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Your Directors are pleased to present the 31st Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company for the financial year ended March 31, 2019.
1. Financial Performance
The standalone financial statements s Annual Report, have been for the financialyear ended March prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of orporate Affairs.
The summarized financial results of your Company are provided below:
|(Rs. In Lakhs)|
|Particulars||Year ended 31st March, 2019||Year ended 31st March, 2018|
|Gross Revenue from Operations*||22,393.93||22,611.91|
|Profit before Finance Costs, Depreciation and Tax||1560.67||1724.48|
|Less: Finance Cost||672.78||468.53|
|Less: Depreciation and Amortization expenses||793.73||683.68|
|Profit/(loss) before Tax||94.16||572.27|
|Less: Tax Expenses||-4.69||199.27|
|Profit/(loss) after Tax||98.85||373.00|
|Other Comprehensive Income/(expense) (net of tax)||5.67||7.96|
|Total comprehensive Income for the year (net of tax)||104.52||380.96|
*Including Excise duty / GST
Your directors are pleased to recommend a dividend of 7.50% (Rs. 0.75 Per Equity Shares of Rs. 10/- each) for the Financial Year ended 31st March 2019 (Previous Year Rs. 1.25 per Equity Shares of Rs. 10/- each). The dividend if approved and declared in the forthcoming Annual General Meeting would result a Dividend outflow ofRs. 75.00 Lakhs and dividend distribution Tax ofRs. 15.42 Lakhs aggregating of total outflow ofRs. 90.42 Lakhs.
3. Results of operations and State of Companys affairs
During the year, the Company has earned Profit before- tax of Rs. 94.16 Lakhs as compared to Rs. 572.27 Lakhs in the previous year. The decrease in profit is attributed to increase in fixed cost and finance cost of the Company.he Gross Turnover of the Company was lower at Rs. 22,393.93 Lakhs for the year as against Rs. 22,611.91 Lakhs in the previous year, registering a decrease of 0.96%.
The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd. , Allahabad Bank and Kotak Mahindra Bank Limited. The company has repaid all loan installments on time. During the year CARE awarded "CAREBBB" rating to Bank Loans of the company. This indicates investment grade of the company.
5. Change in Capital Structure
During the financial year under review, there was no change in the Capital Structure of the Company.
As on 31st March, 2019 the issued and paid up capital of your Company stood at Rs. 100,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each.
6. Directors and Key Managerial Personnel
There was no change in the composition of the Board during the financial year 2018-19.
Pursuant to the provisions of Section 152 of Companies Act 2013 Shri. Rajaram Shankarlal Maheshwari (DIN: 00249954), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible, has offered himself for the re-appointment. The Board recommends his re-appointment on the recommendatio n of the Nomination & Remuneration Committee.
Shri Ghanshyam Das Mundra (DIN: 00035877), Shri Kannan Ramamirtham (DIN: 00227980) and Shri Vilas Madhukar Dighe (DIN: 02064647) were last appointed by the Shareholders of the Company in the 26th Annual General Meeting for a period of five consecutive years with effect from 27th September, 2014 to hold office for fiveconsecutive years for a term up to the conclusion of the 31st Annual General Meeting of the Company in the calendar year 2019.
Their term will expire at the conclusion of forthcoming AGM of the Company. Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 14th August, 2019, approved the reappointment of Shri Ghanshyam Das Mundra, Shri Kannan Ramamirtham & Shri Vilas Madhukar Dighe as Independent Directors of the Company for another term of five years. The re-appointment is subject to approval of the shareholders in forthcoming general meeting.
The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the forthcoming Annual General Meeting of the Company.
As required under the provisions of SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013, brief profile and other details of Directors being re-appointed are provided in the Notice of Annual General Meeting.
7. Declaration by Independent Director(s) and reappointment, if any
All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules
8. Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:
i. In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed with proper explanation relating to material departures, if any;
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2018-19 and of the profits of the Company for the year under review;
iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. 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.
During the year under review, eight meetings of the Board of Directors and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. All the recommendations made by the Audit Committee were accepted by the Board.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 07th December, 2018, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of directors and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.
10. Statutory Auditors
M/s. Sarda & Pareek., Chartered Accountants (Firm Registration No. 109262W) were appointed as Statutory Auditors at the 29th Annual General Meeting of the Company till the conclusion of 34th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting. However, as per the amended provision of the Companies (Amendment) Act, 2017 notified on 07.05.2018, Company is not required to ratify the appointment of auditors at every annual general meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.
