To,
The Members,
Your Directors have pleasure in presenting the 59th Annual Report together with audited
statement of accounts of the Company for the year ended on 31st March 2020.
FINANCIAL RESULTS:
(Rs in lakhs)
The financial performance of your Company for the year ended March 31, 2020 is
summarized below:-
| Particulars |
2019-20 |
2018-19 |
| Total Income |
142.94 |
171.57 |
| Total Expenses |
(625.46) |
(175.73) |
| Profit/(Loss) before Tax |
(482.52) |
(4.17) |
| Less: Tax expense |
18.28 |
35.01 |
| Profit/ (Loss) after tax |
(464.24) |
30.84 |
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette
dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to
certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed
under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts)
Rules, 2014. For the Company, Ind AS is applicable from April 1,2017. Accordingly these
accounts have been prepared as per Ind AS. The areas which had an impact on account of
transition to Ind AS have been reported in the notes to the financial statements.
OPERATIONAL PERFORMANCE
• Total income of your Company aggregated to Rs. 1429.4 Lakhs as compared to Rs.
1715.65 Lakhs of previous year.
DIVIDEND
In view of the accumulated losses, the Board of Directors do not recommend any Dividend
on the Equity share
OUTLOOK FOR FINANCIAL YEAR 2019-20 AND BEYOND
We are fully convinced that the Indian economy is now placed at an exciting cusp. Our
Company is also poised for the next leap to take full advantage of the emerging
opportunities. We rededicate ourselves to enhancing and enriching our environment and
value for all our stakeholders with an even greater resolve. We are grateful for your
valuable support and look forward to your continued encouragement in this exciting
journey. As plastic have been banned by many states across India and alternative to
plastic, Paper business is going to benefit the most from this. To take advantage of this
we plan to meet various governments officials and minsters for making them aware of uses
of eco- friendly papers in routine use. We believe in coming years Paper business is going
to do really good and are hopeful that various state governments will make a policy for
uses of eco-friendly papers in their respective states.
We are taking following steps to increase companies is business and profitability:-
a. Installation of tissue conversion machinery
b. Import & Export of Paper & Tissues
c. Manufacturing of Electrical Grade Insulating Paper which is also eco-friendly paper.
d. Our trading business is doing good and we plan to grow in this segment manifold. We
plan to hire many top level personals in sales & marketing department to increase the
business.
Our Company is planning to do business project in an effective manner the details are
given below:
To work out to implement other new emerging technologies for the benefits of Paper
industry. We are planning to deal into one technical paper on Tissue technology in forth
coming which will be conversion of paper into tissue that will be trade in products
mentioned below:
• Food Grade Paper & Paper Packaging
• Electrical Grade Insulating Paper
Import and Export of Products.
We are fully convinced that the Indian economy is now placed at an exciting cusp. Our
Company is also poised for the next leap to take full advantage of the emerging
opportunities. We rededicate ourselves to enhancing and enriching our environment and
value for all our stakeholders with an even greater resolve. We are grateful for your
valuable support and look forward to your continued encouragement in this exciting
journey.
DIRECTORS AND KEY MANAGENARIAL PERSONNEL:
DURING THE FINANCIAL YEAR UNDER REVIEW:
The Board consists of Executive and Non- Executive Director including independent
director who have wide and varied experience in different disciplines of corporate
functioning. The Composition of the Board of Directors has been constituted as per the
provisions of SEBI (LODR), 2015.
Mr. Dayaram Ramdular Sharma Jain is being proposed to be re- appointed as a Director
liable to retire by rotation upon the notice received in writing signifying her intention
to propose the said director as candidate for the Office of Directors.
Mr. Nemchand Gala was appointed as the Chief Financial Officer of the Company with
effect from 7th September, 2019.
INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declarations of independence, as
required pursuant to the provisions of section 149(7) of the Act, stating that they meet
the criteria of independence as provided in section 149(6).
STATUTORY AUDITORS:
During the year, Agarwal Sanganeria & Co. reappointed as the Statutory Auditors of
the Company to hold office from annual general meeting till the conclusion of next Annual
General Meeting.
The Company has received a certificate from the auditors to the effect that their re-
appointment if made, would be in accordance with the provisions of section 139(2) and
section 142(1) of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has internal control systems commensurate with the size, scale and
complexity of its business operations. The scope and functions of internal auditor are
defined and reviewed by the Audit committee. The internal auditor reports to the Chairman
of the Audit Committee. Internal Auditors presents their quarterly report to the Audit
Committee, highlighting various observations, system and procedure lapses and corrective
actions are taken. The internal auditor also assesses opportunities for improvement of
business processes, systems and controls, to provide recommendations, which can add value
to the organization and it also follows up on the implementation of corrective actions and
processes. The Management Auditor also ensures the compliance of the observations of
internal and statutory auditors and presents his report to the Audit Committee.
MEETINGS OF BOARD AND COMMITTEES OF THE BOARD
During the financial year under review, Ten (10) Meetings of Board; Four (4) Meetings
of Audit Committee; One (1) Stakeholders Relationship Committee ; One (1) Meetings of
Nomination & Remuneration Committee.
Board/ Committee Meeting dates:
| Board Meetings |
2019: 23rd April, 24th May, 6th June, 27th
July, 13th Aug, 20th Sep, 11th Nov, 2020: 2nd
Jan, 10th Feb, 26th Feb |
| Audit Committee Meetings |
2019: 30th May, 17th Sep, 7th Dec 2020 :
26th Feb, 2020 |
| Stakeholders Relationship Committee |
27th May, 2019 |
| Nomination & Remuneration Committee |
30th May, 2019 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sections 134 (3) (c) and 134 (5) of Companies Act 2013, for the year ended
31st March 2020, based on controls and compliance systems established and maintained by
Company, reports by internal, statutory, cost and secretarial auditors and external
consultant(s); reviews performed by management and relevant Board Committees, including
Audit Committee, Board is of opinion that your Companys controls were adequate and
effective during financial year 2019-20. Accordingly, Board of Directors, to the best of
their knowledge and ability confirm that:
(a) In preparation of annual accounts applicable accounting standards have been
followed and that there are no material departures;
(b) In selection of accounting policies, Directors have consulted statutory auditors
and have applied policies consistently, made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of state of affairs of Company at the end
of financial year and of the profit of Company for that period;
(c) Directors have taken proper and sufficient care, to the best of their knowledge and
ability, for maintenance of adequate accounting records in accordance with provisions of
Companies Act 2013, for safeguarding the assets of Company and for preventing, detecting
fraud and other irregularities;
(d) Directors have prepared annual accounts on a going concern basis;
(e) Directors had laid down Internal Financial Controls (IFC) to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively ;and
(f) Directors have devised proper systems to ensure compliance with provisions of all
applicable laws and that such systems were adequate and operating effectively.
MANAGING DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under the SEBI (LODR), 2015 is annexed
and forming part of the Annual Report.
PARTICULARS OF EMPLOYEES:
During the year under review, no employee of the Company was entitled to the
remuneration exceeding the sum prescribed under section 197 of the Companies Act, 2013,
read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 and no other provision of the aforesaid section are applicable to the Company
for the financial year under review.
RELATED PARTY TRANSACTIONS :
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board and Disclosures on related party transactions are
set out in Note No. 26 to the financial statements.
AUDIT COMMITTEE:
According to the provisions of Section 177 of the Companies Act, 2013 and Rule 6 and 7
of Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 18 of SEBI
(LODR), 2015 every listed Company and some other categories of companies need to
constitute an Audit Committee consisting of the members of the Board.
The important role of the Audit Committee is to support the Board of Directors in its
surveillance and control duties. The most important of these duties is to ensure that
generally accepted accounting principles are properly applied and to check that the
internal control systems used when drawing up the individual and consolidated Annual
Accounts are adequate and complete.
FIXED DEPOSITS:
The Company has not invited and accepted any Fixed Deposits from the public within the
meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule
8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014 , hence disclosure required under
above rule not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexed
as "Annexure-A" to the Directors Report.
POLICIES
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with
Section 177(9) of the Companies Act, 2013 and SEBI (LODR), 2015 to deal with instances of
fraud and mismanagement, if any. The vigil mechanism/ Whistle Blower Policy is uploaded on
the Companys website.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. Extract of Remuneration Policy is annexed as "Annexure" to the
Corporate Governance Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
In order to prevent sexual harassment of women at work place 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 work place of any women employee. A policy for prevention of Sexual Harassment of Women
at workplace and setting up of the Committee for implementation of said policy is under
review and consideration.
ACKNOWLEDGEMENT:
Your Company has not been able to perform so extensively well in a challenging year but
will continue to maintain its quality standards in forthcoming future. It has also been
improving the quality and cost benchmarks and continues to build shareholder value.
Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thank the employees
at all levels, who, through their dedication, co-operation, support and smart work, have
enabled the Company to achieve rapid growth.
|
FOR SPECIALITY PAPERS LIMITED |
|
Sd/- |
Sd/- |
| Place : Vapi |
TANIL M. SHAH |
DAYARAM SHARMA |
| Date : 31/07/2020 |
DIRECTOR |
DIRECTOR |
+91-9892691696
