Sundaram Multi Pap Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2018
BOARD OF DIRECTORS REPORT Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the 24th Annual Report together with the Annual Audited Statement of Accounts of Sundaram Multi Pap Limited ("the Company") and its subsidiary for the year ended March 31, 2018.
FINANCIAL PERFORMANCE:
The financial performance of Company for the year ended March 31, 2018 is summarized below:
(Rs,. In Lacs except EPS)
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Total Income |
10,942.25 |
9,844.92 |
11,204.37 |
10,374.68 |
|
Total Expenses |
10,578.69 |
9,378.44 |
10,875.60 |
9,868.79 |
|
Profit / (Loss) before tax |
(1,486.53) |
(503.51) |
(1,521.31) |
(464.10) |
|
Less: Deferred Tax |
- |
- |
363.96 |
155.60 |
|
Less: (Excess)/Short Provision for earlier Years |
0.17 |
2.45 |
0.17 |
2.44 |
|
Profit / (Loss) after tax |
(1,486.36) |
(501.06) |
(1,885.10) |
(584.25) |
|
EPS |
(0.58) |
(0.22) |
(0.73) |
(0.27) |
CAPITAL/ FINANCE:
During the year, the company has issued and allotted 2,60,00,000 (Two Crore Sixty Lakhs) equity shares of face Value of Rs,1/- (Rupee One Only) each on Qualified Institutional Placement basis. As on March 31, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs,27,16,05,773/- (Rupees Twenty Seven Crores Sixteen Lacs Five Thousand Seven Hundred and Seventy Three Only), comprising 27,16,05,773/- (Twenty Seven Crores Sixteen Lacs Five Thousand Seven Hundred and Seventy Three) Equity shares of Rs,1/- (Rupee One Only) each.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual return of the Company, pursuant to section 134(3) (a) of the Companies Act, 2013 in annexed herewith as Annexure-1 to this Report.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company. MEETING OF THE BOARD OF DIRECTORS:
The Board met ten (10) times during the Financial Year 2017-18 viz. on 23-05-2017, 08-08-2017, 13-09-2017, 26-09-2017, 27-09-2017, 09-10-2017, 10-10-2017, 11-10-2017, 12-12-2017 and 09-02-2018.
Detailed information on the meetings of the Board of Directors is included in the report on corporate governance, which forms part of this annual report. Maximum gap between two board meetings did not exceed 120 days as required under Companies Act, 2013.
COMMITTEES OF BOARD:
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2018 Company has four Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and CSR Committee. The details of composition of the said committee and their meeting held during the year along with terms of reference of the said committees of Board of Directors of the company is given in Corporate Governance Report and is also placed on the Company''s website at (http://www. sundaramgroups.in/committees/).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosures) Regulations 2015, the Management''s Discussion and Analysis of the financial condition and results of both standalone and consolidated operations have been provided separately in the Annual Report.
CORPORATE GOVERNANCE:
Maintaining high standards of corporate governance has been fundamental to the business of your company since its inception. A separate report on corporate governance is provided together with a certificate from the auditors of the company regarding compliance of conditions of corporate governance as stipulated under listing regulations. A certificate of the Managing Director and CFO of the company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. Also a declaration signed by the Chairman and Managing Director stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.
LISTING AND DEMATERIALISATION:
The equity shares of the company are listed on the BSE Limited & NSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.
SUMMA RY OF OPERATIONS:
The consolidated total income has increased to Rs,11,204.37 Lacs for the year ended March 31, 2018 as compared to Rs,10,374.68 Lacs for the year ended March 31, 2017. Due to exceptional losses Net loss after tax has been increased to Rs,1885.10 lacs for the year ended March 31, 2018 as compared to net loss of Rs,584.25 lacs for the year ended March 31, 2017.
CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the provisions of the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statement read with other applicable Indian Accounting Standards, the audited consolidated financial statement is provided in the Annual Report.
TRANSFER TO RESERVE:
In view of the losses incurred by the company, your Directors propose not to transfer any amount to general reserve.
DIVIDEND:
In view of the loss incurred by your company, the board of directors does not recommend any dividend for the Financial Year 2017-18.
MATERIAL CHANGES AND COMMITMENT:
Company has met with the terms and conditions of loan restructuring done with State Bank of India and IDBI Bank Limited and therefore lenders have released the pledge of 1,49,99,900 Equity Shares Rs,10/- each of wholly owned subsidiary viz. E-Class Education System Limited.
In board meeting held on July 26, 2018 board has decided to divest up to 49% stake in its Unlisted Wholly-owned subsidiary M/s. E-Class Education System Limited to various potential investors in order to raise funds to reduce its debt obligations as well as to fund its growth requirements.
As on the date of this report company has completed divesture of 1,83,00,000 Equity Shares at par in its wholly owned subsidiary. We also wish to inform you that pursuant to the divesture measure company have reduced its debt obligation to the extent of Rs,9.47 crores and remaining amount realized from the aforesaid divesture was used for business working capital requirements and future business development. Post divesture M/s. Sundaram Multi Pap Limited continue to hold 51% stake/control in its subsidiary i.e. M/s. E-Class Education System Limited.
No other material changes and commitments have occurred after the close of the year till the date of this Directors'' Report, which affect the financial position of the company
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and of the loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the 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 were operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION AND EVALUATION:
The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consists of six members, including one managing director, two whole-time directors and three are independent directors. The company has framed a Nomination, Remuneration and Evaluation Policy. The information with respect to the Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is outlined in the Annexure-2 of this report. The said policy is also available on Company''s website on http://www.sundaramgroups.in/wp-content/uploads/2015 /02/N0MINATI0N-REMUNERATI0N-AND EVALUATION-POLICY.pdf. There has been no change in the policy since last financial year.
FORMAL ANNUAL EVALUATION MADE BY BOARD OF DIRECTORS:
The Board of Directors carried out an annual evaluation of its own performance and performance of the Chairman, Board committees and individual Directors pursuant to the provisions of the Section 134(3)(p), 149(8), 178 and Schedule IV Companies Act 2013 and the corporate governance requirements under Regulation 25 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015.
The Board, along with the Nomination and Remuneration Committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees.
The evaluation was then conducted as per the approved process (explained in detail in the Report on Corporate Governance of the Annual report). The Chairman of the Committee also had interactions with each of the Directors and sought their feedback and suggestions on the overall Board Effectiveness and Directors performance.
In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, performance of the Chairman of the Board taking into account the views of all the Directors, and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.
The Chairman placed the Evaluation Summary before the committee members. The same was discussed in detail, and the members recorded their satisfaction.
STATUTORY AUDITORS:
Appointment:
Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. accordingly, at the 23rdannual general meeting (AGM) of the company held on 15th September, 2017 M/s Bhuta Shah & Co. LLP, Chartered Accountants (firm registration No.W100100), were appointed as statutory auditors of the company for a period of 1 (one) financial year to hold office from the conclusion of the 23rd AGM until the conclusion of the 24thAGM of the company. The audit committee of the company has proposed and the board of directors of the company has recommended to the members the appointment of M/s JMR & Associates LLP, Chartered Accountants, Mumbai, (ICAI firm registration No. 106912W/W100300), Chartered Accountants as statutory auditors of the company to hold office from the conclusion of this annual general meeting until the conclusion of the annual general meeting to be held in calendar year 2023 (i.e. for five financial years from 2018-19 to 2022-23).
The proposed statutory auditors have confirmed their consent and eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.
As required above, the board has, after considering the recommendations of its audit committee, incorporated a suitable resolution for your consideration and approval in the notice calling ensuing annual general meeting of the company.
Auditors Observations & Management''s Response:
Auditors have made the following qualifications in their Report on Standalone & Consolidated Financial Statements:
(I) The Company has invested a sum of Rs,38.70 Crores in its wholly owned subsidiary i.e. E-Class Education System Limited (''''The Subsidiary"). The subsidiary is making losses and its net-worth has been eroded substantially. The company is required to make a provision for diminution in value of investment made in the subsidiary. However, the said provision is not made which is a departure from Ind-AS 109 (Financial Instruments).
(II) In case of the subsidiary, the balances of trade receivable, trade payable & loans & advances are subject to confirmation, reconciliation & consequential adjustment if any. No provision has been made in the financial statements for trade receivable which are doubtful of recovery.
(III) In case of the subsidiary, no provision is made for employees benefits as per Ind-AS 19 due to unavailability of Actuarial Report, which constitute a departure from the Ind-AS 19 ''''Employee Benefits''''.
Management Response:
(I) The wholly owned subsidiary is going concern and the core product is in high demand in the market which will result into improved turnover & profitability in upcoming years so the estimation of the impact can''t be ascertained. Also the management is revitalizing its wholly owned subsidiary and with the order book position of its subsidiary improving in F.Y.2018-19, the subsidiary will be in a position to make a turn around, and hence requires no provision to be made for its investment in its wholly-owned subsidiary.
(II) The management of the subsidiary considers the trade receivables as good and will be able to recover the same in near future.
(III) The management stated that subsidiary is in process to adopt IND-AS 19.
SECRETARIAL AUDITORS:
Appointment:
Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed Ms. Amisha Shah Proprietor of M/s. A. V. Shah & Associates, Practicing Company Secretaries, Mumbai as its secretarial auditors to conduct the secretarial audit for FY 2017-18. The company provided all assistance and facilities to the secretarial auditor for conducting their audit.
Secretarial Audit Report:
The secretarial audit report on the compliance of the applicable acts, laws, rules, regulations, guidelines, listing regulations, secretarial standards etc. as stipulated by the provisions of section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure-3. The findings of the audit have been satisfactory
INTERNAL AUDITOR:
The company appointed M/s. Rohit Gondhiya & Associates, Chartered Accountants, Mumbai, having firm registration number 133649W as its Internal Auditor for financial year 2018-19. During the year, the company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of audit committee on an ongoing basis to improve efficiency in operations.
COST AUDITOR:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the cost audit Report is not mandatorily applicable to our company for the financial year 2017-18; hence, no such audit has been carried out during the year.
