BOARD'S REPORT Your Directors have pleasure in presenting the Seventieth Annual Report together with the Audited Financial Statements for the financial year ended 31 March, 2015. FINANCIAL HIGHLIGHTS The previous financial year of Company comprised 12 months commenced 1 July, 2013 and ended 30 June, 2014 (July-June). In order to comply with the requirement of uniform accounting year as per Section 2(41) of The Companies Act 2013, the Board of Directors of the Company, effective 1 July, 2014, had approved change in financial year from July-June to commencing 1 April of every year ending on 31 March of the subsequent year (April-March). Accordingly, the current financial year comprised 9 months commencing 1 July, 2014 and ending 31 March, 2015. The subsequent financial year of the Company shall comprise 12 months from April-March. Accordingly, the figures are not comparable for the period under discussion. OPERATIONS A detailed review of the operations and performance of the Company is provided in the Management Discussion & Analysis Report, which is given as a separate chapter in the Annual Report. DIVIDEND Your Directors have recommended payment of dividend of Rs. 0.20 per equity share of Rs. 2/- each (previous year Rs. 0.20 per equity share) on the equity share capital of the Company for the financial year ended 31 March, 2015. FIXED DEPOSITS No amount of principal or interest on erstwhile fixed deposits was outstanding as on 31 March, 2015. Further, the Company has not invited any fresh deposits. DIRECTORATE In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Ms. Nandini Adya was appointed as an Additional Director (Independent) by the Directors on 11 November, 2014 and subsequently appointed as an Independent Director of the Company at the Annual General Meeting (AGM) held on 19 December 2014, to hold office for a term of 5 (five) consecutive years upto 10 November, 2019. Pursuant to provisions of the Act, Mr. Sanjay Labroo, Mr. A. S. Dulat and Mr. Ashish Guha were also appointed as Independent Directors of the Company at the AGM held on 19 December, 2014, to hold office for a term of 5 (five) consecutive years upto 18 December, 2019. As per the provisions of the Act, Mr. Gautam Thapar retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. His profile is in the Corporate Governance Report. The Nomination and Remuneration Committee has formulated criteria and policy for the identification / appointment / removal of directors, key managerial personnel & senior management, their remuneration and evaluation. The same is also briefed in the Corporate Governance Report. DECLARATION GIVEN BY INDEPENDENT DIRECTORS All the Independent Directors have given declaration of independence as required under sub section (6) of Section 149 of the Companies Act, 2013. MEETINGS OF THE BOARD The details of meetings of the Board of Directors of the Company are contained in the Corporate Governance Report. PROMOTER GROUP The Company is a part of the Avantha Group, one of India's leading business conglomerates led by the Chairman, Mr. Gautam Thapar. The Avantha Group has a worldwide presence in 90 countries with more than 25,000 employees. As required by the Listing Agreement with the Stock Exchanges, the Company periodically discloses its Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges. SUBSIDIARY COMPANIES The Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited (BGPPL), BILT Tree Tech Limited (BTTL) and Premier Tissues (India) Limited (PTIL) and five foreign subsidiaries viz. four based in The Netherlands namely Ballarpur International Holdings B.V. (BIH), Bilt Paper B.V. (BPBV), Ballarpur Paper Holdings B.V. (BPH), Ballarpur Speciality Paper Holdings B.V. (BSPH) and Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step down subsidiary of the Company. The report on the performance and financial position of each of the subsidiary companies included in the consolidated financial statement are provided in the notes to accounts. The Company has no joint venture or associate companies. CONSOLIDATION OF ACCOUNTS Management Discussion and Analysis Report, as annexed herewith comprises note on the performance of each of the subsidiaries. Further, consolidated financial statements of the accounts of the Company and its aforesaid 8 subsidiaries are annexed to this Report. The performance and financial position of each of the subsidiaries, associates and joint venture companies are detailed in 'Statement containing salient features of the financial statement of subsidiaries in form AOC I pursuant to section 129 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., 31 March, 2015, and the date of the Directors' report i.e. 26 May, 2015. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirm that: ¦ In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure; ¦ They 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 profit of the company for the financial year; ¦ The directors had taken proper and sufficient care for maintenance of adequate accounting records as provided in the companies act, 2013, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; ¦ The annual accounts of the company have been prepared on a "going concern" basis; ¦ The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and were operating effectively; and ¦ They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS & AUDITORS' REPORTS The Statutory Auditors of the Company, M/s. K. K. Mankeshwar & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment on terms to be recommended by the Audit Committee and Board of Directors. The Company has received requisite certificate to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be in accordance with Section 141 (3)(g) of the Companies Act, 2013. Board's explanation to Auditors' qualified opinion: "The qualified opinion of Statutory Auditors in their report on continuation of Unit Kamalapuram of the Company as a going concern is self-explanatory and also suitably explained in Note No. B-36 of the Notes to the Financial Statements and does not require additional comment." The Board has appointed M/s P. Balodia & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the said financial year is annexed to this report and does not contain any qualification, reservation or adverse remark. CORPORATE GOVERNANCE The Statutory Auditors, M/s. K. K. Mankeshwar & Co., have certified compliance of the Company with the provisions of Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance together with the said certificate is attached and forms part of this Report. RELATED PARTY TRANSACTIONS, LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY During the period under review, all transactions with related parties, referred to in sub-section (1) of Section 188 and Clause 49 of the Listing Agreement with Stock Exchanges, were in the ordinary course of business and at arm's length, duly reviewed / approved by the Audit Committee of the Company. Further, there were no material contracts, arrangements or transactions with related parties which requires disclosure in Form AOC-2. Details of intercompany loans / guarantees / investments by the Company under Section 186 of the Companies Act, 2013 are provided in the financial statements. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to Section 134 (5)(e) of the Companies Act, 2013. For the year ended 31 March, 2015, the Board is of the opinion that the Company has sound internal financial controls commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and / or improved controls, wherever the effect of such gaps would have a material effect on the Company's operation. RISK MANAGEMENT BILT has adopted the group risk management policy. Accordingly all operational processes are duly covered to assess the risk level. Business risks are assessed by operational management and steps are taken for the minimization of the same. STATUTORY COMMITTEES Details of various Committees of the Board viz. Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management Committee constituted in compliance of the provisions of the Companies Act, 2013 and Listing Agreement, viz. constitution, purpose, attendance etc. has been provided in the Corporate Governance Report, as annexed with this Report. The Board has accepted recommendations of the Committees, wherever made STATUTORY POLICIES In compliance of the various provisions of the Companies Act, 2013 and Listing Agreement with the Stock Exchanges, the Company has made the following policies which are available on the website of the Company: ¦ Policy on materiality of and dealing with related party transaction. ¦ Policy for determining material subsidiaries of the company. ¦ Corporate Social Responsibility Policy. ¦ A Whistle Blower Policy, covering all employees and Directors, for the vigil mechanism inter alia providing a direct access to a whistle blower to the Chairman of the Audit Committee. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required by the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format, as annexed with this PARTICULARS OF EMPLOYEES The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed with this Report as Annexure 2. EXTRACT OF THE ANNUAL RETURN An extract of the Annual Return as of 31 March, 2015, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is annexed with this Report as Annexure 3. CORPORATE SOCIAL RESPONSIBILITY (CSR) In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. A report on CSR activities undertaken by the Company as per CSR Policy of the Company in terms of said section and the Companies (Corporate SocialResponsibility Policy) Rules, 2014 is annexed with this Report as Annexure 4. ACKNOWLEDGEMENT The Directors wish to convey their gratitude and appreciation to all of the Company's employees for their tremendous individual efforts as well as their collective dedication and contribution to the Company's performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all the other business associates for their continued support extended to the Company. For and on behalf of the Board of Directors GAUTAM THAPAR Chairman DIN 00012289 B. HARIHARAN Group Director (Finance) DIN 00012432 Date 26 May, 2015 Place New Delhi |