DIRECTORS' REPORT TO THE MEMBERS OF MOHIT PAPER MILLS LIMITED, The Board of Directors have pleasure in presenting the 23ndAnnual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2015. The working of the company during the year under review has been highlighted below: Corporate Overview During the year the production was 24,188.600 M.T. as compared to 24,012.560 M.T. in the previous year .Gross Sales has increased from Rs. 92.79 crores to f 95.651 crores. Net Profit before tax of the Company has increased from Rs.115.47 Lacs to 124.20 Lacs. The Performance of the Company was better than the last year. The situation of the global market has improved which shows in the improvement of the performance of your Company. Share Capital Authorized Share Capital of the Company is Rs. 17,50,00,000/- divided into 17500000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Capital of the Company is Rs.14,00,00,000/- divided into 14000000 Equity Shares of Rs. 10/- each. There was no change in the Share Capital during the year. Dividend The Directors do not recommend any dividend for the year under review. Deposits During the year, the Company has not accepted any deposits from the public falling within the purview of section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2014. Particulars of loans, guarantees or investments Loans, guarantees and investments covered under Section186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report. Transfer to General Reserve The Company have not transferred any amount to the reserves during the current year except the surplus in the statement of profit and loss for the year ended on 31.03.2015, which has been carried over in the Balance Sheet. Subsidiaries, Associate Companies There are no subsidiaries or associate company so there is no requirement of statement in FORM AOC-1 ,under section 129(3) rule 5 of the Companies (Accounts) Rules, 2014 Particulars of contracts or arrangements made with related parties Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure-B to the Boards report Material changes and commitments affecting the financial position between the end of the financial year and date of report There have been no material changes and commitments affecting the financial position between the end of the financial year and date of the report. Nomination and Remuneration Policy As Company is covered under sub-section (1) of section 178, companies policy on directors appointment and remuneration including criteria for dertermining qualifications, positive attributes, independence is formulated and annexed as "Annexure F". Directors Mrs Anju Jain retires from office by rotation and being eligible offers herself for re-appointment and was re-appointed in the annual general meeting held on 30.09.2014 During the year Independent directors Mr. Rakesh Kansal, Mr. Devendra Shankar Vishnoi and Mrs. Rashmi Kansal retired by rotation at the annual general meeting held on 30.09.2014. Mr. Rachit Jain and Mr. Sanjeev Kumar Jain were appointed as Independent directors on the Board for five years by the shareholders in the annual general meeting held on 30.09.2014 in place of the retiring directors. Mrs. Shubhi Jain retires at the ensuing annual general meeting and being eligible offer herself for re-appointment. Mr. Sushil Kumar Tyagi retires by rotation at the ensuing annual general meeting and being eligible offers himself for reappointment as Independent Director for 5 years. Mr. Arvind Kumar Dixit was appointed as Chief Financial Officer by the Board of Directors with effect from 21.06.2014 The Company has received declarations from the independent directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149(7) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange. Extract of Annual Return The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C. Number of Meetings of the Board The Board met 6 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. Declaration by Independent Director The Company have received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 Director's responsibility statement as required under Section 134(3)(c ) of the Companies Act,2013 Pursuant to the requirement under section 134(3)(c ) of the Companies Act,2013 with respect to directors responsibility statement, it is hereby confirmed that: -In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed. -The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the period. -The directors have taken proper and sufficient care towards 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. -The directors have prepared the annual accounts on- going concern basis. -The directors have laid down internal financial controls, which are adequate and are operating effectively. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Internal Financial Control System Companies Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. Internal Auditor is appointed who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system. Evaluation of Board, Committee and Directors Pursuant to the Provisions of the Act and Clause 49 of the Listing Agreement, the Board have carried out the evaluation of its own, committees and directors. The manner has been detailed in the corporate governance report. Auditors Statutory Auditors Ajay Shreya & Co. (Chartered Accountants) were appointed as statutory auditor at the annual general meeting held on 30.09.2014 to hold office till the conclusion of the 25th annual general meeting, the auditors appointment shall be placed for ratification at every annual general meeting. Accordingly, the appointment of Ajay Shreya & Co. (Chartered Accountants), is placed for ratification by the shareholders. In this regard the Company have received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141, of the Companies Act, 2013. The remarks as contained in the auditor's report read with Notes forming part of the accounts are self-explanatory Cost Auditors Mr. Harkesh Tara was appointed as auditor for conducting audit for the year 2014-2015. But as per the order and new cost audit rules of the Central Government our Company does not come under purview of cost audit so cost audit for the year 2014-2015 is not required. So no cost auditor is appointed for conducting cost audit for the year 2015-2016. Secretarial Auditors Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed P. Balodia & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure H ". There is no adverse remarks or qualification in the report. Managerial Remuneration and Particulars of employees The information required under 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 annexed herewith as "Annexure F". The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company as there is no employee getting remuneration as prescribed in the rule. Risk Management Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation. Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risk identified for the Company by the management is price of raw-materials and fuel, Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize. Vigil Mechanism The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employee and directors to report genuine concerns and irregularities, is any in the Company noticed by them. The policy is annexed as "Annexure E". Corporate Governance Report and Management Discussion and analysis In terms of the provisions of Clause 49 of the Listing Agreement, Corporate Governance Report and the Management's discussion and analysis is annexed as Annexure-I and Annexure-J. 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 are enclosed as Annexure-A to the Board's Report. Acknowledgement Your Directors would like to express their thanks to the financial institutions and banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations. FOR AND ON BEHALF OF BOARD OF DIRECTORS SANDEEP JAIN (CHAIRMAN) DIN-00458048 PLACE :NEW DELHI DATED :13/08/2015 |