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Speciality Papers Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5.93 Cr. P/BV 0.14 Book Value (Rs.) 2.67
52 Week High/Low (Rs.) 1/0 FV/ML 10/1 P/E(X) 0.00
Bookclosure 22/08/2019 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The Directors have pleasure in submitting their 54th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2015.

Financial Result:

                                                          (Rs. In Lacs)

Particulars                               Current Year    Previous Year
                                           31/03/2015       31.03.2014

Sales & other Income                          65.86              55.46
Profit/ (Loss) before Interest & (821.47) (2232.88) Depreciation

Less: Interest                                    -                  -

Less: Depreciation                           420.05             216.91

Net Profit / (Loss) for the year          (1241.52)          (2015.97)
before Taxation
Less: Provision for Taxation

Net Profit / (Loss) after Deferred (1241.52) (20l5.97) Tax

Dividend:

Keeping in view the losses incurred during the year by the Company. Your Directors do not recommend any Dividend for the year ended on 31st March, 2015.

Review of Operation:

The year under review was overall not satisfactory year for the Company. The company has achieved gross sales of Rs 65.86 Lacs as against Rs 55.46 Lacs in the previous year and incurred a loss of Rs 1241.52 lacs against the loss of Rs 2015.97 lacs of the corresponding previous year.

Pollution control Safety And environmental Protection

The Company is very much concerned for the safety of men and machines. The preservation of the environment in and around the manufacturing plants has always received high significance in all over corporate decisions.

Directors:

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 Clause 49 of the Listing Agreement.

Mrs. Urmila N Gala, who was appointed as a Director of the Company in the Board meeting held on 12th April, 2012, 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 tor the Office of Directors.

Key Managerial Personnel:

Mr. Nemchand Gala, Chief Compliance Officer of the Company was appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013.

Auditors:

During the year. M/S.JAMES SHAH & 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*ppointment made, would be in accordance with the provisions of section 139(2) and section 142(1) the Companies Act, 2013.

Directors' Responsibility Statement:

In accordance with the provisions of section 134 (3)(C') of the Companies Act, 2013, your director, state that: -

* In the preparation of accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2015 and the profit of the Company for the year ended on that dale.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

* The annual accounts of the Company have been prepared on a going concern basis.

Corporate Governance

Your Company is committed to good Corporate Governance Practices and is regular compliant with all the applicable provisions of Companies Act, 2013 and Clause 49 of Listing Agreement following to the guidelines prescribed by the SEBI and Bombay Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. Report on Corporate Governance is annexed to and forming part of the Directors' Report.

Managing Discussion and Analysis:

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Annual Report.

Conservation of Energy Research and Development. Technology Absorptions and Foreign Exchange Earnings and Outgo;

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as per 'Annexure A' and forms part of the Directors' Report.

DEMAT of Shares

As on date, about 86.08% shares of the Company have been dematerialized and the Company solicits co-operation from its investors to have their holdings converted in DEMAT form to provide them better liquidity in future.

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 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.

Audit Committee;

According to the provisions of Section 177 of the Companies Act, 2013 and Rule 6 and Companies (Meetings of Board and it's powers) Rules, 2014 and Clause 49 of the listing agreement, 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.

Corporate Social Responsibility (CSR);

Social welfare and community development is at the core of the Sociality's CSR philosophy and this continues to be a top priority. The Company's contributions to the community are in the areas of recycling of papers and assistance in the event of a natural disaster and contributions to other social development organizations.

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 Clause 49 of the Listing Agreement to deal with instances fraud and mismanagement, if any, The vigil mechanism/Whistle Blower Policy is uploaded on the Company's website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 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 a By women employee. A policy for prevention of Sexual Harassment of Women at workplace and setting up the Committee for implementation of said policy is under review and consideration.

Acknowledgement:

Your Company not performed 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 then- dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

                                        For and on behalf of the Board

                                                NEMCHAND J. GALA
                                        Chairman and Managing Director
Place: Mumbai
Date: 30/05/2015


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