REPORTING OF FRAUDS:
There have been no instances of frauds reported by statutory auditors under Section 143(12) of the Companies Act, 2013 and rules made thereunder, either to the company or to the central government.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' and "Payment of Dividend", respectively, have been duly followed by the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with related parties for the financial year under review were on arm''s length basis and in the ordinary course of business. During the financial year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.
The policy on Materiality of Related Party Transactions and on dealing with related party transactions as approved by the Board may be accessed on the company''s website at: (http:// www. sundaramgroups.in/company-policies/).
There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.
Members may refer to notes forming part of financial statement which sets out related party disclosures pursuant to IND-AS.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act are given below:
Conservation of Energy:
Steps taken on conservation of energy and for utilizing alternate sources of energy:
Your company is always in the lookout for energy efficient measures for operation, and values conservation of energy through usage of latest technologies for improving productivity and quality of products and services.
The company focuses on processes to monitor and improve environmental performance through various means and initiatives focusing on energy, carbon, water and waste. Moreover, operations of the Company also involve low energy consumption, but still the endeavor is to reduce electricity consumption and the resultant carbon footprint. A few of the energy conserving measures include the following:
a) A factory premise of the company is well equipped with the transparent roofs; the transparent roof drastically enables the company to reduce the artificial lightning.
b) Company had installed highly efficient machineries which help in conservation of energy and also factory premise is equipped with energy saving lamps.
c) Company had also installed self-power generation unit. The self-power generator enables the company to overcome the breakdown in the electricity supply and facilitates the continuous working of the production process without any hindrance.
d) Installing a few LED lights in the office. The plan is to replace in phases CFL based lighting to LED based lighting which will give immense savings in electricity consumption.
e) Strong measures are being initiated to ensure no unnecessary equipment is left in a switch on mode during non-working hours.
f) Continuous monitoring of floor areas after normal working hours and switching off lights and Air-conditioning. The overall effect of the above measures has led to reduction of energy consumption.
The capital investment on energy conservation equipmentâs:
Capital Investments were incurred in the earlier years, but no investment was made on energy conservations equipment''s during the year 2017-18.
Technology absorption:
The Company is equipped with fully auto book manufacturing machine and has also adopted partly automation process. This has resulted into the reduction in the labour cost and the cycle time from raw material to the final output of the product. This technology has helped the company to increase the output with better quality and low amount of wastage.
Foreign exchange earnings & outgo:
Details of foreign exchange earnings & outgo are given in notes forming parts of financial statements.
DETAILS OF CHANGE IN DIRECTORS & KMP DURING THE YEAR:
As per the provisions of the Companies Act 2013, Mr. Krunal S. Shah (DIN: 07877986), retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends the re-appointment.
Mr. Kaushal R. Sheth an Independent Director of the Company resigned from the office of Director w.e.f. November 27, 2017.
Mr. Krunal S. Shah (DIN: 07877986) was regularized as the Whole time Director of the Company in last Annual General Meeting of the Company held on September 15, 2017.
During the financial year 2017-18, the Board of Directors at their meeting held on December 12, 2017, had appointed Mr. Kalpesh B. Parekh as an Additional Director (Independent) of the Company. Appropriate resolution for the regularization of Mr. Kalpesh B. Parekh as an Independent Director of the company is being placed for the approval of the shareholders of the company at the ensuing AGM for a period of 5 (five) years from the date of his appointment. The board of directors of the company recommends his appointment as an Independent Director of the company.
BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY:
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were regularly informed about risk assessment and minimization procedures after which the board formally adopted steps for framing, implementing and monitoring the risk management plan for the company
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the company are imperative.
Risk management framework shall primarily focus on the elements such as risk to company assets and property, employees related risks, risks associated with Non-Compliance of Statutory enactments, competition risks, operational risks and various other types of risks which may affect the business or organization.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
Pursuant to the provision of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to the formation of the Risk Management Committee, is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at (http:// www.sundaramgroups.in/company-policies/).
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal financial controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and fixed in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-5 to this report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are mentioned in Annexure-5 to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to applicable provisions of Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, company have transferred unclaimed dividend amount of ''67,114/- pertaining to Financial Year 2009-10, to Investor Education Protection Fund. Further according to rules, the shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to Demat account created by IEPF Authority. Accordingly Company has transferred the unpaid or unclaimed dividend to the IEPF Account. Details of Unpaid or Unclaimed Dividend are displayed on Company''s website at http://www. sundaramgroups.in /unclaimed-dividend/.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES:
As on March 31, 2018 your company has only one wholly owned subsidiary viz. E-class Education System Limited. During the year under review your company did not have any new subsidiary neither did it have an associate company nor did it enter in to a joint venture with any other company.
In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared annual consolidated financial statements of the company in accordance with relevant accounting standards issued by the Institute of Chartered Accountants of India, which form part of this annual report.
Further pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-4.
As on the date of this report i.e. Tuesday, August 14, 2018 company has divested 1,83,00,000 equity shares in its wholly owned subsidiary i.e. M/s. E-class Education System Limited and hence it ceased to be the wholly owned subsidiary, however it will continue to remain 51% subsidiary of the company.
CORPORATE SOCIAL RESPONSIBILITY:
In line with the provisions of Section 135 of the Companies Act,
2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company has constituted a CSR Committee to recommend and monitor expenditure on CSR and also approved the CSR Policy. The Company''s policy on CSR is put up on the website of the Company at the link http://www. sundaramgroups.in/company-policies/.
Since, there is average loss in the last three immediately preceding financial years of your company; the management was not required to conduct any CSR related activities. The annual report on CSR activities is annexed herewith marked as Annexure-6. Further in last three financial years i.e. 2015-16, 2016-17 & 2017-18 company has not exceeded the limits specified in section 135 therefore provisions of CSR are not applicable in financial year 2018-19.
DETAILS OF DEPOSITS:
During the year under review, except of loan from Directors the company has not accepted any deposits within the meaning of chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.
DISCLOSURE UNDER SEXUAL HARRESMENT AT WORK-PLACE:
During the year under review no complaints has been received by Sexual Harassment Committee of the company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:
No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company''s operations in future.
VIGIL MECHANISM:
Pursuant to the requirement of the Companies Act 2013 and provisions of listing regulations applicable to the company, your company has adopted vigil mechanism (Whistle Blower Policy) for complying with the company''s Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Company''s financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the financial year 2017-18. During the year under review, no employee was denied access to the Audit Committee.
HUMAN RESOURCES:
Your Company treats its "human resourcesâ as one of its most important assets. Your company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your company''s thrust is on the promotion of talent internally through job rotation and job enlargement.
UNCLAIMED DIVIDEND:
Your company would like to bring to the notice of the shareholders that some of them have not claimed the dividends as per the under mentioned detail:
|
Accounting Year |
Total amount unclaimed (in Rs,.) |
|
2010-11 |
Rs,.52,317/- |
|
2011-12 |
Rs,.48,097/- |
|
2012-13 |
Rs,.83,641 /- |
|
2013-14 |
Rs,.22,949/- |
The Board of Directors sincerely likes to remind the concerned shareholders to claim their dividends. The Board also likes to inform to the shareholders that any dividend remaining unclaimed for seven years gets transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013. Further Board also informs that pursuant to the provisions of Section 124 of the Companies Act, 2013, those shares on which dividend has not been claimed since last seven years will be transferred to IEPF Account.
OTHER DISCLOSURES/REPORTING:
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) Issue of equity shares with differential rights as to dividend, voting or otherwise,
B) Issue of shares (including sweat equity shares) to employees of the Company under any scheme,
C) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
CAUTIONARY STATEMENT:
Statements in this Directors'' Report and Management Discussion and Analysis describing the company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the company''s operations include raw material availability and its prices, cyclical demand and pricing in the company''s principle markets, changes in government regulations, Tax regimes, economic developments within India and the countries in which the company conducts business and other ancillary factors.
ACKNOWLEDGMENT:
Your directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the company for their continued support.
Your directors also thank the central and state governments, and other statutory authorities for their continued support.
F or and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Sd/- Sd/-
Amrut P. Shah Shantilal P. Shah
(DIN: 00033120) (DIN: 00033182)
Chairman & Managing Director Whole-time Director
Date: August 14, 2018
Place: Mumbai
Mar 31, 2016
BOARD OF DIRECTOR''S REPORT Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the 22nd Annual Report together with the Audited Statement of Accounts of Sundaram Multi Pap Limited (âthe Companyâ) and its subsidiary for the year ended 31st March, 2016.
FINANCIAL PERFORMANCE:
The financial performance of Company for the year ended 31st March, 2016 is summarized below:
(Rs, In Lacs)
|
Particulars |
2015-16 |
2014-15 |
|
Total Income |
9629.53 |
8,349.76 |
|
Profit before Interest, Depreciation & Amortization |
1224.62 |
138.63 |
|
Less : Interest |
994.77 |
1216.45 |
|
Depreciation & Amortization |
327.71 |
330.68 |
|
Profit / (Loss) before extraordinary item & tax |
(97.87) |
(1408.51) |
|
Less: Extra-ordinary item |
688.71 |
340.31 |
|
Profit / (Loss) before tax |
(786.58) |
(1,748.82) |
|
Less: Net provision for tax |
-- |
|
|
Less: Short provision for earlier year |
(145.36) |
(74.16) |
|
Profit / (Loss) after tax |
(641.22) |
(1,674.66) |
|
Add: Balance brought forward from previous year |
238.06 |
4,380.32 |
|
Add: Depreciation adjusted against free reserves |
(2,467.61) |
|
|
Balance available for disposal |
(403.16) |
238.05 |
|
Less: Appropriation: |
||
|
Proposed Dividend |
-- |
|
|
Dividend tax |
-- |
|
|
Transfer to general reserve |
-- |
|
|
Balance to be carried forward |
(403.16) |
238.05 |
SUMMARY OF OPERATIONS:
The revenue from the operations increased to Rs, 9,629.53 Lacs for the year ended 31st March, 2016 as compared to Rs, 8,349.76 Lacs for the year ended 31st March, 2015. The Company has incurred a loss of Rs, 97.87 Lacs before extra-ordinary items & tax for the year ended 31st March, 2016 as compared to the loss ofRs, 1,408.51 Lacs for the year ended 31st March, 2015. Thus, the Company has incurred a net loss of Rs, 641.22 Lacs for the year ended 31st March, 2016 as compared to the loss of Rs, 1,674.66 Lacs for the year ended 31st March, 2015.
