DIRECTORS REPORT TO THE SHAREHOLDERS OF SPECIALTY PAPERS LIMITED The directors have pleasure in submitting their 54th annual report on the business and operation of the company along with the audited balance sheet and profit loss account for the year ended 31st march 2015. Dividend Keeping in view the loss incurred during the year by the company your directors do not recommend any dividend for the year ended on 31st march 2015. Review of operation The year under review was overall not satisfactory year for the company. The company has achieved gross sales of Rs. 65.86 lacs as against Rs. 55.46 lacs in the previous year and incurred a loss of Rs. 1241.52lacs against the loss of Rs. 2015.97 lacs corresponding previous year. Pollution control safety and environmental protection The company is very much concerned for the safety of man and machines the preservation of the environment in and around the manufacturing plants has always received high significance in all over corporate decisions Directors The board consists of executive and non executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning ,the composition of the board of directors has been constituted as per the provision of clause 49 of at the listing agreement . Mrs urmila n gala who was appointed as a directors of the company in the board meeting held on 12th april 2012 is being proposed to be re appointed as a directors liable to retire by rotation upon the notice received in writing signifying her intention to propose the said directors as candidate for the office of directors KAY MANAGERIAL PERSONNEL
mr.nemchand gala chief compliance officer of the company was appointed as key managerial personnel during the financial year 2014-15 in accordance with the section 203 of the companies act 2013. Auditors During the year m/s james shah &co reappointed as the statutory auditors of the company to hold office from annual general meeting till the conclusion of next annual general meeting The company has received a certificate from the auditors to the effect that their re appointment if made would be in accordance with the provision of section 139 2 and section 142 of the companies act 2013. Directors responsibility statement In accordance with the provision of section 134 (3)(c) of the companies act 2013 your directors state that . In the preparation of account the applicable accounting standards have been followed along with proper explanation relating to material departures. Accounting policies selected were applied consistently. reasonable and prudent judgments and estimated were made so as to give a true and fair view of the state of affairs of the company as at the end o f31st march 2015 and the profit of the company for the year ended on that date . Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of companies act 2013 for safeguarding the assets of the company act 2013 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities The annual account of the company have been prepared on a going concern basis Corporate governance Your company is committed to good corporate governance practices and is regular compliant with all the applicable provision of companies act 2013 and clause 49 of listing agreement following to the guidelines prescribed by the sebi and Bombay stock exchange from time to time. The company has implemented all of its major stipulation as applicable to the company report on corporate governance is annexed to and forming part of the directors report Managing discussion and analysis A management discussion and analysis as required under the clause 49 of the listing agreement is annexed and forming part of the annual report Conservation of energy research and development technology absorption and foreign exchange earring and outgo The information pertaining to conservation of energy technology absorpting foreign exchange earning and outgo as required under section 134 3(m)of the companies act 2013 read with rule 8 of the companies account rules 2014 is given as per annexure a and forms part of the directors report Demat of shares As on date about 86.08% shares of the company have been dematerialized and the company solicits co operation from its investors to have their holding converted in demit from to provide them better liquidity in future Particulars of employees During the year under review no employee of the company was entitled to the remuneration exceeding the sum prescribed under section 197 of the companies act 2013read with the rule 5 of companies appointment and remuneration of managerial personnel rules 2014 and no other provision of the aforesaid section are applicable to the company for the financial year under review. Audit committee According to the provision of section 177 of the companies act 2013 and rule 6 and 7 of companies rules 2014 and clause 49 of the listing agreement every listed company and some other categories of companies need an audit committee consisting of the members of the board The important role of the audit committee is to support the board of directors in its surveillance and control duties . the most important of these duties is to ensure that generally accepted accounting principles are properly applied and to check that the internal control systems used when drawing up the individual and consolidated annual accounts are adequate and complete. Corporate social responsibility Social welfare and community development is at the core of the specialty csr philosophy and this continues to be a top priority. The company contribution to the community are in the areas of recycling of papers and assistance in the event of a natural disaster and contribution to others social development organizations Fixed deposits The company has not invited and accepted any fixed deposits from the public within the meaning of with section 73 and 74 of the companies act 2013 read with rule 8(5)with of the companies account rules 2014 hence disclosure required under above rule not applicable to the company Extract of annual return The details forming part of the extract of the annual return in form mgt 9 is annexed as annexure a to the directors report Policies Vigil mechainesm / whistle blower policy The company has a vigil mechanism named whistele blowear policy in accordance with section 177 (9) of the companies act 2013 and clause 49 of the listing agreement to deal with instances of fraud and mismanagement if any the vigil mechanism / whistle blower policy is uploaded on the company website Remuneration policy The board has on the recommendation of the nomination remuneration committee framed a policy for selection and appointment of directors senior management and their remuneration .extract of remuneration policy is annexed as to the corporate governance report Sexual harassment of women at workplace (prevention prohibition and redressed ) act 2013 In order to prevent sexual harassment of women at work place a new act the sexual harassment of women at workplace ( prevention prohibition and redressal)act 2013 has been notified on 9th December 2013. Under the said act every company is required to set up an internal complaints committee to look into complaints relating to sexual harassment at work place of any women employee a policy for retention of said policy is under review and consideration Acknowledgement Your company not performed so extensively well in a challenging year but will continue to maintain its quality standards in forthcoming future it has also been improving the quality and cost benchmarks and continues to build shareholder valur Your directors place on record their appreciation for the overwhelming co operation and assiatance received from investors customers business associated bankers vendors as well as regulatory and government authorities your directors also thank the employee at all levels who through their dedication co operation support and smart work have enabled the company to achieve raped growth For and on behalf of the board Nemchand j gala Chairman and managing directors Place : Mumbai Date : 30/05/2015 |