pitambar coated papers ltd Directors report


TO

THE MEMBERS OF PITAMBAR COATED PAPERS LIMITED

Your Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report for the financial year ended, 31st March, 2016.

1. FINANCIAL RESULTS:-

Particulars As at 31.03.2016 As at 31.03.2015
Audited Audited
Net Total Income 6,49,66,528.32 5,89,42,774.46
Profit Before Depreciation 5,27,212.95 22,32,892.45
Less: Provision for Depreciation 89,29,333.85 1,08,50,676.00
Net Profit Before Tax (84,02,120.90) (1,30,83,568.45)
Less: Taxes (including Deferred Tax) 0.00 0.00
Profit/(Loss) After Tax (84,02,120.90) (1,30,83,568.45)

2. OPERATIONS AND BUSINESS PERFORMANCE

During the period, the Company has recorded revenue of Rs. 6,49,66,528.32. The Company has incurred losses of Rs. 84,02,120.90 during the year. The Directors are optimistic about future performance of the Company. The Company is envisaging improvement in the market condition in the near future and expecting better results in the years to come. Your Directors are making efforts to procure more business and the business is expected to increase in future.

There is a marginal increase in volume of sales by during the year under review compare to last year which resulted in sales of Rs. 648.30 Lacs. The main reasons for low sales were unviable market conditions due to dumping of papers through imports as well as extra production capacity of Indian Paper Industry which has substantially effected the sales of the company.

3. DIVIDEND

Your Directors do not recommend any Dividend during the Year under Review.

4. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as per Section 92 (3) of Companies Act, 2013 in prescribed form MGT-9 is enclosed as Annexure I to this report.

5. AMOUNTS TRANSFERRED TO RESERVES:

The company has not transferred any amount to the reserves from the Profit and Loss Account during the year under review.

6. MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, the Board of Directors of the Company duly met 07 times on 30th April, 2015, 30th July 2015, 04th September, 2015, 30th October 2015, 31st October 2015, 11th December 2015 and 30th January, 2016. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act, erstwhile Listing Agreement and Listing Regulations, 2015. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. No Extra Ordinary General Meeting was held during the financial year as 2015-16.

7. SHARE CAPITAL

The Company has authorized shares Capital of Rs. 9,00,00,000/- (Rupees Nine Crore only) divided into 90,00,000/- (Ninety Lakh) Equity shares of Rs. 10/- each, out of which paid up equity capital amounts to Rs. 2,37,87,730/- (Rupees Two Crore Thirty Seven Lakh Eighty Seven Thousand Seven Hundred Thirty only) as on March 31, 2016.

Financial Restructuring of the company in terms of BIFR Order dated 13.08.2009 was effected into annual accounts of the company.

Equity share of company has been reduced from Rs. 8,02,67,300 divided into 80,26,730 Equity shares of Rs. 10/- each to Rs. 80,26,730 divided into 8,02,673 Equity shares of Rs. 10/- each and unsecured Loans, statutory dues , sundry creditors etc. have been written off as provided in the said Order.

The aforesaid change has been effected in terms of clause 10.3 of the sanctioned scheme related to reduction of share capital which provide the Equity capital of PCPL would be write down by 90%. And similarly clause 11.7 of the sanctioned scheme reiterates that the existing capital of the PCPL shall reduced by 90% and then every 10 equity shares (of face value of Rs. 10/- each ) shall be consolidated into one equity share of Rs. 10/-each fully paid up in term of sec 18 (2) (f) of SICA without the requirement of following the provisions of section 100-103 of the Companies Act, 1956 . And after the effect of the said order, the equity capital of the company has been reduced in the following manner:

Total Number of shares 805043 Equity Shares of Rs.10/- each
Less: Shares forfeited 8680 Equity shares
Effective Shares(Listed) 796363 Equity Shares

And further, the promoters/associates of the company agreed in terms of clause 11.11 of the sanctioned scheme to bring the additional funds amounting Rs. 157.61 lacs into the form of equity of the company, which they put into the company during the year. And after introduction of the further capital the capital structure is as follow:

Total Number of shares 23,81,143 Equity Shares of Rs.10/- each
Less: Shares forfeited 8,680 Equity shares
Effective Shares 23,72,463 Equity Shares of Rs.10/- each

Company has filed with the Bombay Stock Exchange an application for granting the necessary approval for such capital increase, which is still awaited.

8. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

9. DIRECTORS

The Board of Directors is duly constituted with Mr. Subhash Gupta, Mr. Sunil Gupta, Ms. Lali Gupta, Mr. Anshu Gupta and Mr. Satish Gupta Directors of the Company.

10. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and the individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

The evaluation of Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Auditor does not make any qualifications, reservations or adverse remarks or disclaimers. The provisions relating to Secretarial Audit Report is not applicable to the Company.

13. AUDITORS STATUTORY AUDITORS

M/s Kumar Sharma & Co. Chartered Accountants, Statutory Auditor of the company having Registration No. 001036N were appointed as the Statutory Auditors of the Company for a period of Five years at the 20th Annual General Meeting of the Company, upto the conclusion of the 25th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, 2015.

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 Faraaz Shamsi & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure II".

Secretarial Audit Report

There have been observations in the Secretarial Audit Report as follows: a) During the financial year 2015-16, the Company has not published financial results in the English language newspaper and regional language newspaper, where the registered office of the Company is situated as per the requirement of Clause 41 of the Listing Agreement / Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b) Company has not Appointed Company Secretary in Employment as required under Section 203 of Companies Act, 2013

14. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

There is no Subsidiary, Associate Company.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2016 Loan & Advances outstanding of Rs. 30,61,348.90 however there were no guarantees covered under the provision of the Companies Act 2013. There is no Investment made by the Company during the year under review.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION BOARD

EVALUATION COMMITTEES OF THE BOARD DIRECTORS AND KEY MANAGERIAL PERSONNEL

Company under Section 178(1) of Companies Act, 2013 has appoint Nomination & Remuneration Committee and formulate criteria for determining qualifications, positives attributes, independence of Directors and recommend to the Board member a policy, relating to the remuneration for the Director, Key Managerial personnel and other employees.

17. RELATED PARTY TRANSACTIONS

Transactions with related parties entered during the year shown under Note 14 to the Financial Statements.

18. INTERNAL CONTROLS

The Board is of the opinion that there exist adequate internal controls commensurate with the size and operations of the Company.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, No complaint was received by the ICC. However there is no Employee in the Company.

20. RISK MANAGEMENT

Given the asset base and the portfolio of investments made by the Company, the Board is of the opinion that there are no major risks affecting the existence of the Company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts for the financial year ended 31st March 2016, the applicable Accounting Standards have been followed along with proper explanation to material departures;

2. The Directors have 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 or loss of the Company, for that period.

3. The Directors have 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.

4. The Directors have prepared the Annual Accounts on a going concern basis.

5. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. STATUTORY DISCLOSURES

A. Conservation of Energy

The Company’s operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy. Disclosures of particulars with respect to conservation of energy

Particulars 2015-2016 2014-2015
Power & Fuel Consumption Not Applicable Not Applicable
Consumption Not Applicable Not Applicable

B. Technology Absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology (computer technology and telecom infrastructure) in ensuring it is connected with its clients across the globe.

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2016 is as follows:

Particulars 31st March, 2016 31st March, 2015
Foreign Exchange Earnings NIL NIL

D. Particulars of Employees

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

E. Human Resource Development and Industrial Relations

Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

24. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015 with the Stock Exchanges, are enclosed as a separate section and forms a part of this Report.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015").

26. ACKNOWLEDGEMENTS

Your Directors thank the Bankers, the various Government agencies, suppliers, customers, Investors and all others for their wholehearted support during the year and look forward to their continued support in the years ahead.

Your Directors appreciate and acknowledge the professionalism displayed and the contributions made by the employee whose efforts have kept the M/s PITAMBAR COATED PAPERS LIMITED’s flag flying high.

For and on behalf of the Board of Directors
sd/-
Subhash Gupta
(Managing Director)
01st September, 2016
New Delhi