11. Auditors Report
The Auditors Report for the financial year ended 31st March, 2019 on the financial statements of the Company forms part of the Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks, disclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatory and do not call for any further comments.
12. Internal Auditors
Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company had appointed "M/s. Shambhu Gupta & Co.," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2019-2020.
13. Corporate Social Responsibility
The Corporate Social Responsibility Committee was formed pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, to formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act, to recommend the amount of expenditure to be incurred on such activities and to monitor the Corporate Social Responsibility Policy of the company from time to time.
During the year under review the CSR provisions were applicable to the Company as its Profits before taxation for the preceding 3 financial years viz. 2015-2016 to 2017-2018 were above Rs. 5 crores. In compliance with Section 135 of the Companies Act, 2013, the Board had constituted the "Corporate Social Responsibility Committee. During the year under review, the CSR Committee met once on 11th August, 2018.
As part of CSR initiative, your Company during the financial year 2018-19 made total contribution of Rs. 4,38,393/- out of which Rs. 4,00,000/- was given to Chief Ministers Disaster
Relief Fund for providing assistance for severe flood in Kerala and remaining to a Govt. Hospital located in Toshina Village, Nagaur District, Rajasthan towards promoting healthcare as prescribed under Schedule VII of the Companies Act, 2013.
During the year under report the company could not spent full amount of the required amount on CSR activities as company faced difficulties in undertaking activities because as per the applicable Rules the CSR expenditure is required to be incurred on project/ program mode and expenses incurred on one-off events would not be qualified as part of CSR expenditure. Looking into the small amount of the required CSR spent the Company could not found any suitable project. As the company could not find a suitable project, it carried out most of the CSR activities through other implementing agencies by giving them donations The report on CSR activities is attached as "Annexure 1" to this Report.
14. Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is appended as "Annexure 2" in the prescribed Form MGT-9, which forms part of this report.
15. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company had appointed M/s V. K. Mandawaria & Co., Practicing Company Secretaries to undertake Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report is included as "Annexure 3" and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
16. Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31st March, 2019 on compliance of applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s V.K. Mandawaria & Co., Practicing Company Secretaries and submitted to both the stock exchanges.
17. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations,2015 is presented in a separate section forming part of this Report.
18. Corporate Governance
A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 34(3) of SEBI Listing Regulations, 2015 together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance is provided separately and forms an integral part of this Report.
19. Related Party Transactions
All Contracts/arrangements/transactions entered by the Company with related parties were in ordinary course of business and at arms length basis.
During the year under review the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of the related party transactions.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on related party transactions formulated by the Company.
There are no materiality significant that may have potential conflict with the interest of the Company at large.
Suitable disclosures as required by the Accounting standard (AS-18) have been given in the notes to the financial statements. The related party transactions policy as approved by the Board is uploaded on the companys website www.orientpressltd.com. Form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure 4" to this report.
20. Conservation of Energy, Technology Absorption & Foreign Exchange Earning & Outgo Information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure 5" forming part of this Report.
21. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, none of the employee of the Company has drawn remuneration in excess of the limit set out in the said rules during the year under review. However as required under these Rules a statement showing the names, remuneration drawn by them and other particulars of top 10 employees are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure 6" to the Boards Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request
22. Segment Reporting
The Company operates in two reportable primary business segments, i.e. Printing Segment and Packaging Segments. The segment wise performance has been given in Management Discussion and Analysis Report, which forms an integral part of this Report.
However, in the meeting of the Board of Directors of the Company held on 30th May, 2018, the Company has approved the re-classification of Segments into three Primary Segments viz. Printing Segment, Flexible Packaging Segment & Paper Board Packaging Segment w.e.f. 1 ST April, 2018 for better presentation and reporting of the Segments as it is not proper to merge both flexible & paper board packaging under the head Packaging Segment.
23. Vigil Mechanism Policy/Whistle Blower Policy
Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at www.orientpressltd.com.
24. Evaluation of the Board, its Committees and individual Directors
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.
The process for evaluation of the performance of the Director(s)/ Board / Committees of the Board for the financial year 2018-2019 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.
In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.
Based on the feedback received from the Independent
Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information.
25. Familiarization Programme for Independent Directors
The Company has formulated a Familiarization Programme for Independent Directors in terms of Regulation 25 (7) of the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. with an aim to familiarize the Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time.
During the year under review, The Company has organized a familiarization programme on Paper Board Packaging, one of the segment in which the Company is operating, highlighting the facilities and technologies, giving insight into the industry partners, machine and product gallery and focusing of environmental responsibility, food safety & quality policy etc.
