To,
The Members,
Kalptaru Papers Limited, Ahmedabad.
Your directors are presenting herewith their 29th Annual Report together
with the Audited Statements of Accounts for the period ended on 31st March,
2017.
PERFORMANCE HIGHLIGHTS:
(Rs. in Lac)
| Particulars |
Current year Ended on 31/03/2017 |
Previous year Ended on 31/03/2016 |
| Revenue from Operations |
NIL |
NIL |
| Other Income |
31.74 |
12.10 |
| Profit/Loss before exceptional & extraordinary items & tax |
(380.40) |
(740.56) |
| Exceptional Items |
(646.05) |
|
| Extraordinary Items |
(9.16) |
|
| Profit /Loss before Tax |
(1035.61) |
(740.56) |
| Current Tax |
__ |
|
| Deferred Tax |
__ |
(480.31) |
| P/L from the period from continuing Operations |
(1035.61) |
(260.25) |
| P/L from the period from discontinuing Operations |
|
|
| P/L for the period |
(1035.61) |
(260.25) |
DIVIDEND:
Due to loss incurred during the year under review, your directors do not recommend any
dividend for the financial year ended on 31st March, 2017.
RESERVES
Due to loss incurred during the year under review, your directors do not transfer any
amount to Reserves for the financial year ended on 31st March, 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013, there is no unclaimed or unpaid
Dividend is due for remittance to the Invest or Education and Protection Fund established
by the Central Government.
BUSINESS PERFORMANCE & PROSPECTS
During the year under review,the company has NIL turnover, which is same as previous
year and the operation for the year under review has resulted into net loss of Rs. 1035.61
Lac in compared to previous years loss of Rs. 260.25 Lac.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
The Company will repay earlier accepted deposits according to the terms of Deposits.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR
The company is operating in only one segment i.e.paper. However, there was not any
production during the year under consideration. As the Company was closed, the main
activity was to try for arranging the funds and restart the Company as far as possible.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Your Company has a comprehensive system of internal controls to safeguard the Companys
assets against loss from unauthorized use and ensure proper authorization of financial
transactions. The Company has an exhaustive budgetary control system to monitor all
expenditures against approved budgets on an ongoing basis. The Company maintains a system
of internal controls designed to provide assurance regarding the effectiveness and
efficiency of operations, the reliability of financial controls and compliance with
applicable laws and regulations as applicable in the various jurisdictions in which the
Company operates.
CORPORATE GOVERNANCE CERTIFICATE
The compliance with the Corporate Governance provisions as specified in the Regulations
17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Paras C, D and
E of Schedule V of SEBI (Listing Regulations), 2015, are not applicable to the companies
having Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25
Crore, as on the last day of previous year. According to these regulations your company is
not mandatorily required to comply with the provisions of these regulations, for the time
being as the Paid up Share Capital of the company is not exceeding Rs.10 Crores and the
Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous year, however,
the company has made all possible efforts to comply with the provisions of these
regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the provisions of the Companies Act, 2013, during the year under review. In terms
of Regulation 34 of SEBI (LODR) Regulations, 2015, a certificate from Auditors of the
Company on compliance of conditions of Corporate Governance is annexed to the Annual
Report. A report on Corporate Governance as provided in Regulation 34 of SEBI (LODR)
Regulations, 2015 is included in the Annual Report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report is set out in a separate section included in
this Annual Report and forms part of this Report.
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 :
The following material changes and commitment occurred during the year under review
affecting the financial position of the Company.
The company was exclusively listed on Delhi Stock Exchange Limited (DSE), de-recognized
and non-operational Stock Exchange, which has now moved to the Dissemination Board (DB)
vide Bombay Stock Exchange Limited (BSE) Notice dated 09th July, 2015. The
Equity Shares of the company was admitted to Trade Category on the BSE bearing Script
Name: KALPAPER and having Script Code No.590036.BSE vide its Notice No.20150106-34 dated
06/01/2015 have discontinued the trading on account of derecognization of Regional Stock
Exchange i.e. DSE vide SEBI Order dated 19/11/2014.
