- Hindustan Newsprint Limited
Transcription
- Hindustan Newsprint Limited
Shri. Anant G. Geete Hon'ble Cabinet Minister for Heavy Industries & Public Enterprises Shri. G.M. Siddeshwara Hon'ble Minister of State for Heavy Industries & Public Enterprises Sri. Rajan S. Katoch Secretary, Heavy Industries BOARD OF DIRECTORS Shri. Shashi Kanth Jain Chairman Shri. S. N. Bhattacharyya Director Shri. K. S. Rajagopal Director Shri. K. K. Suresh Kumar Managing Director Shri. Arvind Kumar Director Shri. Ghanshyam Sharma Director (Finance) Shri. Guljit Kapur Director 4 CONTENTS Page Board of Directors 6 Notice 7 Five Years Digest 9 Employment Cost Summary 10 Directors’ Report 11 Comments of the Comptroller and Auditor General of India 40 Auditors’ Report 41 Balance Sheet 48 Statement of Profit & Loss 49 Cash Flow Statement 50 Notes forming part of the Financial Statements 52 5 BOARD OF DIRECTORS Chairman Managing Director Directors : : : : Shri. Shashi Kanth Jain Shri. M.V. Narasimha Rao (up to 31.07.2015) Shri. K.K. Suresh Kumar Shri. S.N.Bhattacharyya Shri. Ghanshyam Sharma Shri. Arvind Kumar Shri. K.S.Rajagopal Shri. Guljit Kapur Air Cmde Prodip Kumar Mukherjee VSM ( up to 31.01.2015) Sri. S.K. Singh (up to 30.01.2015) Sri. K.S. Srinivas IAS (up to 21.01.2015) Shri. Sathyajeet Rajan, IAS (up to 18.06.2015) Shri. Prakash Premchand Mugdiya (up to 07.05.2015) Company Secretary Bankers : : Statutory Auditors : Legal Advisers : Registered Office : Shri. Ajith John Central Bank of India Corporation Bank State Bank of Travancore HDFC Bank Ltd State Bank of India Indian Bank Canara Bank Federal Bank IndusInd Bank M/s Ayyar & Cherian Chartered Accountants 37/2010C (Plot No.53), Jawahar Nagar Mutathil Lane (North) Near Sastha Temple, Kadavanthara, Kochi M/s Menon & Menon, Kochi M/s Menon & Pai, Kochi Newsprint Nagar Kottayam District, Kerala Pin Code – 686 616. Phone : 04829 256211-21 Fax: 04829 251911/257587 Web: www.hnlonline.com Email: [email protected] CIN : U21013KL1983GOI003735 6 NOTICE Notice is hereby given that the 32nd Annual General Meeting of the Members of Hindustan Newsprint Limited will be held at its Registered Office at Newsprint Nagar, District Kottayam, Kerala State on Wednesday, the 30th September, 2015 at 4 p.m., to transact the following business:A. Ordinary Business: i) To receive, consider, approve and adopt the Director’s Report and the Audited Balance Sheet as at 31st March 2015 and Profit and Loss Account for the year ended on that date, Cash Flow Statement as at 31st March 2015 and notes forming part of accounts together with the Report of the Statutory Auditors thereon and also the Comments of the Comptroller andAuditor General of India. B. Special Business: (i) To ratify the remuneration of the Cost Auditors for the financial year 2015-16 and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “Resolved that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year 2015-16, be paid the remuneration of Rs.50,000/- plus reimbursement of actual travelling and other out of pocket expenses. Resolved further that the Managing Director or the Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By order of the Board For Hindustan Newsprint Limited Company Secretary Newsprint Nagar, District Kottayam Dated 28th September, 2015 Note: 1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be Member of the Company. Proxies to be effective must be received by the Company at its Registered Office not less than 48 hours before the Meeting. 2. Explanatory statement required u/s 102 of companiesAct 2013 is attached. 3. Consent for shorter notice from all members entitled to attend and vote at this meeting has been obtained. 