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We are delighted to present report on our business and operations for the year ended 31st March, 2015.
RESULTS OF OPERATIONS:
For the financial year ended 31st March 2015, Company has registered a growth of 8.22% in turnover and the turnover remained at Rs. 34656.06 Lacs against turnover of Rs. 32012.85 Lacs for F.Y 2013–14. The Profit before Tax (PBT) of the Company has fallen from Rs. 2541.50 Lacs in previous period to Rs. 2044.37 Lacs in the year under review.
Based on the Company's performance, the directors are pleased to recommend for approval of the members, a dividend of Rs. 1.30/– per equity share for the financial year ended 31st March 2015,(Previous year– Rs. 1.20/– per share) amounting to Rs. 2,91,48,346.00 (exclusive of Dividend Tax of Rs. 58,27,959.00). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register of Members as on Saturday, 19th September 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited, as beneficial owners as on that date.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 64,16,186/– to the General Reserves out of the amount available for appropriation.
The Company has taken steps to consolidate the production for achieving the economies of scale. However, the Company has not taken up any major expansion during the year under review.
During the year, Credit Rating of the Company has upgraded from CARE BB+ to CARE BBB–. Improvement in Credit Rating reflects the Company's financial discipline and prudence.
CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the financial year ended 31st March 2015.
LISTING OF SHARES:
The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"
Mr. Vipin Gupta, Director retiring by rotation and being eligible, offered himself for re–appointment at the ensuing Annual General Meeting.
The term of office of Sh. Subhash Chander Garg, Sh. Umesh Chander Garg and Sh. Jatinder Singh shall expire on 31st August 2015. The Board of Directors on the recommendation of the Nomination and Remuneration committee, at their meeting held on 12th August 2015 has recommended their re–appointment for the further period of 5 years w.e.f 01st September 2015.
As per provisions of section 149(1) of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, the Company should have at least one woman director. Hence Smt. Suhasini Yadav was appointed as Independent Director of the Company (not liable to retire by rotation) in the last AGM held on 25th September 2014 for the term of 5 consecutive years but shall be eligible for re–appointment on passing of the special resolution by the Company.
The Companies Act, 2013, inter alia, provides for appointment of independent directors. section 149(10) of the said Act, effective from 1st April, 2014, provide that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company and shall be eligible for re–appointment on passing a special resolution by the shareholders of the Company. Section 149(11) of the said Act provides that no independent director shall be eligible for more than two consecutive terms of five years. Our independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board has been advised that independent directors so appointed would continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, independent directors, namely, Mr. Dalbir Singh, Mr. Surinder Gupta, Col. Retd Avtar Singh Bajwa and Mr. Swatantar Kumar Dewan was appointed by the shareholders for a term of up to five consecutive years in the last AGM held on 25th September 2014 but shall be eligible for re–appointment on passing of the special resolution by the Company in compliance with the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.
The Company has no Subsidiary as on 31st March 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year 2014–15 as stipulated under Clause 49 of listing Agreement with Stock Exchanges, is presented in a separate section forming part of Annual Report.
Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this report.
HUMAN RESOURCE MANAGEMENT:
Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in Company. The directors express their appreciation for the contribution made by employees to operations of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.
The Company's CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out deprived communities is part of the Company's vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives. The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has adopted a Corporate Social Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Company's website at the link: <http://ruchirapapers.com/Website_Pages/> info.html. The Annual Report on CSR activities is annexed herewith marked as Annexure I.
During the year, your Directors have constituted a Risk management Committee pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Annual Report.
The Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces and there is an adequate risk management infrastructure in place capable of addressing those risks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
EMPLOYEE STOCK OPTION SCHEME:
At present, the Company is not having any Employee Stock Option Scheme.
The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.
M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered Accountants, were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 25th September 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.
The Company has re–appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2015–16. The appointment of the Cost Auditor has been intimated to the Central Govt.
The Cost Audit Report for the Financial Year 2013–14 was filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2014–15 will be submitted by Cost–Auditors with Ministry of Corporate Affairs in due course.
The Board has appointed Mr. R.K. Bhalla, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014–15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.
Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 25.09.2014 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs.
The CSR Committee comprises Sh. Surinder Gupta (Chairman), Sh. Umesh Chander Garg, Sh. Subhash Chander Garg, Sh. Jatinder Singh and Sh. Vipin Gupta as members.
The Audit Committee comprises directors namely Sh. Dalbir Singh (Chairman), Sh. Surinder Gupta, Sh. Avtar Singh Bajwa and Sh. Jatinder Singh as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises directors namely Sh. Dalbir Singh (Chairman), Sh. Surinder Gupta and Sh. Avtar Singh Bajwa as other members.
The Company's Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure III and forms part of this Report.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Vigilance and Ethics Officer, which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on Company's website at the link <http://www.ruchirapapers.com/Website_Pages/> info.html
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For the further details, please refer report on Corporate Governance of this Annual Report.
Further a separate meeting of the Independent Directors of the Company was also held on 13th March 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.
Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo
A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as annexure V to this Report.
CONTRACTS AND Agreement WITH RELATED PARTIES:
The particulars of every contract and arrangement entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC–2 in Annexure VI and were at arm's length price.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the Link: <http://ruchirapapers.com/Website_Pages/info.html>
PARTICULAR OF EMPLOYEES:
Number of Employees as on March 31, 2015 was 953. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the employees of the Company, will be provided upon request. 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.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Details relating particulars of Loans given, Investment made, Guarantee given and Securities provided.
b) Details relating to deposits covered under Chapter V of the Act.
c) Issue of equity shares with differential rights as to dividend, voting or otherwise.
d) No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Statement of the Directors' Responsibility on Annual Accounts of the Company referred to in clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 shall state that–
a. that in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profits and loss of the Company for that period;
c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors had prepared Annual Accounts on a going concern basis; and
e. the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.
FOR AND ON BEHALF OF THE BOARD
SUBHASH CHANDER GARG