BOARD'S REPORT TO, THE MEMBERS OF YASH PAPERS LIMITED, Your Directors have pleasure in presenting the 35th Annual Report together with Audited Financial Statements of Yash Papers Limited for the Financial Year ended March 31, 2015. 3. RESERVES The reserves of the Company stand at Rs.1,109.46 lacs during the year as compared to Rs.1,815.43 Lacs in the previous year 2013-14. Rs.39.61 lacs (net of taxes) was adjusted from General reserve during the year 2014-15 in accordance with Schedule II to the Companies Act, 2013. 4. OPERATIONS Your Company has achieved a production of paper 37,975 MT (Kraft Paper 21,723 MT and Poster Paper 16,252 MT) and salable pulp of 5,663 MT during the year ended 31st March, 2015 against a production of paper 34542 MT (Kraft Paper 20,556 MT, Poster Paper 13,986 MT) and salable pulp of 3,595 MT in the previous year ended 31st March, 2014. The Company has achieved sales of paper 36,198 MT (Kraft Paper of 20,740 MT, Poster Paper of 15,458 MT) and salable pulp of 6,093 MT during the year ended 31st March, 2015 against sales of paper 34,818 MT (Kraft Paper of 20,663 MT, Poster Paper of 14,155 MT) and salable pulp of 4,050 MT in the previous year ended 31st March, 2014. The Company has achieved purchase and sales of trading of paper of 208 MT during the year ended 31st March, 2015. 5. EXPORT The Company exported 6,224 MT Kraft and Poster Paper during the year ended 31st March, 2015 against 5,536 MT during the previous year ended 31st March, 2014. The Company exported 208 MT Traded Kraft and Poster Paper during the year ended 31st March, 2015. 6. SHARE CAPITAL The paid up Equity Share Capital of the Company as on March 31, 2015 was Rs.2,770 lacs. During the year under review, the Company has not issued any types of share capital. 7. DIVIDEND In view of the Loss, the Directors have decided not to declare any dividend during the year. 8. INSURANCE The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks. 9. OUTLOOK The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that in the current year 201516, the Company shall demonstrate better bottom line performance for value addition for the investors. 10. HUMAN RESOURCE AND WELFARE The well disciplined workforce which has served the Company for more than three decades lies at the very foundation of the Company's major achievements and shall well continue for the years to come. The Management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. 12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT 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 to which the financial statements relate i.e. March 31, 2015 and the date of the report i.e. May 2, 2015. 13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. 15. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Company follows good Corporate Governance and complies with mandatory provisions as applicable. As stipulated in Clause 49 of the Listing agreement, Corporate Governance Certificate obtained from M/s Kapoor Tandon & Co., Chartered Accountants is annexed with the report. 16. VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the Company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report and also posted on the website of company. 17. BUSINESS RISK MANAGEMENT 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 proactive 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. 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. 18. CORPORATE SOCIAL RESPONSIBILITY (CSR) Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, a CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. 19. DEPOSITS The Company has not accepted any deposit under Section 73 or Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. However, the Company had accepted deposits in earlier years in compliance of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 which, pursuant to Section 74 (1)(b) of the Companies Act, 2013, need to be repaid within one year from April 1, 2014 or from the date on which such payments are due, whichever is earlier. The Company has paid the deposits matured during the year. The Company has applied under Section 74(2) of the Companies Act, 2013 to the Company Law Board, New Delhi on March 30, 2015 in the prescribed Form No.7 for extension of repayment period in respect of unpaid deposits of Rs.118.09 Lacs excluding interest Rs.28.18 Lacs yet to be matured as at 31.03.2015. The application has been admitted by the Hon'ble Company Law Board, New Delhi on 31.03.2015, for the necessary direction. The Company has not any outstanding deposits matured and due for payments including interest as on date. 20. AUDITORS' OBSERVATION 20.1 STATUTORY AUDITOR The Statutory Auditor of the Company has given unqualified report during the year under review. 20.2 SECRETARIAL AUDITOR The replies of qualifications of Secretarial Auditor by the Board of Directors are given below:- 1. The application for seeking extension of time to repay deposit under Section 74 is pending with Hon'ble Company Law Board, Regional Branch, New Delhi. The Company is in process of obtaining consent of depositor by way of affidavit and the Management is confident on submission of the consent of the depositor. The application shall be allowed by the Hon'ble Company Law Board. 2. The Corporate Office of the Company is situated in the remote area, hence the Company is finding it difficult to appoint a Company Secretary (Key Managerial Person) under Section 203 but the Management is confident to comply with this provision within the current year. 21. DIRECTORS 21.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. R. N. Chakraborty, who was appointed on June 25, 2005 as Executive Director of the Company. He has been re-designated as Non-Executive Director w.e.f. January 19, 2012. He resigned due to his pre-occupations on June 28, 2014. Mr. Girish Kumar, Wholetime Director and Chief Executive Officer of the Company, who was appointed on May 15, 2014 as CEO (Key Managerial Personnel) and on July 4, 2014 as Wholetime Director of the Company has resigned due to his pre-occupations on November 10, 2014. Mr. Ramesh Narayan, Independent Director of the Company, who was appointed on January 25, 2007 as Director of the Company has resigned due to his preoccupations on November 17, 2014. Mr. Nikhil Gupta, Chief Financial Officer (Key Managerial Personnel) of the Company who joined the Company on May 15, 2014 resigned from the post of Chief Financial Officer on March 13, 2015. Mr. Narendra Kumar Agrawal is a Director Works, retiring by rotation in pursuance of Section 152 of the Companies Act, 2013, being eligible, offers himself for re-appointment. 