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Directors Report
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Ganga Papers India Ltd.
BSE CODE: 531813   |   NSE CODE: NA   |   ISIN CODE : INE278O01015   |   21-Jan-2022 Hrs IST
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March 2015

DIRECTORS' REPORT

TO THE MEMBERS

The Directors have pleasure in presenting this Report with Audited Financial Statements of the Company for the year ended 31 March, 2015.

FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS

OF THE COMPANY

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

DIVIDEND & RESERVES

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

FIXED DEPOSIT

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

DIRECTORS

• Mr. Sanjeev Murarilal Jalan, Mr. Prabir Kumar Sadhu, Mr. Anjani Kumar Agrawal and Mr. Sharwan Kumar Kanodia were appointed as Independent Directors on the Board in the last Annual General Meeting held on 30th of September, 2014. However, during the year under review Mr. Prabir Kumar Sadhu resigned as the Independent Director from the Board with effect from 05 th of January, 2015.

• The Board of Directors have appointed Ms. Sadhana Kanoria as Women Director on the Board with effect from 05th of January, 2015 pursuant to Section 149 read along with Section 161 of the Companies Act, 2013 and rules made thereunder. She holds office upto the date of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company not liable to retire by rotation. Details of the proposal for appointment of Ms. Sadhana Kanoria are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 31st Annual General Meeting.

• The Company has received notice in writing proposing her candidature for the office of Director. The necessary resolution for her appointment is being placed before you.

• Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

• During the year under review, Mr. Amit Chaudhary, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

• During the year under review, Mr. Shrikant Kasat, Non-Executive Director of the Company, resigned from the Board with effect from 05th of January, 2015. He was associated with your Company over a decade. The Company remembered his pragmatic approach in tackling any given situation and his enormous contribution to the Board.

BOARD DIVERSITY:

Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

BOARD EVALUATION

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance for the meetings, participation and independence during the meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency;

e) Strategic perspectives or inputs;

The evaluation involves assessment by the Nomination and Remuneration Committee and Board of Directors. A member of the Nomination and Remuneration Committee and Board does not participate in the discussion of his / her evaluation.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a 'Remuneration Policy' for selection and appointment of Directors and for their remuneration. The Remuneration Policy is annexed as "Annexure "1".

NUMBER OF MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors in terms of clause (c) of sub-section (3) of Section 134 state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no 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 profit and loss of the company for that period;

(c) 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 and for prevention and detection of fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis; and

(e) Proper internal financial controls have been laid down for the company and that such internal financial controls are adequate and are operating effectively.

(f) Proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

AUDITORS

a. Statutory Auditors

M/s. Ritesh Bajoria & Co., Chartered Accountants, (Membership No. 407339) have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their unwillingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting. M/s. Achal Srivastav & Co. (Registration No.-013385C), Chartered Accountants to be appointed as new Statutory Auditor at the ensuing Annual General Meeting. The Company has received a certificate from the new Auditors to the effect that if they are appointed at the ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

• Remarks of the Statutory Auditor

Notes to Accounts forming part of the Financial Statements are self explanatory and need no further explanation. The Auditors' Report to the Shareholders does not contain any reservations or qualifications or adverse remarks which require any clarification or explanations.

b. Cost Auditors

The Board of Directors had on the recommendation of the Audit Committee and pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 have not appointed Cost Auditor as the cost audit is not applicable to the Company for the financial year commencing on or after 1 April, 2014 as the turnover of the Company is below Rs. 100 Crores.

c. Secretarial Audit

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 SVD & Associates, a partnership firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 7".

• Remarks of the Secretarial Auditor

1. The Company has not filed Form MGT- 14 as required u/s 179 of the Companies Act, 2013 for the board resolutions as mentioned below:

A) Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30th June 2014 & 30th Sep 2014.

B) The Company has not filed Form CHG 1as required under Section 77 of the Companies Act, 2013 for the loan availed by the Company from ICICI Bank Limited on 30th of July, 2014

Reply of Board of Directors thereon

• The Company is in process of Filing the application for condonation of delay to the Central Government with respect to non-filing of Form MGT-14 u/s 179 of the Companies Act, 2013 with respect to Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30h June 2014 & 30th Sep 2014 respectively.

• The Company is in process of Filing the application for condonation of delay to the Central Government with respect of non-filing of Form CHG-1 for creation of Charge under the provision of Companies Act, 2013 for the agreement of hypothecation executed on 30th July, 2015 with ICICI Bank.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is annexed and forms part of the Annual Report and mentioned in "Annexure-5"

CORPORATE GOVERNANCE

The Company endeavors to maximize the wealth of the shareholders by managing the affairs of the Company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors' Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited is mentioned in "Annexure-6"

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as "Annexure 2".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and approval of the Board of Directors & Regional Directors and shareholders were obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 is annexed as "Annexure 4".

The Policy on Related party as approved by the Board is uploaded on the Company's website.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels. To strengthen the risk management framework, company has formed segment level risk committees to identify, analyze and mitigate the potential risks.

CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Companies Act, 2013 and rules made thereunder of the Act is below Rs. 5 Crores, the Company has not established Corporate Social Responsibility Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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 3".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report.

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website.

PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Rules issued thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

EMPLOYEES

Your Company has taken several initiatives for Human Resource development and retention. Competency mapping, identifying training needs, career counseling and Management Development Programs are some of the initiatives adopted by your Company. Training programs are designed to enhance skills, knowledge and behaviour. Employees are motivated through empowerment and rewards for good performance. Adoption of 5S across the Company has led to a clean and healthy environment. All these measures have resulted in increased employee engagement.

FAMILIARISATION PROGRAMME

The details of programmes for familiarisation of Independent Directors with the Company are mentioned in the Corporate Governance Report in Annexure-6 of Board Reports.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all your Company's employees for their enormous personal efforts as well as their collective contribution to your Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all the other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors

Ganga Papers India Limited

Sd/- Ramesh Chaudhary

Non-Executive Chairman

DIN 00007319

Place : Pune

Date : 14th August, 2015