The company has made an application on 27.03.2017 to BSE Limited of ELC, seeking
removal of name from Dissemination Board of BSE due to Nil or Negative Valuation in the
company as per SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
The company has made an application on 27.03.2017 to BSE Limited of ELC, seeking removal
of name from Dissemination Board of BSE due to Nil or Negative Valuation in the company as
per SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
All IOB loan Account are NPA Account and IOB had sold all NPA loan account to M/s.
Invent Assets Securitisation and Reconstruction Pvt. Ltd. on 31.03.2017 vide letter dtd.
19.05.2017.
The Company has also defaulted in repayment of loans amounting Rs.2,92,02,267/- as per
Ledger balance of Axis Bank. Bank has also issued notice under Securitisation and
Reconstruction of Financial Assets and Enforcement of Security lnterest Act, 2002 vide
letter dated 01.09.2016.
The Company has defaulted in the payment of principal outstanding of Rs.3,23,79,525.00
of Religare Finvest limited vide letter dated 07.04.2017. Religare Finvest Limited has
also issued notice under Securitisation and Reconstruction of Financial Assets and
Enforcement of Security lnterest Act, 2002 vide letter dated 15.02.2017.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
(Criteria prescribed under section 135 is not attracted)
Every Company is required to constitute / formulate CSR Committee if it gets attracted
in one of the criteria prescribed in Section 135. According to Section 135 of the
Companies Act, 2013, Every Company having Net Worth of Rs.500 Crore or More, or Turnover
of Rs.100 Crore or more, or Net Profit of Rs.5 crore or more during any financial year
shall constitute a Corporate Social Responsibility Committee and should undertake
Corporate Social Responsibility as prescribed in Schedule VII. None of the above criteria
was applicable to the company for the financial year 2016-2017 and hence the company was
not required to constitute CSR Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished
in"Annexure-A" and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Pursuant to section 134(3)(n) of the Companies Act, the company has framed Risk
Management Policy. The detailed policy as adopted is available on the website of the
company.The risk management includes identifying types of risks and its assessment, risk
handling and monitoring and reporting. At present the company has not identified any
element of risk which may threaten the existence of the company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
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 no contract or arrangements made with related parties as defined under
Section188 of the Companies Act, 2013 during the year under review.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THEAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
AUDITORS REPORT:
The explanation on qualification (s) / observation(s) in the Auditors Report:
Point 1. Note No. 33(3) to the Auditors Report: Depreciation on fixed assets has been
provided on straight-line basis at useful life assumed by management. Explanation 1
Explanation to Note No. 33(3) to the Auditors Report : Majority of Machineries are old
and obsolete and hence it were not feasible to identified the useful life under Schedule
II (Part C) of the Companies Act, 2013 & hence Management has assumed the useful life
accordingly.
Secretarial Auditor:
The Board has considered the recommendation of Audit Committee regarding appointment
and necessity of Secretarial Audit Report as mandate for every listed company in Section
204 of the Act, and has appointed M/s.Ashok P. Pathak & Co.,Company Secretaries,
Ahmedabad as Secretarial Auditor for the financial year 2017 -2018.
Secretarial Audit Report:
The Secretarial Audit Report for the financial year 2016-2017 is annexed herein and
forming part of the Board Report "ANNEXURE- B". The explanation on comments /
observation(s) in the Secretarial Audit Report:
Point 1. The company have not appointed a Company Secretary as part of Key Managerial
Personnel (KMP) according to the requirements of Section 203 of the Companies Act, 2013
read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 during the period from 01.04.2016 to 14.10.2016 and 18.01.2017 to 31.03.2017.
Explanation1.: The company has a small capital base medium size company.The company is
running in a loss during the year on account of closure of its unit, and hence it was
difficult for the company to find qualified company secretary in full time willing to
work. However the company has appointed full time company secretary w.e.f. 15.06.2017.
