessing a substantial increase from H61286.25 Lakhs in FY 2021-22. This growth was primarily attributed to volume growth and improved net average sales realization (NSR) of finished goods of WPP compared to the previous financial year.
3. EBITDA Margins: The Company''s EBITDA margins stood at H10919.40 Lakh in FY 2022-23, a significant rise from H6365.16 Lakh in FY 202122. The increase in EBITDA margins reflects improved operational efficiency.
4. Revenue Sharing: During FY 2022-23, the revenue sharing between Writing and Printing Paper & Kraft Paper was at 60.68% and 39.32%, respectively.
5. Net Average Sales Realization (NSR): The NSR of Writing and Printing Paper increased to H83619 PMT in FY 2022-23 from H56376 PMT in FY 202122, indicating improved sales realization for this segment. However, the NSR of Kraft Paper decreased marginally from 36503 PMT to H35579 PMT in FY 2022-23.
6. Net Profit: The Company registered a remarkable Net Profit of H6762.70 lakh during FY 2022-23, a significant increase compared to the Net Profit of H3309.37 lakh in FY 2021-22. This surge in profitability can be attributed to the growth in revenue, efficient cost management, and improved sales realization.
INDIAN ACCOUNTING STANDARDS (IND AS)
The financial results for the year ended 31st March 2023 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013.
Based on the Companyâs performance, The Board of Directors are pleased to recommend a dividend of H5/- (50% on Face value) per equity share for the financial year ended 31st March 2023 (Previous year- H2/- per equity share). 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 close of business hours on Friday, 22nd September 2023; 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. The payment of such dividend will be made on or after Thursday, 12th October 2023.
The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.
EXPANSION:
During the year under review, no major expansion undertaken by the company.
CREDIT RATING:
During the year under review, the facility wise credit rating is as under:
|
Facilities |
Rating |
|
Long Term |
CARE A (Minus);, Outlook Stable |
|
Bank Facilities |
(Assigned) |
|
Short Term |
CARE A2 (Assigned) |
|
Bank Facilities |
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 2023. Further there have been no material changes and commitments affecting financial position of the Company from the end of financial year till the date of this report.
SHARE CAPITAL AND LISTING OF SHARES:
During the year under review, the paid-up capital of the Company has been increased by H4,64,06,810/- from H25,20,43,040/- to H29,84,49,850/-. The allotment committee of the Board has made allotment of 9,52,500 and 9,75,000 equity shares pursuant to conversion of share warrants into equity shares to the Promoters and Promoter Group on 20.06.2022 and 13.08.2022 respectively. The Board at its meeting held on 30.08.2022 recommend the issue of bonus shares in the ratio of 1:10 i.e. one new equity share for ten existing equity shares. The shareholders has approved the issue of bonus shares at the Annual General Meeting held on 29th September 2022. The allotment committee at its meeting held on 14.10.2022 made the allotment of 27,13,181 bonus shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of Fourteen (14) Directors, out of which Seven (7) are Executive Director including One (1) Woman Director and Seven (7) are Independent Directors including One (1) Woman Director.
Mr. Jatinder Singh and Mr. Vipin Gupta, Whole Time Directors retiring by rotation and are being eligible, offered themselves for re-appointment at the ensuing Annual General Meeting.
During the period under review, Smt. Ruchica Garg Kumar, Sh. Deepan Garg and Sh. Daljeet Singh Mandhan was appointed as Whole Time Director of the Company by the members at the 42nd Annual General Meeting of the Company held on 29th September 2022 to hold office for five years commencing from 01st October 2022 till 30th September 2027, with their period of office liable to determination by retirement of rotation. Sh. Ashwani Kumar Agarwal and Sh. Kapil Gupta was appointed as Independent Director of the Company by the members at the 42nd Annual General Meeting of the Company held on 29th September 2022 to hold office for five years commencing from 01st October 2022 till 30th September 2027.
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.
Sh. Vishav Sethi, Company Secretary and Compliance Officer of the company, was resigned from his office on 16th April 2022 and Sh. Iqbal Singh was appointed as Company Secretary and Compliance Officer of the company in place of Sh. Vishav Sethi by the Board of Director at its meeting held on 27th May 2022.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:
In terms of applicable provisions of the Companies Act, 2013 read with rules framed there under and provisions of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each director was carried out for the Financial Year 2022-23. The Independent Directors in their separate meeting held on 20th March 2023 have reviewed the performance of non-independent
directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, at its meeting held on 29th May 2023 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.
Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholdersâ interests in mind and effectiveness as Chairman.
Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
In terms of the Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March 2023:
1. Mr. Jatinder Singh - Chairman & Whole Time Director
2. Mr. Subhash Chander Garg - Co Chairman & Whole Time Director
3. Mr. Umesh Chander Garg - Managing Director
4. Mrs. Ruchica Garg Kumar - Whole Time Director
5. Mr. Deepan Garg -Whole Time Director
6. Mr. Daljeet Singh Mandhan - Whole Time Director
7. Mr. Vipin Gupta - CFO & Executive Director
8. Mr. Iqbal Singh - Company Secretary & Compliance Officer
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at http://www.ruchirapapers.com/ investors.html.
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, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31st March 2023.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an integral 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 2022-23.
Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditorsâ Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations forms an integral part of this Annual Report.
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 Companyâs 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 Companyâs vision and its CSR initiatives aim at supplementing government endeavorsâ 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 Companyâs website at the link: http:// www.ruchirapapers.com/investors.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure I.