7 Explanatory Statement Item No. B(i) th The Board of Directors in its 137 meeting appointed M/s B V Subramaniam & Co, CostAccountants as the Cost Auditors of the Company for the year 2015-16. The Board also approved remuneration of Rs.50,000/- plus reimbursement of actual travelling and other out of pocket expenses. As per Rule 14 of Companies (Audit and Auditors) Rules, 2014 read with section 148(3) of the Companies Act, 2013, the remuneration as approved by the Board of Directors need to be ratified subsequently by the shareholders. Accordingly, members are requested to ratify the remuneration payable to the Cost Auditors for the financial year 2015-16. None of the Directors or Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the resolution. The Board recommends the resolution for your approval. By order of the Board For Hindustan Newsprint Limited Company Secretary Newsprint Nagar, District Kottayam Dated 28th September, 2015 8 FIVE YEAR DIGEST Production in MT Sales in MT Sales Turnover Other Income Cost of good sold (exclu int & depn) Gross Margin Interest Cash Profit (+)/ deficit(-) Depreciation & DRE Profit /(Loss) before Tax Provision for Tax Profit /(Loss)after Tax Equity Reserves and Surplus Deferred tax liability Loans(excluding interest accrued) Long-term Short-term Gross Block Capital Work in Progress Net Fixed Assets(excluding work in progress) Deferred revenue expenditure Current assets, Loans and Advances Current Liabilities and Provision Working Capital Capital Emloyed Net worth Ratios Gross margin to capital employed Cash Profit to capital employed P B T as a percentage of sale Debt equity ratio No of employees (` Lakh) 2010-11 104911 104911 30166 1352 29739 1779 62 1717 1176 541 38 504 10000 9214 3017 1367 0 1367 41960 787 14687 2014-15 95739 96662 34098 792 34307 583 1218 (635) 370 (1005) (224) (781) 10000 6271 2416 12754 270 12484 47080 1075 16098 2013-14 101108 98181 34562 1614 35049 1127 985 142 1038 (896) (10) (886) 10000 7207 2645 10912 0 10912 44764 1024 14311 2012-13 101597 101597 32358 437 32885 (90) 705 (795) 1022 (1817) (8) (1809) 10000 8094 2656 7454 0 7454 43611 918 14333 2011-12 102450 102450 31504 2489 32066 1927 368 1559 1154 404 (285) 689 10000 9903 2664 3835 0 3835 41916 887 13707 0 24465 0 22677 0 18970 0 15455 0 15491 21416 17557 12781 7031 8545 3049 19147 16271 5120 19432 17207 6189 20522 18094 8424 22131 19903 6946 21633 19214 0.030 (0.033) -2.95% 0.027 640 0.058 0.007 -2.59% 0.000 707 (0.004) (0.039) -5.62% 0.000 731 0.087 0.070 1.28% 0.000 809 0.082 0.079 1.79% 0.000 909 9 EMPLOYMENT COST SUMMARY. For the Year ended (A) Salaries and Wages,Ex-gratia etc.. (Rs.Lakh) a) Basic Pay, PP & NPA b) NPA c) VDA & Dearness Pay d) Salaries & Wages -Trainees e) HRA f) Other allowances like CCA,Shift Allowance, Sp.Allowance Canteen Allowance, Steering Allowance, Washing Allowance, PTA, Hill Tract Allowance etc… g) Conv.Reimburesement & Fixed Conv.Allowance h) Tution Fee i) Overtime j) Leave Encashment Sub Total(a-j) Provision for pay revision Salaries and wages incl.provision for pay revision Ex-gratia for VRS Optees Sub total(A) (B)Employees Benefits (Rs.Lakh) a) Provident Fund and other Fund b) Gratuity c) Productivity Linked Incentive d) Township(Net after township income) e) Education f) Medical g) Leave Travel Concession h) Canteen subsidy (net) i) Others(Grants and Subsidies to Club, Uniforms and Liveries,Training exp.etc…) Sub Total(B) Total(A+B) (Rs.Lakh) 31/3/2015 31/3/2014 31/3/2013 31/3/2012 31/3/2011 1542.37 3.56 1454.90 282.95 120.08 2149.56 3.39 1331.53 206.41 127.16 2295.14 3.30 1173.38 157.75 138.74 2720.30 3.11 1,297.45 110.42 153.81 2,278.30 2.79 1,574.52 34.39 159.75 12.31 78.52 2.51 319.44 433.71 4250.35 0.00 4250.35 0.00 4250.35 44.12 85.80 4.40 425.89 304.23 4682.50 0.00 4682.50 64.88 4747.38 59.28 85.90 5.99 401.98 94.19 4415.65 4415.65 2.92 4418.57 67.43 101.87 7.07 383.27 0.00 4844.73 0 4844.73 0.00 4844.73 80.37 116.94 3.83 263.54 0.00 4514.43 378.91 4893.34 0.00 4893.34 460.42 186.13 0.00 186.27 26.59 181.67 5.76 208.32 117.63 484.46 126.30 0.00 165.71 24.00 174.05 4.86 217.04 117.63 480.30 0.00 0.00 180.35 21.95 226.56 11.89 165.54 