Point 2. The functional website of the company has not been timely updated.
Explanation 2 :
The Board of Directors hereby ensure to keep the functional website of the company
being timely updated according to the requirements of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Point 3. As at
31.03.2017 the company has shown an advance against materials and finished goods from two
parties for a period exceeding three hundred and sixty five days from the date of
acceptance of such advances, and an advance received in connecti on with consideration for
immovable property and such advance is not adjusted against such property in accordance
with the terms of agreement or arrangement. Explanation 3 : Due to financial crisis
consequent to closure of the factory unit the company is unable to repay the advances
received against material, finished goods and immovable property. The Board assure to
repay this advances at the earliest.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished below:
Appointment criteria and qualifications for Directors
The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommend to the Board his / her appointment.. b) A person should possess adequate
qualification, expertise and experience for the position he / she is considered for
appointm ent. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient / satisfactory for the concernedposition.
c) The Company shall not appoint or continue the employment of any person as
Whole-timeDirector who has attained the age of seventy years. Provided that the term of
the person holding this position may be extended beyond the age of seventy years with the
approval of shareholders by passing as special resolution based on the explanatory
statement annexed to the notice for such motion indicating the justification for extension
of appointment beyond seventy years.
• Remuneration to Whole-time / Executive / Managing Director, KMP and Senior
Management Personnel: a) Fixedpay
The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a
monthly remuneration as may be approved by the Board on the recommendation of the
Committee.The breakup of the payscale and quantum perquisites including employers
contribution to P .F, pension scheme,medical expenses,club fees etc.shall be decided and
approved by the Board/ the Person authorized by the Board on the recommendation of the
Committee and approved by the shareholders and Central Government wherever required. b)
Minimum Remuneration: If, in any financial year,the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Whole-time Director/ Managing
Director in accordance with the provisions of Schedule V of the Act and if it is not able
to comply with such provisions, with the previous approval of the Central Government. c)
Provisions for excess remuneration: If any Whole-time Director draws or receives, directly
or indirectly by way of remuneration any such sums in excess of the limits prescribed
under the Act or without the prior sanction of the Central Government, where required,
he/she shall such sums to the Company and until such sum is refunded, hold it in trust for
the Company. The Company shall not waive recovery of such sum refundable to it unless
permitted by the Central Government.
• Remuneration to Non- Executive / Independent Director: a) Remuneration
/Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentioned
in the articles of association of the Company and the Act. b) Sitting Fees: The Non
Executive / Independent Director may receive remuneration by way of fees for attending
meetings of Board or Committee thereof. Provided that the amount of such fees shall not
exceed Rs.One Lac per meeting of the Board or Committee or such amount as may be
prescribed by the Central Government from time to time. c) Commission: Commission may be
paid within the monetary limit approved by shareholders, subject to the limit not
exceeding 1% of the profits of the Company computed as per the applicable provisions of
the Act. d) Stock Options: An Independent Director shall not be entitled to any stock
option of the Company.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in
"ANNEXURE- C" and is attached to this Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 7 (Seven) Board meetings during the financial year under review. 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
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement that:- a) In the preparation of the
annual accounts, the applicable accounting standards had been followed alongwith proper
explanation relating to 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) 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;
d) the directors had prepared the annual accounts on a going concern basis;and e) the
directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively. Note: Internal financial control means the policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct of its business
including adherence to Companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors,the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information. 9 f) 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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median employees remuneration are
not feasible as the unit / manufacturing operation of the company is closed since 2013.
None of the Director other than Managing Director draw the remuner ation during the year
under review. There was no employee drawing salary in excess of limits described under
Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration
of Managerial Personnel) Rules 2014.