Your directors continuously evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors have laid down internal financial controls to be followed by the Company for ensuring
the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
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 AND AUDITOR''S REPORT:
M/s Subhash Sajal & Associates, (Firm Registration Number 018178N), the current Statutory Auditors of the Company have completed their two terms of five consecutive years. They are statutorily not eligible for re-appointment and therefore they cannot continue as Statutory Auditors of the Company after the conclusion of this AGM. Your Board of Directors place on record their appreciation for the valuable services rendered by them during their tenure as Statutory Auditors of your Company.
It is proposed to appoint M/s Moudgil & Co., Chartered Accountants, Chartered Accountants as Statutory Auditors of the Company, in place of M/s Subhash Sajal & Associates, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 48th Annual General Meeting. M/s Moudgil & Co., Chartered Accountants, have consented to be the Statutory Auditors of your Company, if appointed by the Members at the AGM and have also confirmed that their appointment would be within the limits specified under Section 139 of the Act. There are no qualifications or adverse remarks in the Auditorâs Report which require any clarification or explanation.
M/S Subhash Sajal & Associates, Chartered Accountants, Statutory Auditors of the Company
have submitted Auditorâs Report on the financial statement of the Company for the Financial Year ended 31st March 2023. The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The Auditorâs Report for the financial year ended 31st March 2023 does not contain any qualification, reservation or adverse remark(s).
Maintenance of Cost Records as specified by Central Government under sub section (1) of section 148 of Companies Act, 2013 is applicable to the company and accordingly such accounts and records are made and maintained by the Company.
The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 29th May 2023 has approved the re-appointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24. The remuneration proposed to be paid to the Cost Auditor, subject to ratification at the ensuing Annual General Meeting is H75,000/- (Seventy Five Thousand Only) excluding taxes and out of pocket expenses, if any. The appointment of the Cost Auditor has been intimated to the Central Government.
The Cost Audit report for the Financial Year 2021-22 has been filed by the Cost Auditors with the Ministry of Corporate Affairs, Government of India. Whereas Cost Audit Report for the Financial Year 2022-23 will be submitted by Cost-Auditors with Ministry of Corporate Affairs with in prescribed time.
M/S. M. Kumar & Associates, Practicing Company Secretary had been appointed as Secretarial Auditors by the Board of Directors to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark(s).
As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to the above mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report
from a Practicing Company Secretary w.r.t the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has transferred an unpaid final dividend of H90,260/-related to FY 2014-15 to the Investor Education and Protection Fund on dated 11th November 2022. Furthermore, in terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be credited to the Demat Account ofInvestor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits, if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Accordingly, the company has transferred 3964 equity shares to the Demat Account of IEPFA as the dividend on these shares was unpaid for the continuous period of 7 Years. Furthermore, 566 Bonus Equity shares were transferred for FY 2012-13 and 110 Bonus Equity shares for FY 2013-14 in respect of shares transferred to IEPFA, in order to provide benefits to shareholders whose shares have already been transferred to IEPFA. Shareholders can reclaim these shares by following the prescribed procedure under the aforementioned rules. The company also transferred the fractional amount of H724.49, raised from the sale of fractional bonus shares, to IEPFA in respect of shares of those shareholders whose shares have already been transferred to IEPF account for FY 2012-13 and 2013-14.
Therefore, it is in the interest of the shareholders to regularly claim the dividends declared by the Company.
The company has established six committees, namely the CSR Committee, Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Allotment Committee, and Project Committee. For further insights into their compositions, responsibilities, and the meetings held during the reporting year, kindly refer to the corporate governance report of the company.
The Companyâs Policy relating to appointment of Directors, payment of Managerial Remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the company website.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws, regulations and the code to the Chairman of the Audit Committee. During the year under review, no employee(s) was denied access to the Audit Committee. Further there were no instances of fraud reported to the Audit Committee/Board. The Policy on vigil mechanism/whistle blower policy may be accessed on Companyâs website at the link htt p://www. ru c h i ra pa pers.co m/i nvesto rs. ht m l. The reportable matters may be disclosed to the Vigilance and Ethics Officer, who operates under the supervision of the Audit Committee.
Five (5) meetings of the Board of Directors were held during the year. For further details regarding dates of Board Meetings, Committee Meetings and attendance of Directors, please refer Corporate Governance report forming part of this Annual Report. Further a separate meeting of the Independent Directors of the Company was also held on 20th March 2023, where at 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. The maximum gap between any two consecutive Board meetings was as per applicable provisions.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your company. 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 III to this Report.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March 2023 is available on Companyâs website at https:// www.ruchirapapers.com/financial.html.
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
All Related Party Transactions that were entered into during the year were on an armâs length basis and were in compliance with applicable provisions of the Act and the Listing Regulations. Further the Board of Directors/Audit Committee at their meeting held on 11.02.2022, accorded its approval for related party transactions. For detailed information refer Form No. AOC-2 in Annexure IV of Directorsâ Report
A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. 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 IV of Directorsâ Report and were at armâs length price.
The details of the related party transactions as per IND AS 24 are set out in Note- 28 to the Financial Statement 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 Companyâs website at the Link: http://www.ruchirapapers.com/ investors.html.
DISCLOSURE RELATING TOREMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES:
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 information required pursuant to Section 197(12) 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-V 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 to particulars of Loans given, Investment made, Guarantee given and Securities provided u/s 186.
b) Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
c) Issue of equity shares with differential rights as to dividend, voting or otherwise.
d) Significant or material orders passed by the Regulators or Courts of Tribunals which impact the going concern status and Companyâs operations in future.
e) No fraud has been reported by the Auditors to the Audit Committee or the Board.
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'' RESPONSIBILITYSTATEMENT:
That pursuant to statement of the Directorsâ Responsibility on Annual Accounts of the Company referred to in clause (c) of sub-section (3) of Section 134 read with Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability, confirm:
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 (if any);
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 going concern basis;
e. that 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. that 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.
Mar 31, 2018
The are delighted to present report of directors on our business and operations for the year ended 31st March, 2018.
FINANCIAL RESULTS:
The Companyâs financial performance for the year ended 31st March 2018 is summarized below:
(Rs. in Lakhs)
|
S. No |
Particulars |
2017-18 |
2016-17 |
|
1 |
Revenue from Operations (Net of Excise Duty) |
44760.15 |
41710.38 |
|
II |
Other Income |
375.19 |
100.28 |
|
III |
Total Revenue (l ll) |
45135.34 |
41810.66 |
|
IV |
Expenses |
||
|
Cost of materials consumed |
27227.80 |
26744.68 |
|
|
Changes in inventories of finished goods, work-in-progress and stock-in-trade |
(1.86) |
(270.41) |
|
|
Employee benefits expense |
4018.72 |
3320.58 |
|
|
Finance Cost |
771.69 |
791.78 |
|
|
Depreciation and amortisation expense |
1196.54 |
1059.41 |
|
|
Other expenses : |
|||
|
i) Manufacturing Expenses |
5162.41 |
4670.68 |
|
|
ii) Selling, Distribution and Establishment exp. |
935.72 |
849.17 |
|
|
Total expenses |
39311.02 |
37165.89 |
|
|
V |
Profit before exceptional and extraordinary items and tax (lll-IV) |
5824.32 |
4644.77 |
|
VI |
Exceptional items |
(6.65) |
1.20 |
|
VII |
Profits before extraordinary items and tax (V-VI) |
5830.97 |
4643.57 |
|
VIII |
Extraordinary items (Net of Tax Expanse) |
- |
- |
|
IX |
Profits Before Tax |
5830.97 |
4643.57 |
|
X |
Tax Expenses |
||
|
1) Current Tax |
1747.74 |
1258.48 |
|
|
2) Deferred Tax |
281.57 |
135.54 |
|
|
XI |
Net Profit for the period |
3801.66 |
3249.55 |
|
Xll |
Other Comprehensive income/(loss) |
||
|
Items that will not be reclassified to profit or (loss) |
|||
|
Re-measurement of net defined benefits plans |
33.81 |
(68.30) |
|
|
Income tax related to these items |
11.70 |
(23.64) |
|
|
Total comprehensive income |
3823.77 |
3204.89 |
|
|
Paid-up equity share capital |
2242.18 |
2242.18 |
|
|
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year |
16892.32 |
13032.96 |
|
|
Earnings per equity share of Rs.10/- each |
|||
|
Basic |
17.05 |
14.29 |
|
|
Diluted |
16.86 |
14.29 |
OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE AND OPERATIONS
For the financial year ended 31st March 2018, Companyâs turnover has registered a growth of 7.31% and the turnover achieved is Rs.44760.15 Lakh against turnover of Rs.41710.38 Lakh for F.Y 2016-17. The Profit before Tax (PBT) for the current year is Rs.5830.97 Lakh as against Rs.4643.57 Lakh in previous year. The Profit after Tax for the current year is Rs.3823.77 Lakh as against Rs.3204.89 Lakh in the previous year- a growth of 19.31%.
INDIAN ACCOUNTING STANDARDS (IN DAS)
The Company has adopted Ind AS with effect from 1st April 2017 with a transition date of 1st April 2016. Accordingly, results for the year ended 31st March 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other GAAP in India. Previous periods figures have been restated as per Ind AS to make them comparable.
DIVIDEND
Based on the Companyâs performance, The Board of Directors are pleased to recommend a dividend of Rs.2.25/- per equity share for the financial year ended 31st March 2018 (Previous year- Rs.2.25/- per share). 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 close of business hours on Friday, 21st September 2018; 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 do not propose to transfer any amount to the General Reserve out of the amount available for appropriations.
EXPANSION:
During the year, the Company Undertook modernization and up gradation programme that has facilitated the company to enhance production on the one side and to produce value added products on the other side. Following the completion of the above modernization, the company will be able to produce value added products in Kraft Unit and production shall also be increased, servicing the growing needs of customers
During the year under review, the company outlined a proposal to commission Greenfield project of 100,000 TPA capacity for writing and printing paper. When commissioned across the foreseeable future, this proposed investment can completely transform the companyâs fundamentals, virtually increasing production and revenues.
CREDIT RATING:
During the year, Credit Rating of the Company has been kept at CARE BBB (under credit watch with negative implications).
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 2018.
SHARE CAPITAL AND LISTING OF SHARES:
During the year under review, the following changes were made in capital structure of the Company:
The Company has allotted 18,30,000 share warrants convertible into equity shares of Rs.10/- each at Rs.140.50 per warrants on dated 31st May 2017 on preferential basis to promoters and promoters group. These warrants are convertible into equity shares with in 18 months from the date of allotment. An amount equivalent to 25% of the issue price has been received by the company and balance shall be receivable at the time of conversion.
There is no change in paid up capital of the company during the year.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
The equity shares of the Company are listed at âBombay Stock Exchange (BSE)â and âNational Stock Exchange of India (NSE)â
DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Board of Directors consists of 9 Directors, out of which 4 are Executive Director and 5 are Independent Directors including 1 Woman Director.
Mr. Subhash Chander Garg retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.
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(l)(b) of Listing Regulations.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:
In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there under and provisions of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each Director was carried out for the Financial Year 2017-18.
Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholdersâ interests in mind and effectiveness as Chairman.
Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
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 2018.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an integral 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 2017-18.
CORPORATE GOVERNANCE:
Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditorsâ Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations forms an integral part of this Annual 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.
COMPANYâS PHILOSOPHY:
The Companyâs 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 Companyâs vision and its CSR initiatives aim at supplementing government endeavours 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 Companyâs website at the link: http:// www.ruchirapapers.com/investors.html.
The Annual Report on CSR activities is annexed herewith marked as Annexure I.
RISK MANAGEMENT:
Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.
This robust Risk Management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Companyâs competitive advantage.
The Heads of various departments are responsible with respect to the process of identifying key risks associated with the business. There are no risks which in the opinion of the Board threaten the existence of your Company.
The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
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.
AUDITORâS AND AUDITORâS REPORT:
M/s Subhash Sajal & Associates, Chartered Accountant were firstly appointed as Statutory Auditors of the company by members at their 33rd annual general meeting held on 11th September 2013 to hold office till the conclusion of 34th Annual General Meeting in accordance with erstwhile provisions of Companies Act, 1956.
With the notification of Companies Act, 2013, as per section 139(1), the auditor shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting. Accordingly the members of the company at their 34th annual general meeting held on 25th September 2014 re-appointed M/S Subhash Sajal & Associates, Chartered Accountant as Statutory Auditors of the company to hold office till 38th annual general meeting for their first term.(includes one year under the erstwhile provisions of Companies Act,1956).
As per section 139(2) an audit firms can act as Statutory Auditors for two terms of five consecutive years. Since M/S Subhash Sajal & Associates are completing their first term in the ensuing AGM, the Board of Director on the recommendation of Audit Committee recommended their re-appointment as Statutory Auditors of the Company for the second term of five consecutive years, to hold office from the conclusion of 38th annual general meeting till the conclusion of 43rd annual general meeting.
M/s. Subhash Sajai & Associates, Chartered Accountants, have consented to the said re-appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be re-appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
AUDITORâS REPORT:
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Auditorâs Report for the financial year ended 31st March 2018 does not contain any qualification, reservation or adverse remark.
COST-AUDITORâS:
The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 18th May 2018 has approved the reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing Annual General Meeting is Rs.70,000 (Seventy 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 2016-17 was filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt, of India. Whereas Cost Audit Report for the Financial Year 2017-18 will be submitted by Cost-Auditors with Ministry of Corporate Affairs in due course.
SECRETARIAL AUDITOR:
The Board has appointed M/s. R.K. Bhalla & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31st, 2018 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 21.09.2017 (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 Mr. Dalbir Singh (Chairman), Mr. Surinder Gupta, Mr. Avtar Singh 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 Mr. Dalbir Singh (Chairman), Mr. Surinder Gupta and Mr. Avtar Singh as other members.
The Companyâs Policy relating to appointment of Directors, payment of Managerial Remuneration, Directorsâqualifications, 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 Companyâs website at the link http://www. ruchirapapers.com/investors.html
Meetings of the Board
Five 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 13th March 2018, 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 2018 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.
Secretarial Standards of ICSI
The Company is in compliance with the Secretarial Standards i.e SS-1, SS-2 issued by the Institute of Company Secretaries of India and approved by the Central Government.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the year were on an armâs length basis and were in compliance with applicable provisions of the Act and the Listing Regulations. During the year under review, the Board of Directors at their meeting held on 12.02.2018, pursuant to recommendation of Audit Committee, accorded its approval for increase in maximum aggregate value of material related party transactions and to enter fresh agreement with related parties. The same was further approved by Shareholdersâ of the company through Postal Ballot on dated 22.03.2018. The approval was granted with the condition that transaction(s) shall be done at armâs length basis.
A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. 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 armâs length price.
The details of the related party transactions as per IND AS 24 are set out in Note- 28 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 Companyâs website at the Link: http://www.ruchirapapers.com/investors. html.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES:
Number of Employees as on March 31, 2018 was 1014.
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 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) No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Companyâs operations in future.
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.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Statement of the Directorsâ 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
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 (if any);
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. that 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. that 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
Date: 31st July 2018 Jatinder Singh
Place: Kala-Amb (Chairman & W.T.D)
Mar 31, 2016
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)
Mar 31, 2015
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)
Mar 31, 2014
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)
Mar 31, 2013
Dear Members,
The are delighted to present Directors'' report on our business and
operations for the year ended 31st March, 2013.
RESULTS OF OPERATIONS:
The summarized Financial Results of Company for the year 2012-13 &
2011-12 are as follow:
(Rs. in Lacs)
Particulars 2012-13 2011-12
Sales 29779.40 28464.62
Other Revenue Receipts 174.00 146.91
Profit (Before Interest, 5262.34 4137.36
Depreciation & Taxes)
Less : Depreciation 1099.18 1065.48
Interest 1692.96 1931.69
Profit/(Loss) before Tax 2470.20 1140.19
Less: Provision for Tax 825.62 381.84
Net Profit /(Loss)after Tax 1644.58 758.35
Less: Interim Dividend 260.59 Nil
(Including Dividend Tax)
Transfer to / Adjustment 1383.99 758.35
from Reserve
F.Y 2012-13 proved to be a challenging year amidst global economic
uncertainties and disturbances in many parts of the World. Among the
Asian economies, China was going through a political transition,
experienced considerably slow growth. Even in this environment, your
Company recorded industry leading financial performance. The Company
has taken in-house measures to increase efficiency for achieving the
economies of scale. The Company was able to increase its capacity
utilization in Writing & Printing Paper unit during the F.Y 2012-13.
Sales of the Company registered a growth of 4.62 % over previous
financial year. The sales was Rs. 29779.40 Lacs compared to Rs.
28464.62 Lacs in the
corresponding previous year. The Profit before Tax (PBT) of the Company
has grown from Rs. 1140.19 Lacs in previous period to Rs. 2470.20 Lacs
in the year and registered a growth of 116.64% under review. The
Company has also added value products in Writing & Printing Paper.
DIVIDEND:
The Board of Directors of the Company at their meeting held on 22nd
March 2013 had declared and paid an Interim Dividend at Rs. 1(One) per
equity share of Rs. 10 each to the shareholders whose names appeared in
the Register of Members on 30th March 2013 for the F.Y 2012-13. The
Board did not recommend any further dividend; hence Interim Dividend
already paid shall be treated as Final Dividend.
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 D
to CARE B . 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. Swantantar Kumar Dewan and Col(Retd) Avtar Singh Bajwa, Directors
retiring by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
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 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year 2012-13 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:
COMPANY''S PHILOSOPHY:
The Company''s CSR philosophy is based on believe 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 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.
RESPECT FOR WORKERS RIGHT AND WELFARE:
Ruchira Papers is an equal opportunity employer and each individual is
assessed based on his merit irrespective of gender, nationality and
caste. Policies are framed considering well being of employees at all
levels without providing any undue advantage to an individual or group.
Ruchira Papers does not solicit child labour at any of its
establishments. Safety and hygiene of employees at workplace is given
due importance and priority.
RESPECT FOR ENVIRONMENT:
Ruchira Papers has long believed that it has a moral responsibility to
ensure environment friendly practices even if there are no external
regulations and controls. The Company has been taking up initiatives
towards promoting green cover, ever since our inception, both within
the factory premises and helping others to do this. In addressing
issues of environmental care and climate change the Company has taken a
holistic perspective. It covers a spectrum of activities: enhancing
green belts, discharge elimination, leakage elimination, air emission
reduction, discharge of effluent, adoption of clean processes, energy
conservation, optimization of fuels and oils, recycling, recovery and
reuse, process waste reduction, and resource conservation. These
efforts have led to significant saving in natural resources
particularly water and energy. By adopting modern technology and
process innovations, Company has been able to reduce the need for
supplies of fresh water and also reduce discharge from the plant. By
treating the outflows, water is being reused for the plant processes
themselves or for irrigation purposes. Through continuous efforts, the
Company has been able to bring down its energy use per ton of paper
produced. Waste materials like fly ash have also been utilized in
making products that can be used by the society at large.
RESPECT FOR HUMAN RIGHTS:
All care and precautions are taken to avoid any cases of complicity
with human rights abuses in workplaces and operational areas.
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 J.L. Garg & Co., Chartered Accountants (Firm Reg. No. 004730N),
New Delhi, retiring auditors have vide their letter dated 15th July
2013 intimated that they are not offering themselves for re-appointment
as Statutory Auditors of the Company at ensuing Annual General Meeting.
The Board of Directors of the Company wishes to place on record its
sincere appreciation of services rendered by M/S J.L. Garg & Co.
M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered
Accountants, Jagadhri have given their consent to be appointed as
Statutory Auditors of the Company. We have received their willingness
to the appointment and have further confirmed their eligibility under
Section 224(1B) that they do not suffer any disqualification within
meaning of Section 226 of the said Act.
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:
To comply with provisions of Section 233B of the Companies Act, 1956,
the Board of Directors, has re-appointed M/s Sanjay Kumar Garg &
Associates, Cost Accountants as Cost Auditors of Company for the
financial year 2013-14. The approval of the Central Govt. in this
regard has taken by the Company.
The Cost Audit Report for the Financial Year 2011-12 were filed by the
Cost Auditors with the Ministry of Corporate Affairs, Govt. of India.
Whereas Cost Audit Report for the Financial Year 2012-13 will be
submitted by Cost-Auditors with Ministry of Corporate Affairs in due
course.
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 25.09.2012 (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, 2013 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 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 as at 31st March, 2013 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: 22.07.2013 (CHAIRMAN)
Mar 31, 2012
Dear Members,
We are delighted to present the report on our business and operations
for the year ended 31st March, 2012.
RESULTS OF OUR OPERATIONS:
The summarized financial results of the company for the year 2011-12
are as follows:
Rs. in Lacs
Particulars 2011-12 2010-117
Sales 28464.62 25434.46
Other Revenue Receipts 146.91 127.03
Profit (Before Interest, 4137.36 3389.04
Depreciation & Taxes)
Less : Depreciation 1065.48 1060.86
Interest 1931.69 1740.82
Profit/(Loss) before Tax 1140.19 587.36
Less: Provision for Tax 381.84 199.65
Net Profit /(Loss)after 758.35 387.71
Tax
Transfer to / 758.35 387.71
Adjustment from
Reserve
During the financial year 2011-12, the volatility in the macroeconomic
environment continued to cast its shadow and most of the markets where
Company operates in, were impacted. Even in this environment, the
Company recorded industry leading financial performance. The Company
has taken in-house measures to increase the efficiency for achieving
the economies of scale. The Company was able to increase its capacity
utilization during the F.Y 2011-12. Sales of the Company registered a
growth of 11.91 % over the previous financial year at Rs. 28464.62 Lacs
compared to Rs. 25434.46 Lacs in the corresponding previous year. The
Profit before Tax (PBT) of the Company has grown from Rs. 587.36 Lacs
in previous period to Rs. 1140.19 Lacs in the year under review. The
company has added value products in Writing & Printing Paper.
Dividend:
In order to conserve the resources and strengthen the financial base of
the company and funds
requirement for the smooth working of both units and further growth,
your directors do not recommend any dividend for the year ended 31st
March, 2012.
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.
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, Mr. Vipin Gupta had been appointed as Additional
Director on 31.10.2011 and designated as Whole Time Director of the
Company. As per the provisions of Section 260 of the Act, Mr. Gupta
can hold office only up to the date of the forthcoming Annual General
Meeting (AGM) of the Company and is eligible for appointment as
Director. The Company has received notice under Section 257 of the
Act, in respect of his appointment as a Director of the Company.
Resolution seeking approval of the members for the appointment of Mr.
Vipin Gupta as Director of the Company has been incorporated in the
Notice of the forthcoming AGM along with brief detail about him.
Shri Surinder Gupta and Sh. Dalbir Singh, Directors retire by rotation
and being eligible, offer themselves for reappointment at the ensuing
Annual General Meeting.
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 the balance sheet.
Management discussion and analysis report:
Management Discussion and Analysis Report for the year as stipulated
under Clause 49 of the Listing
Agreement with the Stock Exchanges, is presented in a separate section
forming part of the 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 the
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 the 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 the employees
to the operations of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY:
COMPANY'S PHILOSOPHY:
The Company's CSR philosophy is based on the believe that a successful
business can developed 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 the government endeavors to
help the citizens in the vicinity 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.
RESPECT FOR WORKERS RIGHT AND WELFARE:
Ruchira Papers is an equal opportunity employer and each individual is
assessed based on his merit irrespective of gender, nationality and
caste. Policies are framed considering well being of employees at all
levels without providing any undue advantage to an individual or group.
Ruchira Papers does not solicit child labour at any of its
establishments.
Safety and hygiene of employees at workplace is given due importance
and priority.
RESPECT FOR ENVIRONMENT:
Ruchira Papers has long believed that it has a moral responsibility to
ensure environment friendly practices even if there are no external
regulations and controls. The Company has been taking up initiatives
towards promoting green cover, ever since our inception, both within
the factory premises and helping others to do this. In addressing
issues of environmental care and climate change the Company has taken a
holistic perspective. It covers a spectrum of activities: enhancing
green belts, discharge elimination, leakage elimination, air emission
reduction, discharge of effluent, adoption of clean processes, energy
conservation, optimization of fuels and oils, recycling, recovery and
reuse, process waste reduction, and resource conservation. These
efforts have led to significant saving in natural resources
particularly water and energy. By adopting modern technology and
process innovations, Company has been able to reduce the need for
supplies of fresh water and also reduce discharge from the plant. By
treating the outflows, water is being reused for the plant processes
themselves or for irrigation purposes. Through continuous efforts, the
Company has been able to bring down its energy use per ton of paper
produced. Waste materials like fly ash have also been utilized in
making products that can be used by the society at large.
RESPECT FOR HUMAN RIGHTS:
All care and precautions are taken to avoid any cases of complicity
with human rights abuses in workplaces and operational areas.
INSURANCE:
The assets of the Company are adequately insured against the loss of
fire, riot, earthquake, flood etc. and other risks which are
considered necessary by the Management.
AUDITORS:
M/s J.L. Garg & Co., Chartered Accountants (Firm Reg No. 004730N),
Jagdhari, Statutory Auditors of the Company, retire at the conclusion
of ensuing Annual General Meeting. They have signified their
willingness to accept re-appointment and have further confirmed their
eligibility under Section 224(1 B) and that they do not suffer any
disqualification within the meaning of Section 226 of the said Act.
The Company's Statutory Auditors have informed the Company that they
have undergone the process of Peer Review as advised by Peer review
Board of the ICAI.
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:
To comply with the provisions of Section 233B of the Companies Act,
1956, the Board of Directors, after receipt of approval from the
Central Government, has re-appointed M/s Sanjay Kumar Garg &
Associates, Cost Accountants as Cost Auditors of the Company for the
financial year 2012-13.
The Cost Audit Report for the Financial Year 2010-11 were filed by the
Cost Auditors with the Ministry of Corporate Affairs, Govt. of India.
Cost Audit Report for the Financial Year 2011-12 will be submitted by
the Cost-Auditors in due course.
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 the 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 the provisions
of section 219(1)(b)(iv) of the said Act, the 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 the registered office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956:
The Statement of the Directors' Responsibility on the Annual Accounts
of the Company for the year ended March 31, 2012 is given as follows :-
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. that the 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 as at 31st March, 2012 and of the
profit 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 the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the 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 the contribution and hard work of the Executives,
Employees and Workers.
For and on behalf of the Board
Place: Kala-Amb Subhash
Chander Garg
Date: 11.08.2012 Chairman
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 31st Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2011.
Financial Results
The summarized financial results of the company for the year 2010-11
are as follows:
Rs. in Lacs
Particulars 2010-2011 2009-2010
Sales 25434.46 19970.08
Other Revenue Receipts 127.14 79.35
Profit (Before Interest, 3389.04 1937.00
Depreciation & Taxes)
Less : Depreciation 1060.86 1029.00
Interest 1740.82 1599.56
Profit/(Loss) before Tax 587.36 (691.56)
Less: Provision for Tax 199.65 (260.50)
Net Profit /(Loss)after Tax 387.71 (431.060
Transfer to/Adjustment 387.71 (431.06)
from Reserve
RESULT OF OPERATIONS
The Company has taken in-house measures to increase the efficiency for
achieving the economies of scale. The Company was able to increase
capacity utilization from 87.40% in the previous year to 99.50% during
the period under review. Sales Turnover of the Company registered a
growth of 27.36% over the previous financial year at Rs. 25434.46 Lacs
compared to Rs. 19970.08 Lacs in corresponding previous year. The
operating profit (EBIDTA) of the Company increased by 74.96% and grew
from Rs.1937.00 Lacs in previous period to Rs. 3389.04 Lacs in the year
under review. The company has added value products in Writing &
Printing Paper unit.
DIVIDEND
In order to conserve the resources to strengthen the financial base of
the company and to meet the increased funds requirement for the smooth
operations of the Company for further growth, Your directors do not
recommend any dividend for the year ended 31st March, 2011.
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.
LISTING OF SHARES
The shares of the Company are listed at "Bombay Stock Exchange Limited
(BSE)" and "National Stock Exchange of India (NSE)"
DIRECTORS
In accordance with the provisions of Section 255 of the Companies Act,
1956 and the Articles of Association of the Company, Col(Retd) Avtar
singh Bajwa and Shri Swatantar Kumar Dewan , Directors of the Company
will retire by rotation at the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment. As the term of the
office of Shri Jaleshwar Narain Singh, Executive Director was ending on
11.02.2011,The Board of Directors in their meeting held on 31st
January, 2011 had recommended the re-appointment of Shri Jaleshwar
Narain Singh, Executive Director of the Company for further two years
with effect from 11.02. 2011, subject to the members approval, but
owing to his own commitments Shri Jaleshwar Narain Singh has expressed
his unwillingness to serve with your Company further anymore and the
Board of Directors in their meeting held on 29th July, 2011 accepted
his resignation w.e.f 09.06.2011. The Board appreciated his
contribution towards the development of the Company.
FIXED DEPOSITS
The Company has not invited or accepted Fixed Deposits from the Public
or elsewhere.
MANAGEMENT DISCUSSION AND ANALYSIS
Report for the year as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is presented in a separate section
forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a way of business
than legal compulsion. The Company is committed to the application of
best management practices, compliance with law, adherence to ethical
standards and discharge of social responsibilities. Your company fully
conforms to the standards set out by the Securities and Exchange Board
of India and other regulatory authorities and has implemented and
complied with its entire major stipulations. The requisite certificates
issued by Practicing Company Secretary confirming compliances as
required under listing agreements are submitted to NSE & BSE quarterly
& half yearly.
A Report on Corporate Governance as required under clause 49 of the
Listing Agreement with the Stock Exchanges, is annexed and forms an
integral part of this report. An Auditors' Certificate on Corporate
Governance is also annexed within this Annual Report.
AUDITORS
M/s J.L. Garg & Co., Chartered Accountants (Firm Reg No. 004730N),
Delhi-Jagadhri, Statutory Auditors of the Company, retire at the
conclusion of ensuing Annual General Meeting. They have signified their
willingness to accept re-appointment and have further confirmed their
eligibility under Section 224(1 B) and that they do not suffer any
disqualification within the meaning of Section 226 of the said Act.
The Company's Statutory Auditors have informed the Company that they
have undergone the process of Peer Review as advised by Peer review
Board of the ICAI.
AUDITORS' REPORT
The observations of the auditors in their report read with relevant
notes are self-explanatory and require no further comments.
COST-AUDIT
To comply with the provisions of Section 233 B of the Companies Act,
1956, the Board of Directors, after receipt of approval from the
Central Government, has re-appointed M/s Sanjay Kumar Garg &
Associates, Cost Accountants as Cost Auditors of the Company for the
financial year 2011-12.
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.
PARTICULARS OF EMPLOYEES
Cordial employee relations were maintained throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
As required under the 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 the provisions
of section 219(b)(iv) of the said Act, the report and accounts are
being sent to all the members of the Company excluding the aforesaid
information. 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. Any member interested in obtaining such
particulars may write to Company Secretary at the registered office of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 ( 2AA) OF THE
COMPANIES ACT, 1956
The Statement of the Directors' Responsibility on the Annual Accounts
of the Company for the year ended March 31, 2011 is given as follows :-
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. that the 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 as at 31st March, 2011 and of the
profit 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 the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the Annual Accounts on a going
concern basis.
ACKNOWLEDGEMENTS
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 the contribution and hard work of the Executives,
Employees and Workers.
For and on behalf of the Board
Subhash Chander Garg
Chairman
Place: Kala-Amb
Dated: 29th July, 2011
Mar 31, 2010
The Directors are pleased to present the 30th Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2010.
FINANCIAL RESULTS
The operating and financial results are as follows:
Rs. in Lacs
Particulars 2009-10 2008-2009
Sales 19970.80 16117.70
Other Revenue Receipts 79.35 152.23
Profit (Before Interest,
Depreciation & Taxes) 1937.00 1595.43
Less : Depreciation 1029.00 686.37
Interest 1599.56 1105.84
Profit/(Loss) before Tax (691.56) (196.78)
Less: Provision for Tax (260.50) (37.34)
Net Profit /(Loss)after Tax (431.06) (159.44)
Transfer to / Adjustment from Reserve (431.06) (159.44)
RESULT OF OPERATIONS
Sales of the Company registered a growth of 23.90% over the previous
financial year at Rs. 19970.80 Lacs compared to Rs. 16117.70 Lacs in
corresponding previous year. Though the operating profit (EBIDT) of
the Company grew from Rs.1595.43 Lacs in previous period to Rs. 1937.00
Lacs in the year under review, but due to steep increase in the prices
of raw materials especially Agriculture Residues without commensurate
increase in selling prices of finished goods coupled with higher
Depreciation and Interest, (being in only in second year of operation
of W&P Machinery), adversely affected the profitability of the Company
during Financial Year 2009-10.
DIVIDEND
In order to conserve the resources and strengthen the financial base of
the company and funds requirement for the smooth working of both units,
to tide over the recessionary phase, your directors do not recommend
any dividend for the year ended 31st March, 2010.
EXPANSION
The Company has taken steps to consolidate the production and to
achieve economy of scales, accordingly the Company has not taken up any
major expansion during the year .
LISTING OF SHARES
The shares of the Company are listed at "Bombay Stock Exchange Limited
(BSE)" and "National Stock Exchange of India (NSE)"
DIRECTORS
In accordance with the Section 255 of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Dalbir Singh and Shri
Surinder Gupta ,Directors of the Company will retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for re- appointment.
As term of office of Shri Umesh Chander Garg, Managing Director expires
on 31.08.2010, The Board of Directors at their meeting held on 27 July,
2010 has recommended the re-appointment of Shri Umesh Chander Garg,
Managing Director of the Company for further five years with effect
from 01 September, 2010, subject to the members approval.
As term of office of Shri Subhash Chander Garg, Whole Time Director
expires on 31.08.2010,The Board of Directors at their meeting held on
27 July, 2010 has recommended the re-appointment of Shri Subhash
Chander Garg, Whole Time Director of the Company for further five years
with effect from 01 September, 2010, subject to the members approval.
As term of office of Shri Jatinder Singh, Whole Time Director expires
on 31.08.2010,The Board of Directors at their meeting held on 27 July,
2010 has recommended the re-appointment of Shri Jatinder Singh, whole
Time Director of the Company for further five years with effect from 01
September, 2010, subject to the members approval.
The requisite Resolutions for the appointments have been included in
the notice to the ensuing Annual General Meeting.
FIXED DEPOSITS
The Company has not invited or accepted Fixed Deposits from the Public
or else where.
MANAGEMENT DISCUSSION AND ANALYSIS
Report for the year as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is presented in a separate section
forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a way of business
than legal compulsion. The Company is committed to the application of
best management practices, compliance with law, adherence to ethical
standards and discharge of social responsibilities.
A Report on Corporate Governance as required under clause 49 of the
Listing Agreement with the Stock Exchanges, is annexed and forms an
integral part of this report. An Auditors Certificate on Corporate
Governance is also annexed to the said Report.
AUDITORS
M/s J.L. Garg & Co., Chartered Accountants, Delhi- Jagadhri, Statutory
Auditors of the Company, retire at the conclusion of ensuing Annual
General Meeting. They have signified their willingness to accept
re-appointment and have further confirmed their eligibility under
Section 224 (1 B) and that they do not suffer any disqualification
within the meaning of Section 226 of the said Act.
The Companys Statutory Auditors have informed the Company that they
have undergone the process of Peer Review as advised by Peer review
Board of the ICAI.
AUDITORS REPORT
The observations of the auditors in their report read with relevant
notes are self-explanatory and require no further comments.
COST-AUDIT
To comply with the provisions of Section 233 B of the Companies Act,
1956 the Board of Directors, subject to the approval of the Central
Government, has re-appointed M/s Sanjay Kumar Garg & Associates, Cost
Accountants as Cost Auditors of the Company for the financial year
2010- 11.
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.
PARTICULARS OF EMPLOYEES
As required under the 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.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 ( 2AA) OF THE
COMPANIES ACT, 1956
The Statement of the Directors Responsibility on the Annual Accounts
of the Company for the year ended March 31, 2010 is given as follows :-
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. that the 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 as at 31st March, 2010 and of the
profit 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 the
provisions of this act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the Annual Accounts on a going
concern basis.
ACKNOWLEDGEMENTS
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 the contribution and hard work of the Executives,
Employees and Workers.
For and on behalf of the Board of Directors
Place : Kala-Amb Jatinder Singh
Dated : 27th July, 2010 Chairman
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