121.65 476.39 0.00 0.00 185.01 20.28 236.97 5.54 168.39 173.16 410.34 0.00 63.67 165.49 26.57 249.43 6.25 103.01 111.75 1417.13 5667.48 1314.05 6061.43 1208.24 5626.81 1265.74 6110.47 1136.51 6029.85 640 707 731 809 909 Average salaries and wages etc.per employee per annum (Rs.) 664117 671483 604456 598854 538321 Average cost of employee benefits per employee per annum (Rs.) 221427 185862 165286 156457 125029 Average employment cost per employee per annum (Rs.) -including provision for pay revision -excluding provision for pay revision 885544 885544 857345 857345 769741 769741 755311 755311 663350 621666 No.of Employees 10 DIRECTORS’ REPORT TO THE SHAREHOLDERS To The Members Hindustan Newsprint Ltd Gentlemen, Your Directors present their 32nd Annual Report with the Audited Statement of Accounts, Auditors’ Report and Comments of the Comptroller andAuditor-General of India for the year ending March 31, 2015. 1. Operational and Financial Performance: During the year under review, your Company achieved a production of 101986 MT(including trial production of 6247 MT writing & printing paper), which is 102% of the installed capacity as compared to 103360 MT(including 2252 MT writing & printing paper) during the previous year. During the year your Company sold 101698 MT(including 5036 MT of writing & printing paper) as against 100008MT(including 1827 MT writing & printing paper) during the previous year. The sales during the year was ` 340.98 crore as compared to ` 345.62 crore during the previous year. The stock was 3246MT(including 1636 MT writing & printing paper) at the end of 31.03.2015. The highlights of performance of your Company during Financial Year 2014-15 together with corresponding figures for the Previous Year are given below. 1.1 Production Summary: 2013-14 2014-15 PRODUCT INSTALLED CAPACITY Production (MT) (MT) Capacity Utilisation % Production (MT) Capacity Utilisation % Saleable Newsprint 100000 101986* 102 103360* 103 Chemi Mech Pulp 60000 41855 69.8 42939 72 Chemical Pulp 27400 17469 63.8 16876 62 De-inked Pulp 33000 28568 86.6 29723 90 * includes trial production of 6247 MT(Previous year 2252MT) of writing and printing paper. 11 1.2 Financial Results (` Lakh) Particulars 2014-15 2013-14 34098 34562 582 1127 Interest 1218 985 Cash Profit / (Loss) (636) 142 370 1038 (1006) (896) Provision for taxation (225) 10 Profit/(Loss) after tax (781) (886) Sales Turnover Profit/(loss) before Interest Depreciation and Income Tax Depreciation and Deferred Revenue Expenditure Write-off Profit/(Loss) before tax 1.3 Contribution to the Exchequer: During the year under review, your Company contributed to the Exchequer an amount of ` 723.94 lakh by way of duties and taxes, the break-up of which, together with the comparable figures of the previous year, is given below:(`Lakh) Particulars 2014-15 2013-14 118 175 Excise Duty 184.91 95 CST/VAT 340.47 399 66 56 Corporate Income Tax 0 5 Dividend Tax 0 0 14.58 21 723.96 751 Customs Duty Rates & Taxes Service Tax Total 2. STATE OF COMPANY’SAFFAIRSAND FUTURE OUTLOOK 2.1 MarketingActivities: Your Company sold 101698MT (including 5036MT of writing and printing paper ) as compared to 100008 MT(including 1827MT of writing & printing paper) during the previous year. The net sale realization on newsprint improved by about ` 73 per MT during FY2014-15 as compared to FY2013-14. 2.2 Fibre Development and Procurement(FDP)Activities The FDP Department of your Company, besides fulfilling the requirement of fibrous raw materials required for achieving the targeted production, is also carrying out the following activities for ensuring long term fibre security for your company’s operations. 