TRANSFER TO RESERVE:
In view of the losses incurred by the Company, your Directors proposes not to transfer any amount to General Reserve.
DIVIDEND:
In view of the Loss incurred by your Company, the Board of Directors do not recommend any dividend for the Financial Year 2015-16.
MATERIAL C HANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
There have been no such material changes or commitments affecting the financial position from the end of the Financial Year 2015-2016 till date of this report, as may be deemed to be material enough to affect the financial position of the Company, otherwise than in the normal course of business.
CAPITAL/ FINANCE:
During the year, the Company has not issued and allotted any fresh Share capital. As on 31st March, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs, 21,56,05,773/- (Rupees Twenty One Crores Fifty Six Lacs Five Thousand Seven Hundred and Seventy Three Only), comprising (Twenty One Crores Fifty Six Lacs Five Thousand Seven Hundred and Seventy Three) Equity shares of Rs, 1/- (Rupee One Only)each.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual return of the Company, pursuant to section 134(3) (a) of the Companies Act, 2013 in annexed herewith as Annexure-1 to this Report.
MEETING OF THE BOARD OF DIRECTORS:
The Board met Seven (7) times during the Financial Year 201516 viz. on 21st May 2015, 30th June 2015, 12th August 2015, 15th September 2015, 5th November 2015, 4th December 2015 and 12th February, 2016. Detailed information on the meetings of the Board of Directors is included in the report on Corporate Governance, which forms part of this Annual Report.
COMMITTEES OF BOARD:
As per the provisions of the Companies Act, 2013 and Regulation
18, 19 and 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has formed Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and CSR Committee. The details of Composition of the said Committee and their Meeting held during the year along with terms of reference of the said Committees of Board of Directors of the company is given in Corporate Governance Report and is also placed on the Company''s website at (http://www. sundaram group s. in /committees/)
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and of the loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the 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 were operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
D EC LARATIO N GIVE N BY IND E PEND E NT DIRECTORS:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016.
C O M PA N Y '' S P O L I C Y O N D I R E C T O R '' S A P P O I N T M E N T , R E M U N E R AT I O N A N D EVALUATION:
The Current policy is to have an appropriate proportion of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. On March 31, 2016, the Board consists of five members, including a Managing Director, Whole time Director and three are Independent Directors. The Company has framed a Nomination, Remuneration and Evaluation Policy. The information with respect to the Company''s Policy on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is outlined in the Annexure-2 of this report.
FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANC E AND OF ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 178 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as evaluation of working of committees of Board of Directors.
Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013. Chairman and other Non Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.
The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.
AUDITORS: A. STATUTORY AUDITORS Ratification:
M/s. Bhuta Shah & Co. LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No. 101474W/100100), Statutory Auditors of the Company, were appointed as the Statutory Auditors of the Company on 30 th September, 2014 to hold the office for a period of three years i.e. up to the AGM to be held in the calendar year 2017. The said appointment needs to be ratified by the members of the Company at every Annual General Meeting during the staid period and the Statutory Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits
As required above, the Board has, after considering the recommendations of its Audit Committee, incorporated a suitable resolution for your consideration and approval in the notice calling ensuing Annual General Meeting of the Company.
Auditors Observations & Management''s Response:
The auditor has emphasized over the matter of certain trade receivables and advances which are subject to confirmation and reconciliation. However, the management does not expect any material variation affecting the current year''s financial statement on such reconciliation/ adjustments. Accordingly no provisions have been made in the financial statements.
Auditor''s Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditor''s certificate on corporate governance is provided in this Annual Report. The certificate does not contain any qualification, reservation or adverse remark.
B. SECRETARIAL AUDITORS Appointment:
Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit for FY 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit.
Auditors Observations & Management''s Response:
In the Board''s Report for the financial year 2014-15 as signed on August 12, 2015 was not disclosing the details as prescribed under Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with regard to remuneration paid to Mr. Raichand P. Shah.
The Company has constituted the Corporate Social Responsibility (CSR) Committee and approved the CSR Policy during the financial year 2014-15. Further it has also spent money on CSR activities as prescribed in Schedule VII of the Companies Act, 2013 as its CSR obligation for the year 2014-15. However, as required u/s 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014, the Board''s Report for the financial year 2014-15 as signed on August
12, 2015 did not disclose the requisite details on constitution of CSR Committee, disclosure of CSR Policy and report on CSR in requisite format.
The Company had inadvertently missed to disclose the details pertaining to the remuneration paid to Mr. Raichand P. Shah and the details of CSR in the financial year 2014-15, However complete details on CSR is disclosed in this Annual Report of 2015-16.
Secretarial Audit Report:
The Report of Secretarial Auditor for FY 2015-16 is annexed to this report as Annexure-3.
C. INTERNAL AUDITOR
The Company continues to engage M/s. Prakkash Muni & Associates (ICAI Firm Registration No. 111792W) as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
D. COST AUDITOR
During the year under review Cost Audit was not applicable to the Company''s products/ business.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year the company has not entered into any transaction falling under Section 188 (1) of the Companies Act, 2013; therefore disclosure under this section is not applicable to the Company. Also policy on Related Party Transaction has been disclosed on the website of the Company at (http:// www.sundaramgroups.in/company-policies/).
The Company has not entered into any Contract / Arrangement / Transaction with Related Parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act are given below:
(A) CONSERVATION OF ENERGY
(a) Steps taken on conservation of energy and for utilizing alternate sources of energy:
Company is well equipped with the transparent roofs in the factory premises; the transparent roof drastically enables the company to reduce the artificial lightning. Also Company has installed highly efficient machineries which help in conservation of energy and also factory premise is equipped with energy saving lamps. Company has also installed self-power generation unit. The self-power generator enables the company to overcome the breakdown in the electricity supply and facilitates the continuous working of the production process without any hindrance.
(b) The capital investment on energy conservation equipments: Capital Investments were incurred in the earlier years, but no investment was made on energy conservations equipment''s during the year 2015-16.
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption and benefits derived:
The Company is equipped with fully auto book manufacturing machine and has also adopted partly automation process. This has resulted into the reduction in the labour cost and the cycle time from raw material to the final output of the product. This technology has helped the company to increase the output with better quality and low amount of wastage.
In case of imported technology:
No technology was imported by the Company during the last three years reckoned from the beginning of the financial year.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|
Particulars |
2015-16 |
2014-15 |
|
Earnings |
- |
- |
|
Expenditures/ Outgo |
- |
'' 31,375 |
B U S I N E S S RI S K M AN AG E M E N T & R I S K MANAGEMENT POLICY:
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.
Risk Management framework shall primarily focus on the elements such as Risk to Company Assets and Property, Employees Related Risks, Foreign Currency Risks, Risks associated with Non-Compliance of Statutory enactments, Competition Risks, Operational Risks and various other types of risks which may affect the business or organization. Business risk, inter-alia, further includes Financial risk, Political risk, Fidelity risk, Legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
Pursuant the provision of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the formation of the Risk Management Committee is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at (http://www.sundaramgroups.in/company-policies/).
T HE D E TAI L S O F D I RE C T O RS AN D KE Y MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:
During the year under review Ms. Minjal V. Kadakia (DIN: 07135977) was appointed as the Independent Director by the Members in the AGM held on 30th September, 2015 for a term of five (5) years. Mr. Amrut P. Shah (DIN: 00033120) was reappointed as the Managing Director w.e.f. 1st April, 2015 for a period of three years, liable to retire by rotation and Mr. Shantilal P. Shah (DIN: 00033182) was re-appointed as Whole-Time Director w.e.f. 1st April, 2015 for a period of three years, liable to retire by rotation, in the AGM held on 30th September, 2015
Mr. Rajesh B. Jain was appointed as the Chief Financial Officer and a Key Managerial Personnel of the Company w.e.f 1st April, 2015.
Mr. Jagdish J. Kothari (DIN: 00033271) Independent Director and Mr. Hasmukh A. Gada (DIN: 00033151), Whole-time Director & Chief Financial Officer of the Company demitted office as the Director with effect from 1st April, 2015.
As per the provisions of the Companies Act 2013, Mr. Amrut P. Shah (DIN: 00033120), retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends the re-appointment.
CORPORATE SOCIAL RESPONSIBILITY:
In line with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company has constituted a CSR Committee to recommend and monitor expenditure on CSR and also approved the CSR Policy. The Company''s policy on CSR is put up on the website of the Company at the link http://www. Sundaram groups.in/company-policies/.
The Composition of the Committee pursuant to Section 135 of the Companies Act, 2013 is as follows:
|
Name |
Category |
Designation |
|
Mr. Kaushal R. Sheth |
NED (I) |
Chairman |
|
Mr. Manikandam P. Kammenchery |
NED (I) |
Member |
|
Ms. Minjal V. Kadakia |
NED (I) |
Member |
Since, there is average loss in the last three immediately preceding financial years of your Company; the management was not required to conduct any CSR related activities. However, your management desires to spend on CSR as and when it''s feasible.
The Annual Report on CSR activities is annexed herewith marked as Annexure-6
DETAILS OF DEPOSITS:
During the year under review, Except of loan from Directors the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.
DISCLOSURE UNDER SEXUAL HARRESMENT AT WORKPLACE:
During the year under review no complaints has been received by Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place adequate systems of Internal Control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power with authority limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances. 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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - 5 to this Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are mentioned in Annexure-5 to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year Company have transferred unclaimed dividend amount of ''1,82,058/- pertaining to Financial Year 2007-08, to Investor Education Protection Fund on 25/11/2015. Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30/09/2015), with the Ministry of Corporate Affairs.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES:
As on 31st March, 2016 your Company has only one Wholly Owned Subsidiary viz. E-class Education System Limited. During the year under review your Company did not have any New Subsidiary neither did it have an Associate Company nor did it enter in to a Joint Venture with any other company.
Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the Financial Statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-4.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
VIGIL MECHANISM:
Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Agreement applicable to the Company, your Company has adopted Vigil Mechanism (Whistle Blower Policy) for complying with the Company''s Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Company''s financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the Financial Year 2015-16. During the year under review, no employee was denied access to the Audit Committee.
HUMAN RESOURCES:
Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion o f talent internally through j ob rotation and j ob enlargement.
UNCLAIMED DIVIDEND:
Your Company would like to bring to the notice of the shareholders that some of them have not claimed the dividends as per the under mentioned detail:
|
Accounting Year |
Total amount unclaimed (in Rs,) |
|
2008-09 |
Rs, 54,248 |
|
2009-10 |
Rs, 67,029 |
|
2010-11 |
Rs, 52,317 |
|
2011-12 |
Rs, 48,097 |
|
2012-13 |
Rs, 83,641 |
|
2013-14 |
Rs, 74,385 |
The Board of Directors sincerely likes to remind the concerned shareholders to claim their dividends. The Board also likes to inform to the shareholders that any dividend remaining unclaimed for seven years gets transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Except of Loan given to Wholly Owned Subsidiary viz. E-Class Education System Limited which is exempt, there was no other loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.
OTHER DISCLOSURES/REPORTING:
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) Issue of equity shares with differential rights as to dividend, voting or otherwise,
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme,
Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.
For and on behalf of the Board of Directors Sundaram Multi Pap Limited Sd/-
Amrut P. Shah (DIN: 00033120)
Chairman & Managing Director
Date: 25/07/2016 Place: Mumbai
Mar 31, 2015
Dear Members,
On behalf of the Board of Directors, it is our pleasure to present the
21st Annual Report together with the Audited Statement of Accounts of
Sundaram Multi Pap Limited ("the Company") and its subsidiary for the
year ended 31st March, 2015.
FINANCIAL PERFORMANCE:
The financial performance of Company for the year ended 31st March,
2015 is summarized below:
(Rs. In Lacs)
Particulars 2014-15 2013-14
Total Income 8,349.76 15,472.81
Profit before Interest, Depreciation & 138.63 1,924.96
Amortization
Less : Interest 87.34 1,373.38
Depreciation & Amortization 330.68 484.12
Profit / (Loss) before extraordinary (279.39) 67.44
item & tax
Less: Extra-ordinary item 1,469.43 -
Profit / (Loss) before tax (1,748.82) 67.44
Less: Net provision for tax - 71.63
Less: Short provision for earlier year (74.16) (14.44)
Profit / (Loss) after tax (1,674.66) 10.25
Add: Balance brought forward from 4,380.32 4,395.29
previous year
Add: Depreciation adjusted against (2,467.61) -
free reserves
Balance available for disposal 238.05 4,405.54
Less: Appropriation:
Proposed Dividend - 21.56
Dividend tax - 3.66
Transfer to general reserve - -
Balance to be carried forward 238.05 4,380.32
SUMMARY OF OPERATIONS:
The revenue from the operations decreased by 54% to Rs. 8,349.76 Lacs
for the year ended 31st March, 2015 as compared to Rs. 15,472.81 Lacs
for the year ended 31st March, 2014. Steep decline in the trading sales
has resulted in to low turnover. The Company has incurred a loss of Rs.
279.39 lacs before extra-ordinary items & tax for the year as compared
to the profit of Rs. 67.44 lacs for the year ended 31st March, 2014.
During the year the Company has incurred a loss of Rs.1,469.43 lacs
from the sale of non-moving inventories and other exceptional items.
Thus, the Company has incurred a net loss of Rs. 1,674.66 Lacs for the
year ended 31st March, 2015 as compared to the profit of Rs. 10.25 Lacs
for the year ended 31st March, 2014.
TRANSFER TO RESERVE:
In view of the losses incurred by the Company, your Directors
DIVIDEND:
In view of the Loss incurred by your Company, Board of Directors does
not recommend any dividend for the Financial Year 2014-15.
MATERIAL CHANGES AND COMMITMENT:
During the year under review the Company had approached the Bankers for
the restructuring of loan, which was agreed upon by the bankers. As per
the restructuring terms, the Company has pledged 1,49,99,900 Equity
Shares of Rs. 10/- each of its Wholly Owned Subsidiary viz. E-class
Education System Limited to SBICAP Trustee Company Limited (SBICAPTCL).
The pledged shares are held by SBICAPTCL as a trustee for State Bank of
India (Ahmedabad Branch) together with IDBI Bank Ltd (Ahmedabad
Branch). Your Management is looking forward to clear all the debts and
set free the said pledge by the end of Financial Year 2015-16.
There have been no such material changes or commitments affecting the
financial position from the end of the Financial Year 2014-2015 till
date of this report, as may be deemed to be material enough to affect
the financial position of the Company, otherwise than in the normal
course of business.
CHANGES INCLUDING MATERIAL CHANGES DURING THE YEAR:
During the year Company has closed down the Nagpur Paper unit due to
non-implementation of projects and other technological obsolescence.
Further Company's registered office has been shifted from 903, Dev
plaza, Opp. Andheri Fire Station, S.V. Road, Andheri West, Mumbai:
400058 to 5/6, Papa Industrial Estate, Suren Road, Andheri East,
Mumbai: 400093 w.e.f. 02/12/2014 for better efficiency at work place
and to save the administration cost.
CAPITAL/ FINANCE:
During the year, the Company has not issued and allotted any fresh
Share capital.
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 21,56,05,773/- (Rupees Twenty One
Crores Fifty Six Lakhs Five Thousand Seven Hundred and Seventy Three
Only), comprising 21,56,05,773 (Twenty One Crores Fifty Six Lakhs Five
Thousand Seven Hundred and Seventy Three )Equity shares of Rs. 1/-
(Rupee One Only)each.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual return of the Company, pursuant to section
134(3) (a) of the Companies Act, 2013 in annexed herewith as Annexure-1
to this Report.
MEETING OF THE BOARD OF DIRECTORS:
The Board met Nine (9) times during the Financial Year 2014-15 viz. on
24th May, 2014, 22nd July, 2014, 14th August, 2014, 27th October, 2014,
14th November, 2014, 1st December, 2014, 30th December, 2014, 12th
February, 2015 and 30th March, 2015.
Detailed information on the meetings of the Board of Directors is
included in the report on Corporate Governance, which forms part of
this Annual Report.
COMMITTEES OF BOARD:
As per the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, Company has formed Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The
details of Composition of the said Committee and their Meeting held
during the year along with terms of reference of the said Committees of
Board of Directors of the company is given in Corporate Governance
Report and is also placed on the Company's website at
(http://www.sundaramgroups.in /other-information/)
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies
Act, 2013, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 at the end of the Financial Year and of the loss of the
company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(d) The directors have prepared the 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 were operating effectively; and
(f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the
Independent Directors confirming that they meet the criteria of
Independence as prescribed under the Section 149
(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement
entered with the stock exchanges.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION AND EVALUATION
The Company has constituted a Nomination and Remuneration Committee
with 3 Non-Executive Directors, all the three Directors are Independent
Directors. The Chairman of the Committee is an Independent Director.
The Company has framed a Nomination, Remuneration and Evaluation
Policy. The information under section 134 (3) (e) of the Companies Act,
2013 with respect to the Company's policy on directors' appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters
provided under sub-section (3) of section 178 is attached as Annexure-2
to this report.
FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF
ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Board has carried out
annual performance evaluation of its own performance, the directors
individually as well as evaluation of working of committees of Board of
Directors.
Executive Directors were evaluated on the basis of targets / criteria
given to them by the board from time to time as well as per their terms
of appointment. Independent Directors, being evaluated by entire board
except of Director being evaluated, on meeting their obligations
connected with their independence criteria as well as adherence with
the requirements of professional conduct, roles, functions and duties
specifically applicable to Independent Directors as contained in
Schedule IV to the Companies Act, 2013. Chairman and other
Non-Independent Directors were being evaluated by Independent
Directors, who also reviewed the performance of secretarial department.
Performance evaluation of the Committees and that of its members in
effectively discharging their duties, were also being carried out by
board.
The overall performance of Chairman, Executive Directors and
Non-Executive Directors of the Company is satisfactory. The review of
performance was based on criteria of performance, knowledge, analysis,
quality of decision making etc.
AUDITORS:
A. STATUTORY AUDITORS
Ratification:
M/s. Bhuta Shah & Co., Chartered Accountants, Mumbai, (ICAI Firm
Registration No. 101474W), Statutory Auditors of the Company, were
appointed as the Statutory Auditors of the Company to hold the office
for a period of three years, from the conclusion of last Annual General
Meeting of the Company held on 30th September, 2014. The said
appointment needs to be ratified by the members of the Company at every
Annual General Meeting during the said period and the Statutory
Auditors have confirmed their eligibility to the effect that their
re-appointment, if made,would be within the prescribed limits under the
Act and that they are not disqualified for re-appointment.
As required above, the Board has, after considering the recommendations
of its Audit Committee, incorporated a suitable resolution for your
consideration and approval in the notice calling ensuing Annual General
Meeting of the Company.
Auditors Observations:
The auditor has qualified opinion over the matter of provision for
Gratuity and "Discontinuing Operations". They have further emphasized
over the matter of certain trade receivables and provisions not made
for loans and advances given to wholly owned subsidiary company. For
further details refer Independent Auditors Report on Pg no. 55 of the
this Annual Report .
Management's Response:
Response for Gratuity:
The Company has made a provision of Rs. 7 Lacs for Gratuity on
estimated basis. The Company has already appointed actuary to carry out
actuarial valuation of gratuity. On receipt of report appropriate
action would be taken.
Response for Note No. 42 : Paper Mill at Nagpur The Company is advised
that Accounting Standard (AS) 24 relates to "Discontinuing Operations".
The Company's matter falls under the sub-clause related to abandonment
/ termination of operations. Under para 15(b) related to "initial
disclosure event", discontinuing operation event takes place on the
enterprise's board of directors or similar governing body has both (i)
approved a detailed, formal plan for the discontinuance and (ii) made
an announcement of the plan.
In case of your company the Board has not yet approved a detailed,
formal plan for discontinuance.
In view of above mentioned facts and provisions of Accounting Standard
(AS) 24, the Management is of the view that auditor's qualification in
this regard is unwarranted / matter of caution. The Company has
informed / made announcement to all its stakeholders. As and when
initial disclosure event takes place your company will appropriately
take necessary steps and make necessary disclosure.
The Auditor has emphasized over the matter of balance of certain trade
receivables and advances. The amount are considered realizable. The
management is taking necessary steps to recover the trade receivables.
The Auditor has emphasized over the matter of provision not made for
loan and advances given to its wholly owned subsidiary company viz.
E-class education System Limited. In view of the Management of your
Company the loans and advances given by the Company to its wholly owned
subsidiary viz. E-class Education System Limited amounting to Rs. 22.32
crores are outstanding as on 31st March, 2015. The subsidiary company
is expecting a robust growth with good amount of margin in the near
future. The management of the Company is of the opinion that if the
expectation of the subsidiary materializes in the near future, then a
good amount of turn around can be seen in the subsidiary. Further the
management of the Company is of the opinion that the diminution in the
value of investment and loans and advances does not have any material
impact on the financial statement of 31st March, 2015 and hence no
provision was made by the Company.
B. SECRETARIAL AUDITORS
Appointment:
Pursuant to Section 204 of the Companies Act, 2013, your Company has
appointed M/s. Hemanshu Kapadia & Associates, Practicing Company
Secretaries, Mumbai as its Secretarial Auditors to conduct the
Secretarial Audit for FY 2014-15. The Company provided all assistance
and facilities to the Secretarial Auditor for conducting their audit.
Auditors Observations:
The Company has complied with the provisions of the Section 205 of the
Companies Act 1956. However there was a reported delay in the payment
of Dividend.
Management's Response:
The Company had made a provision for the Dividend, approved by the
members in the AGM held on 30th September, 2014, however due to
unanticipated event the amount was utilized by the Company for the said
event and hence there was a delay in the payment of dividend. As soon
as the funds were available with the company, the dividend was paid to
the shareholders.
Secretarial Audit Report:
The Report of Secretarial Auditor for FY 2014-15 is annexed to this
report as Annexure-3.
C. INTERNAL AUDITOR
The Company continues to engage Prakkash Muni & Associates (ICAI Firm
Registration No. 111792W) as its Internal Auditor. During the year, the
Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.
D. COST AUDITOR
During the year under review Cost Audit was not applicable to the
Company's products/ business.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year, the Board of Directors, on the recommendation of the
Audit Committee, in their meeting held on 30th March, 2015 has
appointed Mr. Raichand P. Shah, brother of Mr. Amrut P. Shah, Chairman
and Managing Director and Mr. Shantilal P. Shah, Whole-time Director,
as the Plant Manager of the Company w.e.f 1st April, 2015. On such
terms and conditions including remuneration as set out in the Letter of
Appointment dated 30th March 2015. The company has not entered into any
other transaction falling under Section 188 (1) of the Companies Act,
2013; therefore disclosure under this section is not applicable to the
Company. Also policy on related party transaction has been disclosed on
the website of the Company at (http://www.sundaramgroups.in/wp-content/
uploads/2015/02/05.Related-party-transaction-policy.pdf).
The Company has not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and outgo, as required to be
disclosed under the Act are given below
(A) CONSERVATION OF ENERGY
(a) Steps taken on conservation of energy:
- Transparent roof in the factory premises
- Controlling the process parameter
- High efficient machinery aids in saving energy
- Plant is equipped with energy saving lamps
- Self power generation unit
(b) The steps taken by the company for utilizing alternate sources of
energy:
The Company has installed the transparent roof in the working area at
the factory premises. This leads to natural light in the factory
premises and helps in saving the energy and electricity. The
transparent roof drastically enables the company to reduce the
artificial lightning.
The self-power generator enables the company to overcome the breakdown
in the electricity supply and facilitates the continuous working of the
production process without any hindrance.
(c) The capital investment on energy conservation equipments:
Capital Investments were incurred in the earlier years, but no
investment was made on energy conservation equipments during the
previous year.
(B) TECHNOLOGY ABSORPTION
(a) The efforts made towards technology absorption:
- Fully auto book manufacturing machine
- Adoption of partly automation process
(b) The benefits derived from the machinery:
- Minimized the labour cost and the cycle time of work-in- progress
- Increase in the production.
- Better quality of products.
- Low amount of wastage.
(c) In case of imported technology:
No technology was imported by the Company during the last three years
reckoned from the beginning of the financial year.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars 2014-15 2013-14
Earnings - 2,94,38,630
Expenditures/Outgo 31,375 55,96,126
BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY:
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion.
Therefore, in accordance with Clause 49 of the listing agreement the
Board members were informed about risk assessment and minimization
procedures after which the Board formally adopted steps for framing,
implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues. In today's challenging and
competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The
common risks inter alia are: Regulations, Competition, Business risk,
Technology obsolescence, Investments, Retention of talent and Expansion
of facilities.
Risk Management framework shall primarily focus on the elements such as
Risk to Company Assets and Property, Employees Related Risks, Foreign
Currency Risks, Risks associated with Non-Compliance of Statutory
enactments, Competition Risks, Operational Risks and various other
types of risks which may affect the business or organization. Business
risk, inter-alia, further includes Financial risk, Political risk,
Fidelity risk, Legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
Pursuant to Clause 4 of the SEBI Circular CIR/CFD/ POLICY CELL/2/2014
dated 17th April, 2014; the provision of Clause 49(VI) (C) of the
Listing Agreement with respect to the formation of the Risk Management
Committee is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at
(http://www.sundaramgroups.in/wp-content/uploads/2015/02/02.-Risk-
Management-Policy.pdf
THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR RESIGNED DURING THE YEAR:
During the year under review Mr. Jagdish J. Kothari (DIN: 00033271),
Mr. Manikandam P. Kammenchery (DIN: 03323385) & Mr. Kaushal R. Sheth
(DIN: 06949468) were appointed as the Independent Directors by the
Shareholders in the AGM held on 30th September, 2014 for a term of five
(5) years.
Mr. Manik R. Makwana was appointed as the Company Secretary &
Compliance Officer and a Key Managerial Personnel of the Company w.e.f
from 1st January, 2015.
Ms. Minjal V Kadakia (DIN: 07135977) was appointed as the Additional
Independent Women Director on the Board w.e.f 30th March, 2015. The
Company has received notice in writing from Member along with the
deposit of requisite amount under Section 160 of the Companies Act,
2013 proposing candidature of Ms. Minjal V. Kadakia (DIN: 07135977),
who holds the office of Director up to the date of ensuing AGM, as an
Independent Director not liable to retire by rotation and to hold the
office for the period of 5 years with effect from 30th March, 2015 till
29th March, 2020.
Mr. Rajesh B. Jain was appointed as the Chief Financial Officer and a
Key Managerial Personnel of the Company w.e.f 1st April, 2015.
Mr. Paresh Kumar P. Jain (DIN: 05159799) and Mr. Mahip Agarwal (DIN:
03509204), who were liable to retire by rotation and being eligible,
but did not offer themselves for re-appointment at the Annual General
Meeting, vacated the position of Director w.e.f 30th September, 2014.
Mr. Jagdish J. Kothari (DIN: 00033271) Independent Director and Mr.
Hasmukh A. Gada (DiN: 00033151), Whole-time Director & Chief Financial
Officer of the Company demitted office as the Director with effect from
1st April, 2015.
The term of Mr. Amrut P. Shah (DIN: 00033120) as the Managing Director
of the Company and of Mr. Shantilal P. Shah (DIN: 00033182) as the
Whole-time Director of the Company expired on 31st March, 2015. Subject
to the approval of the Members in the ensuing AGM, the Board has
re-appointed Mr. Amrut P. Shah (DIN: 00033120) as Managing Director of
the Company and Mr. Shantilal P. Shah (DIN: 00033182) as Whole-time
Director of the Company with effect from 1st April, 2015 for a term of
three years. Therefore none of the Directors excluding the Independent
Directors are liable to retire by rotation at the ensuing AGM.
DETAILS OF DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Chapter V of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no
details to be disclosed under Rule 8(5) (v) of the Companies (Accounts)
Rules, 2014.
DISCLOSURE UNDER SEXUAL HARASSMENT AT WORK-PLACE:
During the year under review no complaints has been received by Company
under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition And Redressal) Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule
8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place adequate systems of Internal Control
commensurate with its size and the nature of its operations. These have
been designed to provide reasonable assurance with regard to recording
and providing reliable Financial and Operational information, complying
with applicable statutes, safeguarding assets from unauthorized use or
losses, executing transactions with proper authorization and ensuring
compliance of internal policies. The Company has a well-defined
delegation of power with authority limits for approving revenue as well
as capital expenditure. Processes for formulating and reviewing annual
and long term business plans have been laid down to ensure adequacy of
the control system, adherence to the management instructions and legal
compliances. 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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annexure-5 to this Report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are not applicable to the Company
as no Employees were employed during the year which crosses the limits
given under the said rule.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year Company have transferred unclaimed dividend amount of
Rs. 54,699/- pertaining to Financial Year 2006-07, to Investor
Education Protection Fund on 29/11/2014. Pursuant to the provisions of
the Investor Education Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules,
2012, the Company has already filed the necessary form and uploaded the
details of unpaid and unclaimed amounts lying with the Company, as on
the date of last AGM (i.e. 30/09/2014), with the Ministry of Corporate
Affairs.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF
SUBSIDIARIES:
As on 31st March, 2015 your Company has only one Wholly Owned
Subsidiary viz. E-class Education System Limited. During the year
under review your Company did not have any New Subsidiary neither did
it have an Associate Company nor did it enter in to a Joint Venture
with any other company.
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure-4.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral
part of this Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
VIGIL MECHANISM:
Pursuant to the requirement of the Companies Act 2013 and provisions of
Listing Agreement applicable to the Company, your Company has adopted
Vigil mechanism (Whistle Blower Policy) for satisfying the Company's
Code of Conduct and Ethics, and particularly to assuring that business
is conducted with integrity and that the Company's financial
information is accurate. The reportable matters may be disclosed by the
employees to the Management / Managing Director / Chairman of the Audit
Committee. No complaint was received during the Financial Year 2014-15.
During the year under review,no employee was denied access to the Audit
Committee.
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
UNCLAIMED DIVIDEND:
Your Company would like to bring to the notice of the shareholders that
some of them have not claimed the dividends as per the under mentioned
detail:
Accounting Year Total amount unclaimed (in Rs.)
2007- 08 181958
2008- 09 54248
2009- 10 67029
2010- 11 52317
2011- 12 48097
2012- 13 97517
2013- 14 51436
The Board of Directors sincerely likes to remind the concerned
shareholders to claim their dividends. The Board also likes to inform
to the shareholders that any dividend remaining unclaimed for seven
years gets transferred to Investor Education & Protection Fund as per
Section 125 of the Companies Act, 2013.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for employees at all
levels, who have contributed to the growth and performance of your
Company.
Your Directors also thank the clients, vendors, bankers, shareholders
and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other
statutory authorities for their continued support.
For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Sd/-
Amrut P.Shah
(DIN: 00033120)
Chairman & Managing Director
Date: 12th August, 2015
Place: Mumbai
Mar 31, 2013
To The Members of Sundaram Multi Pap Limited
The Directors are pleased to present the Nineteenth Annual Report of
the Company with Audited Financial Statements for the year ended 31st
March 2013.
FINANCIAL HIGHLIGHTS:
The financial highlights of the Company are as follows:
(Rs.In lakhs)
Particulars Year ended Year ended
2012-13 2011-12
Total Income 18255.76 17620.09
Profit before interest,
depreciation & amortization 2436.44 2235.12
Less: Interest 1207.75 859.35
Depreciation & Amortization 481.28 350.49
Profit before
extraordinary item & tax 747.42 1025.28
Less: Extra ordinary item
Profit before tax 747.42 1025.28
Less: Net provision for tax 291.37 247.13
Less: Short provision
for earlier year 0.92 6.98
Profit after tax 455.13 771.17
Add: Balance brought
forward from previous year 4174.04 3615.23
Add: Excess provision for
proposed dividend during FY 2011-12 14.37
Excess provision for proposed
dividend distribution Tax
during FY 2011-12 2.33
Balance available for disposal 4645.87 4386.40
Which the directors appropriate
as follow:
Proposed Dividend 215.60 143.74
Dividend tax 34.98 23.32
Transfer to general reserve 45.31
Balance to be carried forward 4395.29 4174.03
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 2,15,60,577/-
for the financial year 2012-13 i.e. Rs. 0.10/- per share of Rs. 1/- each
i.e. @ 10% per share of Rs. 1/- each.
The total dividend outgo will be Rs. 2,15,60,577/- exclusive of Dividend
Distribution Tax of Rs. 34,98,204/- to be paid by the Company.
FIXED DEPOSITS:
The Company has not accepted fixed deposits from public during the year
under review.
UNCLAIMED DIVIDEND:
Your company would like to bring to the notice of the Shareholders that
some of them have not yet claimed the dividends as per the under
mentioned detail:
(in Rs.)
Accounting Year Total amount unclaimed
2005-06 54,399.44
2006-07 54,666.00
2007-08 1,82,458.00
2008-09 54,398.00
2009-10 67,029.00
2010-11 52,317.00
2011-12 49,565.00
The Board of Directors sincerely like to remind the concerned
shareholders to claim their dividends. The Board also like to inform
the shareholders that any dividend remaining unclaimed for seven years
gets transferred to Investor Education & Protection Fund as per Section
205C of the Companies Act, 1956.
BANKS & FINANCIAL INSTITUTIONS:
The Company has been prompt in making the payment of interest and
repayment of loans to financial institutions & banks. Banks & financial
institutions continue to give their unstinted support. The Board of
Directors records its appreciation for the same.
DIRECTORS:
Mr. Paresh Kumar P. Jain and Mr. Mahip D. Agarwal retire by rotation at
the ensuing Annual General Meeting and being eligible, offers
themselves for re-appointment.
The Company has complied with the relevant provision of the listing
agreement regarding the appointment of Independent Directors. The
details of the same are given under the Compliance Report on Corporate
Governance.
DIRECTORS RESPONSIBILITY STATEMENT:
In Compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm
that:
(a) The Company has followed the applicable standards in the
preparation of the Annual Accounts and there had been no material
departure;
(b) The Directors had selected the 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 the profit or loss
of the Company for the aforesaid period;
(c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS'' REPORT:
The observation made in the Auditors'' Report are self-explanatory and
therefore do not call for further comments under Section 217 of the
Companies Act, 1956.
AUDITORS:
M/s. Bhuta Shah & Co., Chartered Accountants, Auditors, Mumbai, of the
Company retire at the ensuing Annual General Meeting. However, being
eligible, offer themselves for reappointment as the Statutory Auditors
of the Company. During the year under review, the management has not
proposed to appoint any branch auditors for better co-ordination.
COST AUDITORS:
In accordance with the Industry wise General Order of the Central
Government, on the recommendation of the Audit Committee, the Company
has appointed M/s SNM & Associates, Cost Accountants, Nagpur as Cost
Auditor of the Company to conduct audit of the cost Accounts relating
to the Paper and Paper Products/Articles manufactured by the Company
for the financial year 2013- 2014.
CORPORATE GOVERNANCE:
The company has been proactive in following the principles and
practices of good Corporate Governance. The company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in clause 49 of the Listing Agreements of the Stock
Exchanges are complied with. A report on Corporate Governance, along
with a certificate of compliance from the Auditors, forms part of this
report.
DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited and Central Depository Services (India) Limited. The
shareholders can take advantage of holding their scrips in
dematerialised mode.
PERSONNEL:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of the Employees) Rules,
1975, as amended, the name and other particulars of the employees are
required to be set out in the Annexure to the Directors'' Report.
However, as per the provisions of Section 219(1)(b)(iv) of the said
Act, the Annual Report, excluding the aforesaid information is being
sent to all the Members of the Company and others entitled thereto.
Members who are interested in obtaining such particulars may write to
the Company at its Registered Office.
INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
Part B. Consumption per Unit of Production:
Particular Consumption per Unit of Production
Electricity 446.76 Unit
Coal 0.370 M.T.
B. Technology Absorption, Adaptation and innovation:
The Research and Product Development activities are primarily directed
towards product developments and new designs of notebooks as well as
other stationery related items.
ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to your Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Amrut P. Shah
Chairman & Managing Director
Mumbai on this 5th
Day of August 2013
Mar 31, 2012
To The Members of Sundaram Multi Pap Limited
The Directors are pleased to present the Eighteenth Annual Report of
the Company with Audited Balance Sheet and Statements of Accounts for
the year ended 31st March 2012.
FINANCIAL HIGHLIGHTS:
The financial highlights of the Company are as follows:
(Rs. In lakhs)
2011-12 2010-11
Total Income 17620.09 19274.31
Profit before interest, depreciation
& amortization 2235.12 2400.12
Less: Interest 859.35 639.78
Depreciation 350.49 337.10
Amortization - 109.40
Profit before extraordinary item & tax 1025.28 1313.84
Less: Extra ordinary item - -
Profit before tax 1025.28 1313.84
Less: Net provision for tax 247.13 475.51
Less: Short provision for earlier year 6.98 (26.93)
Profit after tax 771.17 865.26
Add: Balance brought forward from previous year 3615.23 2996.35
Balance available for disposal 4386.40 3861.61
Which the directors appropriate as follow:
Proposed Dividend 143.74 143.74
Dividend tax 23.32 24.43
Transfer to general reserve 45.30 78.21
Balance to be carried forward 4174.04 3615.23
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 1,43,73,720/-
for the financial year 2011-12 i.e. Rs. 0.20/- per share of Rs. 1/- each
i.e. @ 20% (Pre Bonus) equivalent to Rs. 0.0666/- per share of Rs. 1/- each
i.e. @ 6.666% (Post Bonus).
The total dividend outgo will be Rs. 1,43,73,720/- exclusive of Dividend
Distribution Tax of Rs. 23,31,777/- to be paid by the Company.
INCREASE IN THE AUTHORISED CAPITAL:
The Authorised Share Capital of the Company has increased from Rs. 20
Crores (Rupees Twenty Crores Only) divided into 20 Crores (Twenty
Crores) Equity Shares of Rs. 1/- (Rupee One Only) each to Rs. 25 Crores
(Rupees Twenty Five Crores Only) divided in to 25 Crores (Twenty Five
Crores) Equity Shares of Rs. 1/- (Rupee One Only) each with effect from
1st April 2012.
ISSUE OF BONUS SHARES:
The Company issued and allotted bonus shares on 16th April 2012 in the
proportion of 2 (two) new equity bonus share of Rs.1/- each for every 1
(one) existing fully paid up equity share of Rs.1/- each held. Thus, the
Company issued 14,37,37,182 (Fourteen Crores Thirty Seven Lakhs Thirty
Seven Thousand One Hundred and Eighty Two Only) new fully paid up
equity shares of Rs. 1/- thus aggregating paid up capital to Rs.
21,56,05,773/- ( Rupees Twenty One Crore Fifty Six Lakh Five Thousand
Seven Hundred and Seventy Three) divided into 21,56,05,773 (Twenty One
Crore Fifty Six Lakh Five Thousand Seven Hundred and Seventy Three)
fully paid up equity shares of Rs.1/- each.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements has been drawn up in accordance
with the applicable accounting standards, forms part of the annual
report. Under Section 212(1) of the Companies Act, 1956, a copy of
financial statements of the wholly owned subsidiary 'E-class
Education System Ltd.', along with the report of the Board of
Directors and that of the Auditor's thereon is attached herewith the
Company's accounts.
INTERNAL CONTROLS & THEIR ADEQUACY
The Company has adequate internal control systems commensurate with the
size and operations of the Company. The scope of the internal audit is
to ensure the control systems established by the management are
correctly implemented and to suggest any additional changes required to
strengthen the existing systems. These systems and procedures are
reviewed at regular intervals through internal audits, statutory audits
and audit committee.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
Industrial relations continue to remain peaceful at the manufacturing
plant at Palghar and Nagpur. The labour force at the manufacturing
plants have been trained vigorously and this in-house training has
increased the skill levels abundantly. All the employees are working
with the Company for a common objective.
