West Coast Paper Mills Ltd Directors Report.

Your Directors are pleased to present the 64th Annual Report of your Company, together with the audited financial statements for the year ended 31st March 2019.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars 31st March, 2019 31st March, 2018

(र: in Crores)

Profit Before Finance Cost, Depreciation and Tax (PBIDT) 529.65 380.43
Finance Cost 28.97 41.65
Profit Before Depreciation and Tax 500.68 338.78
Depreciation 175.26 116.22
Tax Expenses (Including Deferred Tax) 29.36 (0.67)
Profit After Tax (PAT) 296.06 223.23
Other Comprehensive Income (Net of Tax) 0.25 (0.56)
Total Comprehensive Income 296.31 222.67

DIVIDEND:

Your Directors are pleased to recommend a dividend of 5.00 per equity share (250%) for the year ended 31st March, 2019, subject to shareholders approval at the forthcoming Annual General Meeting.

PERFORMANCE:

The performance of the Company during the year under review has been better compared to the previous year. This is despite production loss on account of major shut taken for 15 days for PM-6 rebuild for increasing capacity by 10%.

The improved performance is also due to good demand along with better product mix, improved operating parameters, reduction in imported chips consumption and reduction in finance cost. However, there was significant increase in rates of chemicals, coal, furnace oil and employee cost.

The Company shall continue to focus on improving operating efficiencies and minimizing cost for better financial performance.

DIVISION WISE PERFORMANCE:

PAPER AND PAPERBOARD DIVISION, DANDELI

The production of Paper, Paperboard and Hardwood Pulp was 304957 MT (95% capacity utilization) during the year against 290844 MT in the last year (91% capacity utilization) i.e., higher by 14113 MT. The sale of Paper and Paperboard was

301931 MT during the year against 291512 MT in the last year i.e., higher by 10419 MT. Turnover during the year was र: 1851 Crores as against र: 1624 Crores (exclusive of excise duty) in the last year, i.e., higher by र: 227 Crores. The growth was driven by higher sales quantity and better realization. The EBITDA margin was 26.43% during the year.

CABLE DIVISION, MYSORE

The production of Optical Fibre Cable was 40097 Kms during the year against 28405 Kms in last year, thereby higher production by 11692 Kms. The sale of Optical Fibre Cable was 37930 Kms during the year as against 28665 Kms in the last year i.e., higher by 9265 MT. Turnover was र: 117 Crores during the year as against 74 Crores in the last the year i.e., higher by 43 Crores. The EBITDA margin was 14.81% during the year.

EXPORTS:

Export of Paper and Paperboard in foreign currency during the year was 2530 MT worth र: 17 Crores (FOB) as against 3388 MT worth र: 18 Crores (FOB) in the last year. Similarly Cable worth 4 Crores (FOB) was exported during the year as against र: 2 Crores in the last year.

FUTURE PLAN:

Company has made an ambitious plan for growth cum modernization for phase-wise investment in next 3 years time period at Companys Paper Division and Cable Division. Companys Paper Division at Dandeli, focuses on increase marginal paper production from existing machines, improve paper quality, produce new speciality products and reduction of usage of steam, power, chemical, water and also minimize the breakdown of machines. In this regard the Company has invested र: 127 Crores and has plans to invest around 75 Crores further in financial year 2019-20.

Additionally, the Company is also planning for putting up a new line for producing Specialty Products at Dandeli. EIA study is currently going on and post the approval, the Company will take appropriate decision on investment in new line.

The Company is also working on growth by way of inorganic acquisition in the same line of business and has entered into a Share Purchase Agreement (SPA) on 29th May 2019 for acquiring controlling stake in International Paper APPM Limited (IPAPPM). The acquisition is expected to be completed by 3rd quarter of the financial year 2019-20. In this regard necessary application has been filed for approval from various statutory authorities as per applicable laws.

The Companys Cable Division is also working on Green field expansion in Telangana for backwards integration of raw material required for Optical Fibre Cable which is expected to be completed in next 2 years with an investment plan of around र: 120 Crores. The Land has already been acquired from the Government of Telangana.

RAW MATERIALS:

The Company consumed 8.16 Lakhs MT of Indigenous Pulpwood and 1.68 Lakhs MT of Imported Chips i.e 83% and 17% respectively as against 57% and 43% in previous year.

The substantial reduction in comparatively costlier imported chips consumption has been possible due to various steps taken by the Company to optimize the process conditions like Opti-C cooking system in Fibreline and renovation of ESP of Enmas Recovery Boiler.

EXCHANGE RATE VARIATION:

The Company has reinstated foreign currency loans of USD 15.04 Million at the exchange rate prevailing as on 31st March 2019 and the exchange rate difference of 6.87 Crores has been added to the cost of Fixed Assets, as per Accounting Standard AS-11 issued vide Notification No.G.S.R. 225(E) dated 31.03.2009 (as last amended vide Notification No GSR 913 (E) dated 29.12.2011) by the Ministry of Corporate Affairs.

RISK MANAGEMENT POLICY:

The Board of Directors had adopted risk policy for Forex exposure in the meeting held on 28.06.2004. The foreign exchange exposure of the Company is reviewed from time to time by the Board. The Company has taken Mega Risk Insurance Policy to insure its fixed assets and inventory which cover known and unknown risk including Fire, Loss of Profit and Machinery Breakdown. The Company has also taken STOP Policy for its input and finished goods movement.

RELATED PARTY DISCLOSURE AND TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

All related party transactions are placed before the Audit Committee as also the Board for approval. The details of related party disclosure and transactions as required by the Accounting Standards (Ind AS 24) and AOC - 2 have been made in the notes to the Financial Statements.

The Company has developed a related party transaction policy for the purpose of identification and monitoring of such transactions. The policy on related party transactions as approved by the Board is uploaded on the Companys website: www.westcoastpaper.com.

ANNUAL RETURN:

As per the Companies (Amendment) Act, 2017 dated 3rd January, 2018 read with notification dated 9th February, 2018 a copy of Annual Return is available at the weblink : http://www.westcoastpaper.com/investors/.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013. CSR Committee has been framed pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company during the financial year under review. Annual Report on CSR in the prescribed format is attached and forms a part of this report & policy may be accessed on the Companys website: www.westcoastpaper.com.

MEETINGS OF THE BOARD:

During the year under review, four Board Meetings held and details thereof are mentioned in the Report on Corporate Governance forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 is as below :

The appointment policy for Independent Directors, Key Managerial Personnel & Senior Executives is as under-

(A) Independent Directors:

Independent Directors are appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, Rules made there under & Listing Agreements entered with Stock Exchanges.

(B) Key Managerial Personnel (KMP):

KMP are appointed by the resolution of the Board of Directors of the Company, based on the qualification, experience and exposure in the prescribed fields. Removal of the KMP is done by the resolution of the Board of Directors of the Company. Appointment/Removal is in accordance with provisions of the Companies Act, 2013, Rules made there under & Listing Agreements entered with Stock Exchanges.

(C) Senior Executives:

Senior Executives are appointed by the Chairman & Managing Director and/or Executive Director of the Company based on their qualification, experience & exposure. Removal of the Senior Executives is also done by Chairman & Managing Director and/or Executive Director. Further, appointment & removal is noted by the Board as required under clause 8(3) of Companies (Meetings of the Board and its Powers) Rules, 2014.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

Criteria for performance evaluation of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

MANAGERIAL REMUNERATION:

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forms a part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING/ OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 is annexed herewith forms a part of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS :

A comprehensive Managements Discussion and Analysis Report, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is annexed herewith forms a part of this report.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith, forms a part of this report.

The Company is complying with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance and reports to that effect are being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors and Senior Management Personnel of the Company for compliance of Code of Conduct and the Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 29.05.2019.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement, as required under Section 134(5) of the Companies Act, 2013, is annexed herewith forms a part of this report.

DIRECTORS:

Retirement by Rotation

Shri Rajendra Jain (DIN:07250797) will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment

There was no appointment of Director during the year.

Re-appointment

Shri Amitav Kothari (DIN: 01097705) was appointed as Independent Director to hold office for 3(three) consecutive years not liable to retire by rotation with effect from February 12, 2016, the said term was completed on 11.02.2019.The Board of Directors in their meeting held on 08.02.2019, as recommended by the Nomination and Remuneration Committee on the basis of report of performance evaluation, have re-appointed as an Independent Director of the Company not liable to retire by rotation and to continue to hold office for further period of 3(three) consecutive years w.e.f. 12.02.2019 subject to approval of members of the Company at the Annual General Meeting.

Shri P.N.Kapadia (DIN: 00042090) was appointed as Independent Director to hold office for 3(three) consecutive years not liable to retire by rotation with effect from May 30, 2016, the said term will be completed on 29.05.2019.The Board of Directors in their meeting held on 29.05.2019, as recommended by the Nomination and Remuneration Committee on the basis of report of performance evaluation, have re-appointed as an Independent Director of the Company not liable to retire by rotation and to continue to hold office for further period of 3(three) consecutive years w.e.f. 30.05.2019 subject to approval of members of the Company at the Annual General Meeting.

The notice convening the AGM includes the proposal for re-appointment of Directors.

APPOINTMENT OF KMP:

There was no appointment of KMP during the year.

DECLARATION BY DIRECTORS:

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act,2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

REPORTING OF FRAUDS:

The auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143(12) of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The manner of evaluation has been explained in the Corporate Governance Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2019 was र: 1320.98 lakhs comprising of 6,60,48,908 Equity Shares of र: 2/-each. During the year under review, the Company has not issued any further shares to the members or general public.

RATING:

Credit Rating of the Company done by India Ratings and Research Limited (Fitch Group) as under:-

a) Long Term: Upgraded to IND AA -/Stable

b) Short Term: Affirmed at IND A1+

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments cover under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

FAMILIARIZATION POLICY:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the Company: www.westcoastpaper.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The vigil mechanism of the Company incorporates a policy under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014, provide the mechanism for Employees and Directors of the Company to approach the Executive Director and the Chairman of the Audit Committee of the Board. Protected disclosures can be made by a Whistle Blower by means of e-mail or telephone or letter to the Executive Director or to the Chairman of the Audit Committee. The policy on Vigil Mechanism may be accessed on the Companys website: www.westcoastpaper.com.

BUSINESS RISKS MANAGEMENT:

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a framework to inform the Board about the particulars of Risks Assessment and Minimization Procedures (Risks Management) Plan. The Risks Management Plan is available on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts, which would impacts the status of the Company and its future operations.

AUDITORS REPORT:

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self explanatory and in the opinion of the Directors, do not call for any clarifications.

AUDITORS:

a. Statutory Auditors and their Report

Messers Singhi & Co. Chartered Accountants, Kolkata appointed as Statutory Auditors at the 62nd Annual General Meeting of the Company pursuant to the provision of rotation under section 139 and 141 of the Companies Act, 2013 and rule 7 of the Companies (Audit and Auditors) Rules, 2014, for a period of 5 consecutive years ending on 31.03.2022 and consent of the members accorded at the 63rd Annual General Meeting held on 22nd August, 2018 to continue the appointment thereof, as the Auditors of the Company for the remaining term without any further ratification by the shareholders, pursuant to the amended provisions of Section 139 of the Companies Act, 2013 and Rules made there under, notified by Ministry of Corporate Affairs as on 07.05.2018. The observations of the Auditors in their report for the financial year 2018-19 on Accounts and the Financial Statements, read with the relevant notes are self explanatory.

b. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Mr. Naman Joshi, Bangalore practicing Company Secretary as Secretarial Auditor to carry out Secretarial Audit of the records maintained by the Company for the financial year 2018-19. The Report given by him for the said financial year in the prescribed form No: MR 3 is annexed to this report.

c. Cost Auditor and Cost Audit Report

Pursuant to revised order of the Central Government dated 31.12.2014 Cost Audit of the Cost Records of the Company is mandatory from the financial year starting 1st April 2015 and Shri S.K.Tikare Cost Accountant, Belgaum has been appointed as Cost Auditor of the Company to conduct Cost Audit of Cost Records maintained by the Company for the financial year 2019-20. Accordingly matter relating to the appointment will be placed in next Annual General Meeting.

INTERNAL CONTROL SYSTEM:

There are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions throughout the year. Based on the Annual Internal Audit programme as approved by Audit Committee of Board, regular internal audits are conducted. Company has also appointed M/s S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi (outsourced) as Internal Auditor. Findings are placed before Audit Committee, which reviews and discuss the actions taken with the Management.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial throughout the year under review. The Company has entered into a tripartite longterm wage revision settlement with Joint Negotiation Committee of Unions on 04.05.2016 for the period from 01.01.2015 to 31.12.2018. The process of renewal of tripartite long-term wage revision settlement with Joint Negotiation Committee of Unions from 01.01.2019 is going on. Your Directors acknowledge the support and co-operation from employees at all levels.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors Report forms a part of this report.