12 Captive Plantation Captive Plantations were raised in an area of 3625.173 ha in the land allotted by Govt. of Kerala on lease. Out of this 327.291 ha was included in National Parks & Sanctuaries, 190.423 ha comes under the core area of Periyar Tiger Reserve and 365.48 ha plantations are under encroachment/threat of encroachment and litigation. The effective area of plantations with HNL at present is 2670 ha which are being maintained properly. During 2014-15 materials from an area of 850 ha of Captive Plantations in Munnar, Kottayam and Malayattoor Divisions were extracted. In these areas coppice crops will be maintained or fresh plantations will be raised as per requirement. Encroachment in Captive Plantation area Your Company has been facing severe encroachment problems in the Captive Plantation areas located in Munnar Division. The programme for extraction of material from Captive Plantation areas was disrupted earlier by threat of encroachment and disputes regarding ownership of land between Revenue Department and State Forest Department. However, due to the concerted efforts of Revenue, Police and Forest Departments along with the wholehearted support of the Government, the Company extracted the pulpwood available in the Captive Plantation areas at Chinnakkanal and Suryanelli in Munnar Division. However, the threat of encroachment still prevails in the area. Even though the Company has taken necessary actions including moving the Hon’ble High Court of Kerala for obtaining back the possession and also invoked the Magisterial powers of the Estate Officer of the Company for evicting the encroachers completely, our efforts still remain to be materialized in ameliorating the issues in its entirety. Purchase at Gate Scheme (PaG) Your Company has been procuring materials under the Purchase at Gate Scheme from 1998 onwards. Due to many reasons the availability of pulpwood under PaG Scheme was reduced. Mainly pulpwoods like Eucalyptus, Acacia, Mangium etc. have found an alternative market as they are being purchased by plywood industries paying a very high price. The total quantity of pulpwood, mainly Bamboo, procured under Purchase at Gate Scheme during 2014-15 was 2050 MT. Tissue culture Bamboo In view of the dwindling availability of Bamboo in the state resulted from gregarious flowering, your company has introduced a scheme to increase the Bamboo resource in the State. This scheme envisages promotion of cultivation of high yielding thorn-less Bamboo propagated through Tissue Culture method. About 50,000 plantlets were sold/distributed among farmers through organizations so far. Plantations using Tissue Culture Bamboo plantlets are being raised in HNL Compound every year in the available area. The balance plantlets are being multiplied again for next year planting programme and distribution. 2.3 Expansion cum Diversification Project (EDP) Earlier proposal for Expansion-cum-Diversification Project (EDP) could not be implemented due to steep increase in project cost and was kept in abeyance. Subsequently, it was planned to move ahead with EDP in a phased manner. In the first phase, it was decided to go for a 300 TPD Deinking Plant suitable for manufacture of Writing and Printing grade paper. M/s Tata Consulting Engineers Limited (TCE), Mumbai was appointed as the Project Management consultant for the project. They have done the techno-commercial evaluation of offers and submitted their final recommendation. Further process is stalled since the financial tie up and approval from GoI is still pending. 13 Since the new paper machine project was kept in abeyance, as a short term measure with low investment, two new proposals were mooted to grab the emerging market and for improved margin. Accordingly, it was decided to go for refurbishment of the existing paper machine to provide swing facility and for technology up-gradation and capacity enhancement of existing deinking plant to produce Writing & Printing grade pulp besides newsprint grade pulp. Necessary approvals are being obtained for these proposals. Through refurbishment of existing paper machine, it is envisaged production of Writing & