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बीएसई: 530255  |  NSE: N.A  |  ISIN: INE961B01013  |  Paper

खोजें के पावर एंड पेपर कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors have pleasure in presenting Twenty Fourth Annual Report
 on the business and operations of your Company and Audited Financial
 Statement for the year ended 31st March, 2015.
 
 FINANCIAL RESULTS :
 
                                                         (Rs. in lacs)
 
                                               2014-15         2013-14
 
 Revenue from
 operations (Net)                              3052.60        2769.55
 
 Misc Sale (Net)                                  0.23           0.52
 
 Other Income                                   310.75          10.38
 
 Total Revenue                                 3363.58        2780.45
 
 Less: Expenses
 Cost of material
 consumed                                      2632.58        2120.02
 
 Changes in Inventories
 of finished
 
 Goods & Work in
 Progress                                      - 11.89         -23.86
 
 Manufacturing Expenses                         422.96         394.36
 
 Employee Benefit Cost                           97.80          90.49
 
 Depreciation and
 amortisation Expenses                           61.61          43.23
 
 Other Expenses                                 153.07         148.87
 
 Total Expenses                                3356.14        2773.78
 
 Net Profit                                       7.43           6.67
 
 OPERATIONS :
 
 During the year under review, only Paper Division was operational
 through out the year and produced 12968.43 M.T of Kraft Paper and
 achieved sales of Rs. 3052.59 Lacs as against 12455 M.T. '' and Rs.
 2769.55 Lacs of the previous year. The net profit was Rs. 7.43 Lacs as
 against Rs. 6. 67 Lacs of the previous year.
 
 Company could not run Power Division due to non availability of
 bagasse, raw material for Power generation during the year. Also tenure
 of power purchases agreement which was executed between the company and
 MSEDCL has completed on 11/01/2015 and same renewal of power purchase
 agreement is in progress.
 
 PROSPECTS :
 
 The streamlined operations of Paper Division will continue to give good
 results during the current year too.
 
 Company has also undertaken the expansion of current capacity of paper
 division from 15000 TPA TO 20000 TPA and it will be completed somewhere
 in Sept 2015. After the completion of aforesaid expansion, company will
 produce additional 5000 M. T of Kraft paper every year.
 
 REHABILITATION SCHEME :
 
 As you aware that, company had been declared as a sick industrial unit
 by BIFR in 2007 and thereafter filed the rehabilitation scheme through
 our operating agency M/s. Indian Renewable Energy Development Agency Ltd
 (IREDA) to the BIFR. Although BIFR in its order dated 11.11.2014 had
 de-registered with stating that there is a delay in submission of
 rehabilitation scheme. Consequently company had filed the appeal to the
 Appellate Authority for Industrial and Financial Reconstruction (AAIFR)
 against the aforesaid order of BIFR. Subsequently AAIFR on order dated
 22.04.2015 remanded the case back to BIFR accepting the company''s
 submission and as per their aforesaid order operating agency has
 resubmitted revised DRS to BIFR for their necessary approval. Now matter
 is under consideration of BIFR and company is expecting the order for
 approval of rehabilitation scheme in the coming financial year.
 
 DIVIDEND:
 
 In view of the small profit and carried forward losses of the Company,
 it is not possible for your Directors to recommend any dividend.
 
 MATERIAL CHANGES AND COMMITMENT
 
 The company has entered into the material transaction with the related
 party M/s. Kay Bouvet Engineering Limited for worth of Rs.
 700,00,000/-(Seven Cores only) plus taxes extra for design,
 Manufacturing, supplying, erecting and commissioning the paper machine
 part for expansion of current capacity of paper division form 15,000
 TPA To 20,000 TPA. This transaction will be ratified by the
 shareholders in ensuing General Meeting of the company. Other than this
 there are no material changes and commitments affecting the financial
 position of the Company occurred between the ends of the financial year
 to which this financial statement relate on the date of this report.
 
 FIXED DEPOSIT:
 
 As on 31st March, 2015, Company has no fixed deposits.
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
 OF THE COMPANIES ACT, 2013
 
 There were no loans, guarantees or investments made by the Company
 under Section 186 of the Companies Act, 2013 during the year under
 review and hence the said provision is not applicable.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
 
 During the year under review, there was no material contract or
 arrangements entered with related parties as defined under Sub- Section
 1 of Section 188 of the Companies Act, 2013.  Hence report in form AOC
 2 as required under the sub- section 2 of section 188 of Companies Act,
 2013 for disclosing material related party transactions along with the
 justification for entering into such contract /arrangement is not
 annexed in this Board Report.
 
 Transactions which were entered with the related parties on ordinary
 course of business and based on arm''s length prices with the prior
 approval of audit committee are mentioned in the note no. 30 of
 financial statement in this Annual Report.
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 The Company does not have any Subsidiary, Joint venture or Associate
 Company.
 
 DIRECTORS:
 
 Mr. Arvind V. Kulkarni director of the company retire by rotation in
 ensuing general meeting and being eligible offers himself for
 re-appointment at the ensuing Annual General Meeting. The necessary
 resolution is being put in the Notice of the ensuing Annual General
 Meeting for the consideration of the Members.
 
 During the year under review Mr. Kaustubh Wadikar and Mr. Sandeep
 Shahapurkar were appointed as an independent director of the company
 for the five years from the conclusion of 23rd Annual General Meeting
 to conclusion of 28th Annual General Meeting of the company.
 
 During the year under review, company has appointed two key managerial
 personnel namely, Mr. Sagar Mohite appointed as a Company Secretary of
 the company w.e.f 28th May, 2014 in the place of Mr. Sham Mulye, who
 had resigned from office on 31st March, 2014 and Mr. Ganesh Hari
 Rotithor, Manager- Finance appointed as a Chief Financial Officer of
 the company with effect from 8th July, 2014.
 
 BOARD EVALUATION
 
 Clause 49 of the Listing Agreement mandates that the Board shall
 monitor and review the Board evaluation framework. The Companies Act,
 2013 states that a formal annual evaluation needs to be made by the
 Board of its own performance and that of its committees and individual
 directors.
 
 The evaluation of all the directors and the Board as a whole was
 conducted based on the criteria and framework adopted by the Board.
 
 The evaluation process has been explained in the Corporate governance
 report section in this Annual Report. The Board approved the evaluation
 results as collate by the nomination and remuneration committee.
 
 None of the independent directors are due for re-appointment.
 
 NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
 
 The Company had 6 (six) Board meetings during the financial year under
 review.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 In accordance with the provisions of Section 134(5) of the Companies
 Act, 2013 the Board hereby submit its responsibility Statement:-
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) We have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of 31st March, 2015 and of the profit and loss
 of the company for that period;
 
 (c) We have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of this
 Act for safeguarding the assets of the company and for preventing and
 detecting fraud and other irregularities;
 
 (d) We have prepared the annual accounts on a going concern basis;
 
 (e) We have laid down internal financial controls to be followed by the
 company and that such internal financial controls are adequate and were
 operating effectively.
 
 (f) We have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 AUDITORS:
 
 M/s. Godbole & Company, Chartered Accountants (M. No. 104822) , Satara
 Statutory Auditors of the Company, hold office till the conclusion of
 the ensuing Annual General Meeting and are eligible for re-
 appointment.
 
 The Company has received letters from him to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 Section 141(3) (g) of the Companies Act, 2013 and that they are not
 disqualified for re- appointment. Their appointment needs to be
 confirmed and their remuneration is to be fixed.
 
 AUDITORS'' REPORT:
 
 The observations of the Auditors report read with the relevant notes
 thereon are self explanatory and therefore do not call for any further
 comments under Section 134 of the Companies Act, 2013.
 
 SECRETARIAL AUDITOR
 
 M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to
 conduct the secretarial audit of the Company for the financial year
 2014-15, as required under Section 204 of the Companies Act, 2013 and
 Rules there under. The secretarial audit report for FY 2014-15 forms
 part of the Annual Report as Annexure I to the Board''s report.
 
 SECRETARIAL AUDITOR''S REPORT
 
 The observations of the Secretarial Audit report are self explanatory
 and therefore do not call for any further comments under Section 134 of
 the Companies Act, 2013.
 
 CORPORATE GOVERNANCE:
 
 Pursuant to clause 49 of the Listing Agreement, report on Corporate
 Governance along with Auditor''s certificate on its compliance is
 attached as annexure II to this report.
 
 EXTRACT OF ANNUAL RETURN
 
 The extracts of Annual Return pursuant to the provisions of Section 92
 read with Rule 12 of the Companies (Management and administration)
 Rules, 2014 is furnished in Annexure III and is attached to this
 Report.
 
