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.
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|
|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|
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.
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:
Your Directors do not recommend any dividend for the year ending March 31, 2018.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
No amount is proposes to transfer/carry to any reserve.
All the assets (Movable/Immovable) of your Company are adequately insured.
The Cash flow statement for the year ended 31st March, 2018 is attached to the Balance Sheet.
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.
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”.
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|
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)
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.
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
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.
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.
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.
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.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
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.
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st March 2018.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
Sadhu Ram Saini
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
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.
The Company’s main line of business is manufacturing semi kraft paper.
|Total Foreign Exchange Received (F.O.B. Value of Export)||–||–|
|Total Foreign Exchange used:||11,400 $
|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|