Industrial relations of the Company were cordial during the year.
FIXED DEPOSITS:
The Company has not accepted fixed deposits from public during the year
under review.
UNCLAIMED DIVIDEND:
Your company would like to bring to the notice of the Shareholders that
some of them have not yet claimed the dividends as per the under
mentioned detail:
Accounting Year Total amount unclaimed
(in Rs.)
2005-06 55,399
2006-07 54,666
2007-08 1,82,458
2008-09 54,398
2009-10 67,650
2010-11 53,737
The Board of Directors sincerely like to remind the concerned
shareholders to claim their dividends. The Board also like to inform
the shareholders that any dividend remaining unclaimed for seven years
gets transferred to Investor Education & Protection Fund as per Section
205C of the Companies Act, 1956.
BANKS & FINANCIAL INSTITUTIONS:
The Company has been prompt in making the payment of interest and
repayment of loans to financial institutions & banks. Banks & financial
institutions continue to give their unstinted support. The Board of
Directors records its appreciation for the same.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company as a responsible corporate citizen has been seriously
aware of providing elementary education to the rural poor. Since 1998,
your Company has supported six school projects, one hostel project and
two national projects for the benefit of school children, handicapped
children, blind children and also contributed to the armed forces
during the Kargil war. During the year under report, Company has
provided donations to the handicapped children's education as well as
student's hostel.
Your Company has a motto that every child in India must get equivalent
education irrespective of where they are situated. In our own humble
ways we are contributing to the education sector. This has helped
enhance the image of the Company.
DIRECTORS:
Mr. Jagdish J. Kothari retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
Mr. Paresh P. Jain and Mr. Mahip D. Agarwal were appointed by the Board
as an Additional Director (Non-Executive, Independent) of the Company
under Section 260 of the Companies Act, 1956, w.e.f. 30th May 2012 and
30th July 2012 respectively and they hold office as Director only up to
the date of the ensuing Annual General Meeting. As required by the
provisions of Section 257 of the Companies Act,1956, notices has been
received from members proposing their appointment as Directors along
with deposit of Rs. 500/- (Rupees Five Hundred Only.) for each of them
from the members. The Board considers it desirable that the Company
should continue to avail the services of Mr. Paresh P. Jain and Mr.
Mahip D. Agarwal.
Mr. Amrut P. Shah, who is the Director of the Company and whose tenure
of Managing Director of the Company expired on 31st March 2012, was
reappointed, on the recommendation of Remuneration Committee and
subject to the approval of Central Government and Members, as the
Managing Director of the Company, with effect from 1st April 2012 by
the Board in their meeting held on 31st March 2012 on such terms and
conditions including remuneration of Rs. 10.00 lacs per month, as set out
in the agreement entered into on 31st March 2012 between the Company
and Mr. Amrut P. Shah.
Mr. Shantilal P. Shah, who is the Director of the Company and whose
tenure of Whole-time Director of the Company expired on 31st March
2012, was reappointed, on the recommendation of Remuneration Committee
and subject to the approval of Central Government and Members, as a
Whole-time Director of the Company, with effect from 1st April 2012 by
the Board in their meeting held on 31st March 2012 on such terms and
conditions including remuneration of Rs. 5.00 lacs per month, as set out
in the agreement entered into on 31st March 2012 between the Company
and Mr. Shantilal P. Shah.
Mr. Hasmukh A. Gada, who is the Director of the Company and whose
tenure of Whole-time Director of the Company expired on 31st March
2012, was reappointed, on the recommendation of Remuneration Committee
and subject to the approval of Central Government and Members, as a
Whole-time Director of the Company, with effect from 1st April 2012 by
the Board in their meeting held on 31st March 2012 on such terms and
conditions including remuneration of Rs. 2.50 lacs per month, as set out
in the agreement entered into on 31st March 2012 between the Company
and Mr. Hasmukh A. Gada.
Mr. Anuj V. Sukhadia and Mr. Bhavin P. Gogri resigned from the Company
with effect from 30th May 2012 and 30th July 2012 respectively.
The Company has complied with the relevant provision of the listing
agreement regarding the appointment of Independent Directors. The
details of the same are given under the Compliance Report on Corporate
Governance.
DIRECTORS' RESPONSIBILITY STATEMENT:
In Compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm
that:
a) The Company has followed the applicable standards in the preparation
of the Annual Accounts and there had been no material departure;
b) The Directors had selected the 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 the profit or loss
of the Company for the aforesaid period;
c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS' REPORT:
The Auditors in their Report have made following observation in point 4
(f):
With respect to note no.30 regarding revision in estimate for the
amount of amortization of brand, whereby amortization of brand is short
accounted by Rs. 29,172,298/- resulting in to increase in profit by Rs.
29,172,298/- and value of Brand by Rs. 29,172,298/-, the Management have
to reply that the observation so made is self-explanatory and do not
call for further comments.
All the other observations made in the Auditors' Report are
self-explanatory and therefore do not call for further comments under
Section 217 of the Companies Act, 1956.
AUDITORS:
M/s Bhuta Shah & Co., Chartered Accountants, Auditors, Mumbai, of the
Company retire at the ensuing Annual General Meeting. However, being
eligible, offer themselves for reappointment as the Statutory Auditors
of the Company. During the year under review, the management has not
proposed to appoint any branch auditors for better co-ordination.
COST AUDITORS:
In accordance with the Industry wise General Order of the Central
Government, on the recommendation of the Audit Committee, the Company
has appointed M/s SNM & Associates, Cost Accountants, Nagpur as Cost
Auditor of the Company to conduct audit of the cost Accounts relating
to the Paper and Paper Products/Articles manufactured by the Company
for the financial year 2012- 2013.
CORPORATE GOVERNANCE:
The Company has been proactive in following the principles and
practices of good Corporate Governance. The company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in clause 49 of the Listing Agreements of the Stock
Exchanges are complied with.
A report on Corporate Governance, along with a certificate of
compliance from the Auditors, forms part of this report.
DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited and Central Depository Services (India) Limited. The
shareholders can take advantage of holding their scrips in
dematerialised mode.
DELISITING:
The equity shares of the Company are delisted from the Ahmedabad Stock
Exchange Ltd. w.e.f 31st July 2012. The Company has applied for
delisting of equity shares from the Pune Stock Exchange Ltd. and till
date the same is under process by the Pune Stock Exchange Ltd.
PERSONNEL:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of the Employees) Rules,
1975, as amended, the name and other particulars of the employees are
required to be set out in the Annexure to the Directors' Report.
However, as per the provisions of Section 219(1)(b)(iv) of the said
Act, the Annual Report, excluding the aforesaid information is being
sent to all the Members of the Company and others entitled thereto.
Members who are interested in obtaining such particulars may write to
the Company at its Registered Office.
INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
Form A: Part A. Conservation of Energy:
2012 2011
I) Electricity: -
(a) Purchased: 22.49 22.29
Unit (In Lacs) 149.61 109.15
Total Amount (Rs.Lacs) 6.65 4.90
Rate /Unit (Rs. )
(b) Purchased:
Units (in Kwh) NIL NIL
Total Amount (Rs. Lacs) NIL NIL
Rate /Unit (Rs. ) NIL NIL
II) Coal:-
Quantity (Tones) 2515 MT 2485 MT
Total Cost (Rs. Lacs) 111.56 83.47
Average Rate (Rs.) 4436.00 3359.00
III) Furnace Oil NIL NIL
IV) Rice Husk
Quantity (Tones) NIL NIL
Total Cost (Rs. Lacs) NIL NIL
Average Rate (Rs. ) NIL NIL
Part B. Consumption Per Unit of Production:
Particular Consumption per Unit of Production
Electricity 611.45 Unit
Coal/Rice Husk 0.684 M.T.
B. Technology Absorption, Adaptation and Innovation:
The Research and Product Development activities are primarily directed
towards product developments and new designs of notebooks as well as
other stationery related items.
C. Foreign Exchange Earnings and Outgoings:
(Rs. in lakhs)
Particular 2011-12 2010-11
Foreign Exchange Earnings: 1116.67 2022.64
Foreign Exchange Outgoings: 6.38 2.32
ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to your Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Amrut P. Shah
Chairman & Managing Director
Mumbai on this 08th day of August 2012
Mar 31, 2011
The Members,
Sundaram Multi Pap Limited
The Directors are pleased to present the Seventeenth Annual Report of
the Company with Audited Balance Sheet and Statements of Accounts for
the year ended 31st March 2011.
FINANCIALHIGHLIGHTS:
The financial highlights of the Company are as follows:
(Rs. in lakhs)
Particulars 2010-11 2009-10
Total Income 19274.32 15154.06
Profit before interest, depreciation &
amortization 2448.04 2165.45
Less: Interest 687.70 646.85
Depreciation 337.10 320.51
Amortization 109.40 145.86
Profit before extraordinary item & tax 1313.84 1052.22
Less: Extra ordinary item
Profit before tax 1313.84 1052.22
Less: Net provision for tax 475.51 250.81
Less: Short provision for earlier year (26.93) 27.16
Profit after tax 865.26 774.25
Add: Balance brought forward from previous year 2996.35 2432.50
Balance available for disposal 3861.61 3206.75
Which the directors appropriate as follow:
Proposed Dividend 143.74 143.74
Dividend tax 24.43 24.43
Transfer to general reserve 78.21 42.24
Balance to be carried forward 3615.23 2996.34
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 0.20/- per
equity share of Rs. 1/- each (@20%) for the financial year ended 31 st
March 2011.
The total dividend outgo amounts to Rs. 1,43,73,720/- exclusive of
Dividend Tax of Rs. 24,42,814/- to be paid by the Company.
CORPORATE SOCIALRESPONSIBILITY:
Your Company as a responsible corporate citizen has been seriously
aware of providing elementary education to the rural poor. Since 1998,
your Company has supported six school projects, one hostel project and
two national projects for the benefit of school children, handicapped
children, blind children and also contributed to the armed forces
during the Kargil war. During the year under report, Company has
provided donations to the handicapped children's education as well as
student's hostel.