 INTERNAL FINANCIAL CONTROL
 
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures.
 
 SIGNIFICANT AND MATERIAL ORDERS
 
 There are no significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and Company''s
 operations in future
 
 COST AUDITORS:
 
 The Company was appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as
 Cost Auditor to conduct the audit of cost accounts maintained by the
 Company, for the financial year 2014-15. Full particulars of Cost
 Auditors are given here under:-
 
 Name                 : S.V. Vhatte & Associates
 
 Membership. No.      : 7501
 
 Address              : A-1/2, Kadadi Nagar,
                        Hotgi Road,
                        Solapur - 413 003.
 
 Details of Cost Audit Report for the financial year ended 31ST March,
 2015
 
 Due date of filling: by 30th September 2015.
 
 As per the companies (Cost Records and Audit) Amendment Rules 2014, the
 company has exempted for cost audit for the financial year 2015-16.
 Hence company has not appointed cost auditor for the financial year
 2015-16.
 
 DECLARATION OF INDEPENDENT DIRECTORS
 
 The Independent Directors have submitted their disclosures to the Board
 that they fulfill all the requirements as stipulated in Section 149(6)
 of the Companies Act, 2013 so as to qualify themselves to be appointed
 as Independent Directors under the provisions of the Companies Act,
 2013 and the relevant rules.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The particulars as prescribed under Sub- section (3)(m) of Section 134
 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
 2014, the relevant information pertaining to Energy Conservation,
 Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed
 as Annexure IV to the Board''s report.
 
 PARTICULARS OF EMPLOYEES
 
 The table containing the names and other particulars of employees in
 accordance with the provisions of Section 197(12) of the Companies Act,
 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014, is appended as Annexure V to the
 Board''s report.
 
 COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
 REMUNERATION AND DISCHARGE OF THEIR DUTIES
 
 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 enclosed as
 Annexure VI to the Board''s report
 
 LISTING OF EQUITY SHARES:
 
 The Equity Shares of your Company are listed on BSE Ltd., where the
 same are traded regularly and confirm that company has paid the listing
 fees for the financial year 2015-16.
 
 VIGIL MECHANISM
 
 The Company has formulated a Whistle Blower Policy (the Policy) in
 compliance with the Companies Act 2013 and Listing agreement, to enable
 employees, customers, agents, dealers, suppliers and other vendors that
 conduct business with Kay Power and Paper Limited to raise concerns and
 complaints about fraudulent practices.
 
 Under the Policy, the concerns/ complaints pertaining to General
 Managers and Mangers should be raised before the Chairman of Audit
 Committee and concerns against other Employees should be addressed to
 the Vigilance officer and confirm that there is no personnel has been
 denied access to the audit committee.
 
 The Company has designated the Manager, Mr. Arvind Patil as the
 Vigilance officer and has created the following email accounts for
 facilitating the raising of such concerns.
 
 Chairman of Audit Committee- chairmanauditcommittee@gmail.com
 
 Vigilance officer - arvindpatil.kppl@gmail.com
 
 The Company aims to propagate a culture for maintaining highest
 standard of conduct and professionalism and therefore this Policy is
 implemented in furtherance of the Code of Conduct of the Company.
 
 The details of establishment of such mechanism have also been disclosed
 on company website on following link - http://
 www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf
 
 COMMITTEES OF THE BOARD
 
 Currently, the Board has four committees: the audit committee,
 nomination and remuneration committee, stakeholder''s relationship
 committee, and risk Management committee. The role and responsibilities
 and composition of the aforesaid committees are mentioned in the
 corporate governance report section in this Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A comprehensive Management discussion and analysis Report is appended
 as Annexure VII, forming a part of the Corporate Governance is part of
 this Annual Report
 
 ACKNOWLEDGEMENT:
 
 Your Directors appreciate valuable contribution of employees at all
 levels. Your Directors place on record their gratitude for the
 co-operation received from Indian Renewable Energy Development Agency
 Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI
 Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the
 Company and look forward to their continuous support in coming years.
 
             For and on behalf of the Board of Directors
 
                                                  Niraj Chandra
 Date : 25th June, 2015                            Chairman and
 Place : Satara                               Managing Director
 
स्रोत: रेलीगरे टेचनोवा

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