A Report on the performance and financial position of wholly owned subsidiary company (West Coast Opticable Limited) for the financial year ended 31.03.2019 included in the Consolidated Financial Statements is presented in the separate section AOC-1, forms a part of this report.

Pursuant to the provisions under Section 136 of the Companies Act, 2013 the financial statements including consolidated financial statements along with relevant documents and separate Audited Accounts of the subsidiary company are available at the Companys website: www.westcoastpaper.com.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation and thanks to the Central and State Governments, Banks, Financial Institutions, Customers, Suppliers and Shareholders for their continued support and co-operations.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees of the Company, who have contributed significantly towards Companys performance and growth.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May, 2019

Chairman & Managing Director

Annexure to Directors’ Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2018-19

1. A brief outline of the companys CSR policy, including overview of : projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs. website : www.westcoastpaper.com
2. The Composition of the CSR Committee : (1) Shri S. K. Bangur

(2) Shri Saurabh Bangur

(3) Shri M. P. Taparia

3. Average net profit of the company for last three financial years. र: 15520.51 Lakhs
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) र: 310.41 Lakhs
5. Details of CSR spent during the financial year.

a) Total amount to be spent for the financial year :

र: 362.78 Lakhs (including previous year actual unspent amount 52.37 Lakhs)
b) Amount unspent, if any; : : र: 185.42 Lakhs

c) Manner in which the amount spent during the financial year is detailed below.

(र: in Lakhs)

1 2 3 4

5

6

7

8

Sl.

No.

CSR project or activity identified Sector in which the Project is covered Projects or programs

(1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay(budget) project or programs wise

Amount spent on the projects or programs Subheads : (1) Direct expenditure on projects or program (2) Overheads

Cumulative expenditure up to the reporting period.

Amount spent: Direct or through implementing agency

1 Health Care Programme -

Paediatric Health Check-up, Free distributions of Medicins , Diabetic awareness & Check -up Camp, Contribution for National Pulse Polio , Free Veterinary Camps with distribution of Medicines and Protein supplements. Medical equipments like Scan Machine etc to General Hospital Haliyal and Dandeli. Installation of Sanitary Napkin Incinerator at Schools and Colleges for Women.

Health Care Rural/Local, Dandeli, Dist : UttarKannada, Karnataka/others

2.70

2.70

2.70

Directly/Free Medicines/ Paediatric/ Polio/Diabetic/ Orthopaedic Check up Camp and Veterinary Camps.

2 Education Support Programmes-

Contributions for higher education, chidren study education society, DES, Supply of Subsidised Note Books, Supply of Desk cum Benches, Supply of Umbrella, School Bags etc for School Children. Sponsor Computers to Kalikabhawani high school, Donated RO water purifier systems to college and schools.

Education Dandeli Taluka Schools, Colleges and Haliyal Taluka Schools, Kolkata, Kansur, Siddapur, Karwar

69.46

69.46

69.46

Directly to the Children and Schools and Colleges.

3 Environmental Initiative -

Maintenance of Dandakarnya Eco Park, Nanadagokul Garden in Dandeli, Swatch Bharat Programmes in Dandeli City areas.

Environmental Sustainability and Ecological Balance Dandeli Taluka , Dandeli public and Dandeli region.

8.93

8.93

8.93

Directly to the

concerned

performer.

4 Rural Infrastructure Development

(Other than for the purpose of Health/Education/Livelihood and others). Installation of Silicon chamber for Cremation at Old Dandeli, Financial help for construction of Community Hall, Nala cleaning, Sponsorship for Karnataka Govt. Gram Chavadi at Alur & Dandeli Panchayat, Renovation of Gallary of Police Ground at Karwar, Sponsorship for Toilet Blocks for Girls and Boys of Rotary Education Trust School, Kalika Bhawani Enghlish Medium School Kansur, Siddapur, Contribution for renovation and creation of infrastructure at DESs Degree College and Junior College, Dandeli. Donated Mortuary chamber to Govt. Hospital Dandeli, Haliyal and Joida. Maintenance of Clock Tower, Dandeli.

Rural Development Projects Down Stream Villages and surroundings of Dandeli and In Dakshina Kannada District., Kansur , Siddapur

63.43

63.43

63.43

Directly executed by Company and Direct Contributions to the Trusts

5 Promotion and Development of Traditional Arts & Culture -

Contributions to Sri Nataraj Natya Sanga for Dramma Programme, traditional fesitivals, Karavali Utsav, Kali Utsav, Contribution to Mahavir Jain Aradhana Kendra for execution of Museum, and social cultural activities etc.