21.2 INDEPENDENT DIRECTOR(S) DECALARATION In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors have furnished the declaration that they meet the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013. 21.3 BOARD ANNUAL EVALUATION Pursuant to the provisions of 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 the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. 21.4 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. The Remuneration Policy is stated in the Corporate Governance Report. 22. BOARD AND COMMITTEE MEETINGS 22.1 BOARD MEETING During the year 2014-15, 07 meeting of the Board of Directors were held May 15, 2014, July 4, 2014 adjourned and held on July 8, 2014, August 9, 2014, November 8, 2014, November 18, 2014, January 15, 2014 and 7th February, 2015. The maximum time gap between any two consecutive meetings was not exceeding four months. 22.2 AUDIT COMMITTEE MEETING The Chairman of the Audit Committee is Mr. Gyanendra Nath Gupta. During the year, 4 Audit Committee meetings were held on May 15, 2014, August 9, 2014, November 7, 2014 and February 6, 2015. 23. AUDITORS 23.1 STATUTORY AUDITORS M/s Kapoor Tandon & Co. (Firm Registration No.000952C), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last i.e. 34th Annual General Meeting held on August 9, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing 35th Annual General Meeting to be held on July 25, 2015. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their re-appointment as Statutory Auditors of the Company. 23.2 SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Adesh Tandon & Associates (CP No.:1121, FCS: 2253), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure A'. 23.3 INTERNAL AUDITORS M/s Mathur Wahi Nagar & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time. 24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B" 25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2. is annexed herewith as "Annexure C". 26. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D". 27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under reviews required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report. 28. PARTICULARS OF EMPLOYEES DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: i. The percentage increase in remuneration of each Director, Chief Executive Officer and Chief Financial Officer during the financial year 201415, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows: ii. The median remuneration of employees of the Company during the financial year was Rs. 1.90 lacs. iii. In the financial year, there was an increase of 14.55% in the median remuneration of employees; iv. There were 336 permanent employee on the rolls of the Company during the financial year 2014-15. v. Relationship between average increase in remuneration and company performance: The Earning before Depreciation, Tax, Amortisation and Exceptional Items for the financial year ended March 31, 2015 increased by 14.86% whereas the increase in median remuneration was 14.55%. The average increase in median remuneration was in line with the performance of the Company. vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: There is no change in total remuneration of Key Managerial Personnel during the year in comparison to last year except increase of 53% in remuneration of Mr. Ved Krishna, Managing Director who was appointed as Key Managerial Personnel on February 7, 2015 whereas the Earning before Depreciation, Tax, Amortisation and Exceptional Items for the financial year ended March 31, 2015 increased by 14.86% in 2014-15 to Rs.2,697.59 lacs in comparison of last year 2013-14 to Rs.2,348.64 lacs. vii. a) Variations in the market capitalisation of the Company: The market capitalisation of the Company has been increased by 72.09% as on March 31, 2015 to Rs.2,049.80 lacs in comparison of Rs.1,191.10 lacs as on March 31, 2014. b) Price Earnings ratio of the Company: The Price Earnings Ratio was not applicable as at March 31, 2015 due to negative earnings per share as compared to 6.14 as at March 31, 2014. c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the Company came out with the last public offer in the year: The Company had come out with Further Public Offer (FPO) in 2005. An amount of 2,352 lacs invested in the said FPO by issuing 1,68,00,000 equity shares at Rs.14 would be worth Rs.1,243.20 lacs as on March 31, 2015. There has been decrease of 47.14% in the shares of the Company in comparison to FPO. viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 17.66 % whereas the increase in the managerial remuneration for the same financial year was 99.62% due to appointment of CEO and CFO as per requirement of Companies Act, 2013. ix. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. xii. THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE: a) Employed throughout the year Nil b) Employed for part of the year Nil 29. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 30. COMPANIES WHICH CEASED TO BE HOLDING, SUBSIDIARY OR ASSOCIATE COMPANY There is no holding, subsidiary or associate Company of the Company. 31. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE There is no loan, investments or guarantee pursuant to provisions of Section 186 of the Companies Act, 2013. 32. ACKNOWLEDGEMENTS The Company has been very well supported from all quarters and therefore your Directors would like to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers, Credit Rating Agencies, Depositories, Stock Exchange, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions. We look forward to receiving the continued patronage from all quarters to become a better and stronger company. 33. CAUTIONARY STATEMENT The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results. For and on Behalf of the Board K. D. Pudumjee Chairman Date : May 2, 2015 Camp: Lucknow |