Your Company has a motto that every child in India must get equivalent
education irrespective of where they are situated. In our own humble
ways we are contributing to the education sector. This has helped
enhance the image of the Company.
DIRECTORS:
Mr. Jagdish J. Kothari retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
On the recommendation of the Remuneration Committee, the Board has
proposed to increase the remuneration of Mr. Amrut R Shah, Managing
Director, from Rs. 60.00 lacs p.a. to Rs. 120.00 lacs p.a., of Mr.
Shantilal P. Shah, Whole-time Director, from Rs. 30.00 lacs p.a. to Rs.
60.00 lacs p.a. and of Mr. Hasmukh A. Gada, Whole-time Director, from
Rs. 12.00 lacs p.a. to Rs. 30.00 lacs p.a., subject to the prior
approval of the Central Government and the members at the Annual
General Meeting of the Company. The Company has complied with the
relevant provision of the listing agreement regarding the appointment
of Independent Directors. The details of the same are given under the
Compliance Report on Corporate Governance.
DIRECTORS RESPONSIBILITYSTATEMENT:
In Compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the CompaniesAct,1956yourDirectors confirm
that:
a) The Company has followed the applicable standards in the preparation
of the Annual Accounts and there had been no material departure;
b) The Directors had selected the 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 the profit or loss
of the Company for the aforesaid period;
c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS'REPORT:
The Auditors in their Report have made following observation in
point4(f):
Subject to Schedule 'P note no.2 (vi) regarding revision in estimate
for the amount of amortization of brand whereby the Company has
amortised Brand @15% instead of 30% as prescribed in the accounting
policy, due to which, amortization is short accounted by Rs.
10,939,612/- resulting into increase in profit by Rs. 10,939,612/-and
value of Brand by Rs. 10,939,612/-.
To this the Directors' have to reply that the Company paid a purchase
consideration on acquisition of paper Mills at Nagpur; in excess of
book value / market value of physical assets. As per accepted
accounting practice and prevailing Accounting standards (AS) it was
treated as Goodwill/ Brand. The Company is required to amortise such
asset over a period of 5years, as per AS-14.
The Management considered operations at Nagpur paper mills. It was
thought appropriate to reduce an amount of amortisation with
consideration to data/status of the paper mills.
The Company has revised its estimate within provisions/parameters
specified in AS-14. It is in interests Of the Company and done
prudently. It doesnot disturbtrue and fair view of our Annual accounts.
The other observations made in the Auditors' Report are
self-explanatory and therefore do not call for further comments under
Section 217 of the Companies Act, 1956.
AUDITORS:
M/s Bhuta Shah & Co., Chartered Accountants, Auditors, Mumbai, of the
Company retire at the ensuing Annual General Meeting. However, being
eligible, offer themselves for reappointment as the Statutory Auditors
of the Company. During the year under review, the management has not
proposed to appoint any Branch auditors for better co-ordination.
COST AUDITORS:
In accordance with the order from the Central Government, cost accounts
are maintained in respect of product 'Paper'. M/s SNM Associates, Cost
Auditors, Nagpur are appointed as the Cost Auditors for the financial
year2011-2012.
CORPORATE GOVERNANCE:
The company has been proactive in following the principles and
practices of good corporate governance.
The company has taken adequate steps to ensure that the conditions of
Corporate Governance as stipulated in clause 49 of the Listing
Agreements of the Stock Exchanges are complied with.
A report on Corporate Governance, along with a certificate of
compliance from the Auditors, forms part of this report.
DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited and Central Depository Services (India) Limited. The
shareholders can take advantage of holding their scrips in
dematerialised mode.
PERSONNEL:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of the Employees) Rules,
1975, as amended, the name and other particulars of the employees are
required to be set out in the Annexure to the Directors' Report.
However, as per the provisions of Section 219(l)(b)(iv) of the said
Act, the Annual Report, excluding the aforesaid information is being
sent to all the Members of the Company and others entitled thereto.
Members who are interested in obtaining such particulars may write to
the Company at its Registered Office.
INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information as required under section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
Part B. Consumption per Unit of Production:
Particular Consumption per Unit of Production
Electricity 558.60 Unit Perton.
Coal/Rice Husk 0.623 M.T. perton
B. Technology Absorption, Adaptation and innovation:
The Research and Product Development activities are primarily directed
towards product developments and new designs of notebooks as well as
other stationery related items.
ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to your Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continued co-operation.
For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Amrut P. Shah
Mumbai on this 08th Day of
August 2011 Chairman & Managing Director
Mar 31, 2010
The Directors are pleased to present the Sixteenth Annual Report of
the Company with Audited Balance Sheet and Statements of Accounts for
the year ended 31 March 2010.
FINANCIAL HIGHLIGHTS:
The financial highlights of the Company are as follows:
(Rs, in lakhs)
2009-10 2008-09
Total Income 15123.23 13088.25
Profit before interest, depreciation
& amortization 2174.54 1648.65
Less: Interest 655.93 457.97
Depreciation 320.52 268.75
Amortization 145.86 73.43
Profit before extraordinary item & tax 1052.23 848.50
Less: Extra ordinary item - 266.36
Profit before tax 1052.23 582.14
Less: Net provision for tax 272.79 17.85
779.44 564.29
Less: Short provision for earlier year 5.18 2.31
Profit after tax 774.26 561.98
Add: Balance brought forward from previous year 2432.50 1954.60
Balance available for disposal 3206.76 2516.58
Which the directors appropriate as follow:
Proposed Dividend 143.73 71.87
Dividend tax 24.42 12.21 Transfer to general
reserve 42.24 -
Balance to be carried forward 2996.37 2432.50
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs,0.20/- per
equity share ofRs, 1/-each (@20%) for the financialyearended31
March2010.
The total dividend outgo amounts toRs, 1,43,73,718/-exclusive of
Dividend Tax ofRs, 24,42,814/-to be paid by the Company.
DIRECTORS:
Mr.AnujV. Sukhadia retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
Mr. Bhavin P. Gogri was appointed by the Board as an Additional
Director (Non-Exceutive, Independent) of the Company under Section 260
of the Companies Act, 1956, he holds office as Director only upto the
date of the ensuing Annual General Meeting. As required by the
provisions of Section 257 of the Companies Act,1956, notice has been
received from a member proposing his appointment as Director along with
deposit of? 500/-
(Rupees Five Hundred Only.) from the member. The Board considers it
desirable that the Company should continueto avail the services of Mr.
Bhavin P. Gogri.
The Company has complied with the relevant provision of the listing
agreement regarding the appointment of Independent Directors. The
details of the same are given under the Compliance Report on Corporate
Governance.
DIRECTORS RESPONSIBILITY STATEMENT:
In Compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956your Directors confirm
that:
a) The Company has followed the applicable accounting standards in the
preparation of the Annual Accounts and there had been no material
departure.
b) The Directors had selected the 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 31 st March, 2010 and of the profit of the Company
for the year ended on that date.
c) The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS REPORT:
The observations made in the Auditors Report are self-explanatory and
therefore do not call for further comments under Section 217 of the
Companies Act, 1956.
AUDITORS:
M/s Bhuta Shah & Co., Chartered Accountants, Auditors, Mumbai, of the
Company retire at the ensuing Annual General Meeting. However, being
eligible, offer themselves for reappointment as the Statutory Auditors
of the Company. During the year under review, the management has not
proposed to appoint any branch auditors for better co-ordination.
COST AUDITORS:
In accordance with the order from the Central Government, cost accounts
are maintained in respect of product Paper. M/s SNM Associates, Cost
Auditors, Nagpur are appointed as the Cost Auditors for the financial
year 2010-2011.
CORPORATE GOVERNANCE:
The company has been proactive in following the principles and
practices of good corporate governance. The company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in clause 49 of the Listing Agreements of the Stock
Exchanges are complied with.
A report on Corporate Governance, along with a certificate of
compliance from the Auditors, forms part of this report.
LISTING:
The management was successful in obtaining listing of equity shares of
the Company on the Bombay Stock Exchange Limited under B group with
effectfrom 12th March 2010 as well as on theNationalStockExchange of
i India Limited under the symbol SUNDARAM with effect from 2 June
2010.This will ensure appropriate liquidity, trading visibility and
corporate visibility to your Company.
DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited and Central Depository Services (India) Limited.The
shareholders can take advantage of holding their scrips in
dematerialised mode.
PERSONNEL:
There were no employees employed during the year or part of the year
drawing remuneration, which falls within the purview of the provisions
of section 217(2A) of the Companies Act, 1956.Therefore the statement
for the same is not attached.
INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been insured.
B. Technology Absorption, Adaptation and innovation:
The Research and Product Development activities are primarily directed
towards product developments and new designs of notebooks as well as
other stationery related items.
C. Foreign Exchange Earningsand Outgoings:
(a) The Company is engaged in activities relating to exports and taking
measures for increasing exports, developing newexportmarketfor
production and formulating export plans
(b) Foreign Exchange Earnings: Rs,2671.16/-Lacs
Foreign Exchange Outgoings: Rs, 51.77/-Lacs
ACKNOWLEDGEMENTS:
The Board of Directors expresses their deep gratitude for the
co-operation and support extended to your Company by its customers,
suppliers, Bankers and various Government agencies. Your Directors also
place on record the commitment and involvement of the employees at all
levels and looks forward to their continued co- operation.
For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
AmrutP.Shah
Chairman&Managing Director
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Sundaram Multi Pap Ltd. குறித்த கூடுதல் தகவல்களை
-
Sundaram Multi Pap Ltd. டூல்ஸ்
- பல்க் டீல்ஸ்
-
Sundaram Multi Pap Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- புராடெக்ட் மிக்ஸ்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
-
நிறுவன வரலாறு
- போனஸ்
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
- என்எஸ்இ விலை வரலாறு
-
Sundaram Multi Pap Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
-
Sundaram Multi Pap Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
-
Sundaram Multi Pap Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
-
Sundaram Multi Pap Ltd. அறிக்கை
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