Protection of Heritage, Arts and Culture Dandeli Local Area and at Karwar, Haliyal, Joida

19.35

19.35

19.35

Directly to the performers

6 Making Available Safe Drinking Water for Rural Public -

Water tanks at Kerwad and Badakhandsirda village, repairing water tanks and pipeline at Karyampalli, Mayanal, Halamaddi, Harnoda and Saxalli villages.

Safe Drinking Water Seven Down Stream Villages

7.90

7.90

7.90

Directly incurred by Company

7 Contributions & Sponsorships for Rural Sports and Nationally Recognised Sports -

Sports materials sponsorships to Govt. College, Sponsorhsip for District level Sports meet., Contributions to Sports events and Sponsorships for Kolkata Clubs.

Promotion of Rural Sports and Nationally Recognised Sports Dandeli Region Public and Kolkata

5.57

5.57

5.57

Direct Payments to Activity Organisers / Supply of Sports materials
8 Contribution to the benefit of Martyrs Dependents at Uttara Kannada District ,Natural Disaster, War Widow, contribution to Armed Flagday. Benefit to Martyrs dependents. Defence service department

0.02

0.02

0.02

Directly to the Deputy Director Sainik Welfare Dept. Karwar.

177.36

177.36

177.36

* Give details of implementing agency : Company itself.

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.- The Board took all possible initiatives to ensure that the amount of र: 362.78 Lakhs be spent on CSR in accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder. However, due to project mode of CSR activity, where the project time extends beyond the financial year, the Company could not spend र: 185.42 Lakhs on CSR.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.:- Yes. It is in Compliance.

Place : Mumbai M. P. Taparia S. K. Bangur
Date : 29th May, 2019 Director

Chairman of CSR Committee

Annexure to Directors’ Report (Contd.)

PERFORMANCE EVALUATION CRITERIA OF INDEPENDENT DIRECTORS

(1) Attending Board/Committee Meetings.

(2) Going through the agenda papers and providing inputs in the meetings of Board/ Committees.

(3) Guidance to the company from time to time on the various issues brought to their notice.

(4) Discharge of duties as per Schedule IV of the Companies Act, 2013 and compliance to other requirements of the said Act or other regulatory requirements.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May, 2019 Chairman & Managing Director

Statement Pursuant to section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S. No. Requirements Disclosures
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Shri S.K. Bangur Chairman & Managing Director 450:1
Shri Rajendra Jain Executive Director 54:1
Shri Brajmohan Prasad Company Secretary & Compliance Officer 4:1

 

(ii) The percentage increase in remuneration of each director, Chief Financial officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Shri S.K.Bangur Chairman & Managing Director 45.16% (र: 1615.30 lakhs in 2018-19 including commission, against र: 1112.78 lakhs in 2017-18 including commission)
Shri Rajendra Jain Executive Director 18.45% (र: 193.86 lakhs in 2018-19, against र: 163.66 lakhs in 2017-18)
Shri Brajmohan Prasad Company Secretary & Compliance Officer 27.22% (र: 15.04 lakhs in 2018-19, against र: 11.82 lakhs in 2017-18)

 

(iii) The percentage increase in the median remuneration of employees in the financial year; 5.21%
(iv) The number of permanent employees on the rolls of company. 2398
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The average increase in salary/wages of the employees was 7.12% (other than managerial personnel) whereas remuneration to managerial personnel increased by 41.60%.
(vi) The key parameters for any variable component of remuneration availed by the directors; Commission based on profit pursuant to terms of appointment of Shri S.K.Bangur, Chairman & Managing Director.
(vii) Affirmation that the remuneration is as per the remuneration policy of the company. It is hereby affirmed that remuneration paid is as per the remuneration policy of the Company.

Information as per Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 and forming part of the Directors Report to the members for the year ended 31st March, 2019.

(A) CONSERVATION OF ENERGY

(i) Measures taken for Energy conservation

1. Replacement of 6 numbers time based water drains at inter cooler of centrifugal Air compressor by Armstrong make Zero air leak Liquid drains to save compressed Air.