The details regarding Independent Directors Familiarisation Programme imparted during the FY-2018-19 are given under the "Policies & Programme" in the "Investor Info" section on the website of the company i.e. www.orientpressltd.com.
26. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and formed an Internal Complaint Committee to which employees can write their complaints to the Committee. Also the Company has sexual harassment norms in which it formalized a free and fair enquiry process with clear timeline.
The following is a summary of sexual harassment complaints received and disposed off during the year 2018-2019:
No. of complaints received- Nil
No. of complaints disposed off Nil
27. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not given any loan or guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013. Details of Investments made in earlier years have been mentioned, in the Note no. 06 to the Balance Sheet of the Company for the financial year ended on 31 st March, 2019.
28. Particulars of Loans Accepted from Directors
The Particulars of Loans accepted by the Company from its Directors during the financial year under report are given in Note no. 37 (j) of the Balance Sheet of the Company for the financial year ended on 31st March, 2019.
29. Risk Management
The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation.
There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.
30. Fixed Deposits
Your Company has accepted fixed deposit from its Members as per the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid or unclaimed public deposits at the end of the financial year 31 st March, 2019. The Company has accepted Rs. 162.00 Lakhs during the financial year ended March, 2019 and Amortization gain effect as per Ind As is Rs. 8.30 Lakhs and Outstanding fixed deposits as on March 31, 2019 is Rs. 622.70 Lakhs (after adjustment of Amortization gain effect as per Ind As which is Rs. 8.30 Lakhs).
The Company has been consistent in timely repayments of Fixed Deposits and does not fail to repay the deposit or part thereof or any interest thereon.
31. Significant Courts
During the year under review, no significant orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
32. Material changes and commitments that have occurred after the close of the financial year till date of this report which affects the financial position of the Company (Pursuant to Section 134(3)(I) of the Companies Act, 2013).
There were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financialyear 2018-19 and the date of this report.
33. Transfer to Investor Education and Protection Fund
Pursuant to Section 125 of the Companies Act, 2013 the Company shall transfer unpaid/unclaimed dividends to Investor Education and Protection Fund of the Government of India when it will become due. The details including last date of claiming of unclaimed/unpaid dividend amount is given on the website of the Company viz. www.orientpressltd. com.
Transfer of Unclaimed Dividend amounts to Investor Education and Protection Fund
Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 22, 2018), with the Ministry of Corporate Affairs.
Transfer of Equity Shares to Investor Education and
Protection Fund (IEPF) Account on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more
In terms of requirements of Section 124(6) of the Companies Act, 2013 ("Act") read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") and subsequent amendment thereto, the Company is required to transfer the shares, in respect of which the dividend remains unpaid or unclaimed for a period of (7) seven consecutive years to the Investor Education and Protection Fund (IEPF) Account established by the Central Government.
Accordingly, the Company has sent individual communication to the concerned shareholders who have not encashed the final dividend for the financial year 2011-2012 and all subsequent dividends declared and paid by the Company, due to which their shares are liable to be transferred to IEPF account as per the said rules. Company has also published Advertisement in an English Paper and in a Marathi Paper as required under the Rules for this matter. The Company will transfer the shares of those shareholders to the Investor Education and Protection Fund (IEPF) Account who will not encash their divided warrants in response to these, after the due date i.e. 07th September, 2019.
The Equity Shares continue to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficultyin trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2019-20 to BSE & NSE.
35. Industrial Relations
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
36. Nomination and Remuneration Policy
The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on Companys website i.e. www.orientpressltd.com.The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Boards Report.
37. Cost Audit & Auditor
Maintenance of Cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly such accounts and records have been made and maintained by the Company for the financial year ended 31st March, 2019.
In conformity with the directives of the Central Government, the Company has appointed M/s Bhanwarlal Gurjar & Co., CMA, Surat, (Membership No. 22597), as the Cost Auditor u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ended on 31st March, 2019 on a remuneration of Rs. 2,50,000/- plus GST and reimbursement of actual expenses, if any. The remuneration is subject to ratification by members in the forthcoming Annual General Meeting of the Company in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015. There was no qualification or adverse remark in the Cost Audit Report of the Company for the financial year ended 31 st March, 2018 given by M/s Bhanwarlal Gurjar & Co, Cost Auditor.
38. Other Disclosures
a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India all on Meeting of the Board of Directors and General Meetings. b) None of the Auditor of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.
|For and on behalf of the Board of Directors|
|Place: Mumbai||Chairman & Managing Director|
|Date: 14th August, 2019||DIN: 00250378|