DIRECTORS
Mr. Naveen Gupta, Director retire at this Annual General Meeting and being eligible
offer himself for re - election. The Board of Directors recommended his re- appointment at
the forthcoming Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
FORMAL ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI(LODR)
Regulations,2015,the Board has carried out an evaluation of its own performance and the
Directors individually. A process of evaluation was followed by the Board for its own
performance and that of its Committees and individual Directors. A familiarization
programme was conducted for Independent Directors to familiarize them with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters and the said was
updated on website of the Company www.kalptaru.co.in
STATUTORY AUDITORS
M/s. V D Aggarwal & Co., Chartered Accountants (ICAI Registration No. 008332N),
Delhi were appointed as Statutory Auditors for a period of 1 (one) year in the Annual
General Meeting held on 28/09/2016. The board of Directors in their meeting dated
29/05/2016, have recommended the appointment of M/s Manoj Garg and Associates as the
auditors of the company, from the conclusion of ensuing Annual General Meeting to the
conclusion of sixth annual gener al meeting to be held after his appointment subject to
the ratification in each annual general meeting. The company has received the written
consent of the auditors for its appointment, certificate under Section 139(1) read with
Section 141 of the Companies Act, 2013 to the effect that their appointment, if made will
be in accordance to the specified limit.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members: a) Shri Shivratan Jivaram
Sharma- Chairman (upto 01.04.2016) b) Shri Ramesh Chand -Member c) Smt. Sudha Gupta-
Member d) Shri Ram Bilas- Member
The company has reconstituted the Audit Committee in its meeting held on 30.05.2016 by
way of inducting Shri Ram Bilas, Independent Director as member of the committee in place
of Shri Shivratan Jivaram Sharma, Independent Director resigned w.e.f. 01.04.2016. Shri
Ramesh Chand is the Chairman of the Audit committee w.e.f.30.05.2016. The above
composition of the Audit Committee consists of all independent Directors. The Company has
established a vigil mechanism and overseas through the committee, the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns
.The Company has also provided direct access to the chairman of the Audit Committee on
reporting issues concerning the interests of Company’s employees and the Company.
RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE (NRC) :
The Board of Directors of the company at its meeting held on 30th May, 2016
has re-constituted an Nomination and Remuneration Committee comprising three Independent
Non-Executive Directors viz. Mr. Ramesh Chand - Chairman, Mr. Ram Bilas and Mrs. Sudha
Gupta as Mr. Shivratan Sharma has resigned from the post of Director w.e.f. 01/04/2016 and
Mr. Ram Bilas appointed as Additional Independent Director w.e.f. 30/05/2016. Committee
welcomes Mr. Ram Bilas as a member and appreciated the services rendered by Mr. Shivratan
Sharma.
RE-CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the company at its meeting held on 30th May, 2016
has re-constituted an Stakeholders Relationship Committee comprising three Directors viz.
Mr.Ramesh Chand-Chairman, Mr.Jai Kishan Gupta and Mr. Naveen Gupta as Mr. Shivratan Sharma
has resigned from the post of Director w.e.f. 01/04/2016 and Mr. Ramesh Chand were
subsequently appointed as Chairman of the Committee.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The company has constituted Internal Complaints Committee (ICC) vide
its Board Meeting held on 11th February, 2015 under the chairmanship of Shri
Naveen Gupta, Managing Director to redress complaints received regarding sexual
harassment. Shri Jai Kishan Gupta and Smt. Sudha Gupta are the other members of the
committee. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. The following is a summary of sexual harassment complaints received and
disposed off during the year.
• No. of complaints received. -NIL
• No. of complaints disposed off - Not Applicable.
GENERAL
The Honble Debt Recovery Tribunal (DRT)-1, Ahmedabad vide its Order dtd.12.01.2017 has
appointed the court commissioner for carrying out inventory of mortgage property.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to 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 acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
| Regd.Office: |
By Order of theBoard |
| 701,Avdhesh House, |
For, Kalptaru Papers Limited |
| Opp. Gurudwara, |
|
| Near Thaltej Chokdi |
Jaikishan B.Gupta |
| Ahmedabad -380054. Gujarat |
Chairman |
|
DIN:00148067 |
| Date: 9THAugust, 2017 |
|
+91-9892691696