2. Installation of 4 numbers root blower at FBC 3 & 4 silos to avoid use of compressor Air for Power saving.

3. Installation of 132 Kw 4 number VFD at Filter House for Pumps for Energy and Water saving.

4. Replacement of old Vacuum Pump No.8 & 9 with Motor by Energy Efficient Vacuum pump & motor at Paper Machine No. 3

5. Replacement of 20 numbers old Rotary joints and siphons with New Rotary Joints along with stationary siphon at Paper Machine No. 5

6. Replacement of 42 numbers old Rotary joints and siphons with New Rotary Joints along with stationary siphon at Paper Machine No. 4

7. Installation of 3 number VFD at Paper Machine No. 5 Stock pumps and 2 number VFD at Paper Machine No. 4 Hood blower.

8. Modification of existing Super batch cooking system in Fibre line section with Opti batch Model-C including additional Black liquor accumulator to reduce specific steam consumption.

9. Installation of VFD for the pump at discharge tank to LC tank at Fiber line section.

10. Recovery of condensate and Flash Steam from D-hot heat exchanger to Power House.

11. Installation of 4 numbers capacitor bank in Paper Machine No. 1,2,3 to improve the Power Factor.

12. Installation of VFD at SP 2 Cycling chest pump at storage chest pump in Paper Machine No.2

13. Use of LED tube lights (962 nos.) in place of conventional fluorescent tube lights.

14. Use of 5 star energy efficient fans in place of conventional ceiling fans (123 nos.)

15. Modification of steam condensate system in BHEL and ENMAS boiler Air pre-heaters.

16. Replacement of 236 nos. faulty steam traps throughout the Mill.

(ii) Steps taken for utilising alternate sources of Energy :

The Company is generating steam from chemical recovery boilers wherein Black Liquor Dry Solids (by product of wood) is fired to generate steam and the same is confirmed as Renewable Biomass Source by Ministry of New & Renewable Energy , Government of India vide their letter no. 20/122/2011-U&I dated 09.01.2012. The steam generated from chemical recovery boilers is 56 % of total steam generation of the mill in the year 2018-19.

(iii) Details of investment made on energy conservation schemes & savings achieved :

Total Investment र: 1467.87 Lakhs
Monetory Benefit र: 1157.50 Lakhs/annum
Steam Saving 111920 MT /annum
Power Saving 24.54 Lkwh /annum

(B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption :

1. Commissioning of new HBL-2 accumulator for uniform cooking, effective utilization of steam by equal distribution of heat.

2. Addition of TRP (Twin Roll Press) in press section of New Fiber line for reduction of chemical loss and COD load.

3. Treatment of save all clarified water with suitable polymer to reduce turbidity without affecting pH and reuse of the treated water in process to reduce freshwater consumption.

4. New product developed during the Year are:

• Wesco Wallkup (140 to 150 gsm)

• Wesco Dura print - 110 gsm

• Wesco Bond - (80 to 100 gsm )

• Wesco Super Shine - (80 to 140 gsm)

• Wesco Straw base - (90 to 120 gsm )

• Wesco Aqua base ( MG & MF) - (165 to 180 gsm )

• Wesco Strawfold - 120 gsm

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

Improved Productivity, better quality, cost reduction, conservation of valuable raw material & ecosystem and improved customers satisfaction.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : NOT ANY

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed.

(d) if not fully absorbed, area where absorption as not taken places, and the reason there of

(iv) The expenditure incurred on Research and Development:

(र: in Lakhs)

2018-19 2017-18
(a) Capital Nil Nil
(b) Recurring 47.16 55.00
(c) Total 47.16 55.00
(d) Total R&D expenditure as a percentage of total turnover. 0.02 0.03

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo are र: 2073.89 Lakhs and र: 22823.59 Lakhs respectively (र: 2013.65 Lakhs and र: 39473.50 Lakhs in previous year).

For and on behalf of the Board
Place : Mumbai S K Bangur
Date : 29th May, 2019 Chairman and Managing Director

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that-

i) In the preparation of the accounts for the financial year ended 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) The Directors have selected such accounting policies which have been applied consistently and made judgment 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 and of the profit or loss of the Company for the year under review.

iii) Proper and sufficient care has been taken 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 accounts for the financial year ended on 31st March, 2019 have been prepared on a going concern basis.

v) The accounts for the financial year ended on 31st March,2019 has been prepared in accordance with the Companies (Indian Accounting Standards) Rules,2015 (Ind As) prescribed under section 133 of the Companies Act, 2013 and under recognized accounting practices and policies to the extent applicable.

vi) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vii) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

For and on behalf of the Board
Place : Mumbai S. K. Bangur
Date : 29th May, 2019 Chairman & Managing Director