Directors’ Report

To
The Members
SAINSONS PAPER INDUSTRIES PRIVATE LIMITED

Your Directors have pleasure in presenting the 28th Annual Report on the business and operation of your Company together with Audited Financial Statements of the Company for the financial year ended on 31 st March, 2018.

Financial Results

The Highlights of Financial results of the Company for the year ended 31 st March, 2018 along with the figures for previous year are as follows:

Particulars Financial Year ended 31 st March, 2018 Financial Year ended 31 st March, 2017
2017-18 2016-17
Production 77197 MTs. 78184 MTs.
Sales( Quantity) 77042 MTs. 78522 MTs.
Revenue from operations Rs.211.18 Crore Rs.187.74 Crore
Profit ( Before Tax) Rs 15.13 Crore Rs 13.89 Crore

Review of Operations

During the year under review, you will be glad to observe that about 70.17 % of the annual installed Capcity of 1,10,000 MTs was utilised by the workforce and the market demand met effectively. Profits of the Company increased upto 8.89 % due to cutting cost by using latest technology, own turbine and experienced management.

Financing Pattern

During the year 2017-18 the Issued and Subscribed Capital of the Company was Rs 14.57 Crores. The over all position of the Financing was as under on 31.03.2018:

  • Equity Share Capital    Rs. 14.57 Crore
  • Long Term Secured Loans    Rs. 18.84 Crore
  • Credit Limits    Rs. 0.78 Crore
  • Vehicles Financing    Rs 22.00 Crore
  • Unsecured Loans from Directors & related parties    Rs. 3.88 Crore

Dividend

Your Directors do not recommend any dividend for the year ending March 31, 2018.

Transfer of Unclaimed Dividend to Investor Educaton and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Reserves

No amount is proposes to transfer/carry to any reserve.

Insurance

All the assets (Movable/Immovable) of your Company are adequately insured.

Cash Flow Statement

The Cash flow statement for the year ended 31st March, 2018 is attached to the Balance Sheet.

Material Changes and Commitment if any Affecting the Financial Position of the Company Occurred Between the End of the Financial Year to which this Financial Statements Relate and the Date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning 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 A”.

Statement Concerning Development and Implementation of Risk Management Policy of the Company

All the Directors of your Company being whole time have been jointly instrumental in ensuring control by delegating powers and responsibilities to the team of following Executives ,who took care to comply with all legal and constitutional responsibilities for operations of the company.

Sh J.N.Saha General Manager (Technical)
Smt. Anju Sharma Chief Financial Officer
Sh.Kanwaljit Singh Company Secretary
Sh. R.K.Chopra Personnel Officer
Sh. Sushil Kumar Sadana Marketing Manager
Sh Raj Kumar Mehta Stores Officer
Sh. Deepak Saluja Internal Auditor

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Inittatives

As mandated under Section 135 of the Companies Act,2013 ,your Company is spending annually 2% of the last 3 years average profit on Social Responsibility activities listed in schedule V11 of the Companies Act,2013. A CSR Committee had been formed for compliances as per Corporate Social Responsibility Rules, 2014. The company has spent 100% of the budgeted amount within 2017-18. (Detail in Annexure-II)

Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Particulars of Contracts or Arrangements Made With Related Parties

There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. The Company is selling through the firm (Zen Enterprises) in which Sushil Kumar Sadana(KMP) is interested party, all the transaction with this firm is on arm length basis and no any extra or undue advantages given to this firm.Further all the necessary details of transaction entered with the related parties as defined under Section 2 (76) of the said Act are attached in note 1.18 of financial statement of the company and MGT-9 ( Extracts of Annual Return) for your kind perusal and information

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers Made by the Auditors and the Practicing Company Secretary in Their Reports

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties

The Company, being a Private Limited Company was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12(1) of the Companies (Management and adminstration) Rules, 2014 is furnished as MGT-9 in Annexure I and is attached to this Report.

Number of Board Meetings Conducted During The Year Under Review

The Company held 12 (Tweleve) Board Meetings, respectively as on 25-04-2017, 17-05-2017, 31-05-2017, 21-06-2017, 03-07-2017, 22-08-2017, 31-08-2017, 21-09-2017, 21-10-2017, 15-11-2017, 08-01-2018 and 09-02-2018 during the financial year under review.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

  • in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
  • 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;
  • the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
  • the directors had prepared the annual accounts on a going concern basis; and
  • the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at workplace 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 workplace of any women employee.

The company has adopted a policy for prevention of Sexual Harassment of Women at the workplace and set up the committee for the implementation of the said policy. The Company is fully committed to uphold and maintain the dignity of every woman working in the Company.

During the year under review, the Company has not received any complaint of harassment.

Subsidiaries, joint ventures and associate companies

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st March 2018.

Deposits

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 during the year.

Directors

There was no change in Director during the year under review. However, Mr. Sushil Kumar Sadan, Chief financial officer of the company has resigned from CFO post as on 30-06-2018 and Mrs. Anju Sharma has appointed in his place w.e.f. 30-06-2018.

Declaration of Independent Directors

Provision of Section 149 subsection (7) fo the Company Act, 2013 with Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 is not applicable to being a private limited Company.

Statutory Auditors

The Auditors, M/s GANDHI MINOCHA & CO. Chartered Accountants, Ambala (bearing ICAI Registration No. 000458N) retire at the ensuing AGM and being eligible, offer themselves for re-appointment from the conclusion of this AGM till the conclusion of the AGM to be held in the year 2019. The statutory auditors have also confirmed that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act and that they are not disqualified for reappointment.

Disclosure About Cost Audit

As per the provisions of Section 148 of the Companies Act, 2013 and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 ( including any amendment, reenactment thereof), the product of the Company has not come under the stated product for cost audit. However, the Company has duly maintained Cost Records as it falls under the ambit of maintaining the Cost Records (Cost Records and Audit) Rules, 2014.

Disclosure of Composition of Audit Committee

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

Vigil Mechanism/Whistle Blower Policy

In Pursuant to the provision of Section 177(9) & (10) of the Companies Act,2013 a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at www.sainsons.net/vigil-mechanism-policy.

Shares

  • Equity shares with differential rights: The Company has not issued any equity share with differential rights
    during the year under review.
  • Buy Back of Securities: The Company has not bought back any of its securities during the year under review.
  • Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.
  • Bonus Shares: No Bonus Shares were issued during the year under review.
  • Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

No significant or material orders were passed by any Regulator or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Particulars of Employee

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Internal Financial Controls

The Company has in place adequate internal financial controls standards, processes and structure with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Acknowledgement

Your Directors place on record their sincere thanks to Government of India, Government of Haryana, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

 

For and on behalf of the Board of Directors
Sainsons Paper Industries Private Limited

 

…………………………………….
Sadhu Ram Saini
Chariman
DIN:00045040
…………………………………….
Balkishan Saini
Director
DIN:00044697
…………………………………….
Pradeep Saini
Managing Director
DIN:00044999
…………………………………….
Harikrishan Saini
Director
DIN:00044952

ANNEXURE – A

Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the
Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors

A. Conservation of energy

  • the steps taken or impact on conservation of energy: The Company has purchased a more new JCB Loadall of Rs.39,23,051/- to pick agro waste raw material from yard to processing machines. This machine not only reduce the labour charge and work cost to company but also do the work more efficiently and time-saving. In this way, energy can be saved and used for other purposes.
  • the steps taken by the company for utilising alternate sources of energy: The Company has installed the solar energy stystem of 10KW on Grid at kurukshetra office for the produce of energy and extra energy will be sent to the grid through the meter.
  • the capital investment on energy conservation equipments: Apart from above the Company has installed Vibration meter with bearing analyser for the better result of the machine with an investment of Rs.14,60,000/-.Brown stock washer with an investment of Rs. 5,15,48,207/- operated in 2017-18 for the better quality of finished goods.

B. Technology absorption

  • the efforts made towards technology absorption:The Chemical recovery plant starting the production of soda ash from the black liquor as its compulsory from the Pollution Control Board.
  • the benefits derived like product improvement, cost reduction, product development or import substitution:The Company is installing new macinery as per the time and market requirement to improve the product and cost reduction. Our Company is giving more emphace on agro based instead of imported raw material.
  • in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- :During 2017-18 our Company has purchased various machinery part, tool etc amounted to Rs.40,67,960/-
  • the expenditure incurred on Research and Development: NIL

C. Environment Protection

313.21 lac units of power (kwh) were consumed for production of 77,197 MTs of semi Kraft Paper. 95% of power consumption had been generated by our own turbine of 1 MW, 3 MW & new 5 MW, balance 5% purchased from the govenment for the production.

D. Foreign exchange earnings and Outgo

The Company’s main line of business is manufacturing semi kraft paper.

Particulars 2017-18 2016-17
Total Foreign Exchange Received (F.O.B. Value of Export)
Total Foreign Exchange used: 11,400 $
43,122 EURO
2,865.40$
52,957.56 EURO
i). Raw Materials
ii). Consumable Stores 26.81
iii). Capital Goods 13.87 51.61
iv). Foreign Travels
v). Others (Project review fees) 1.94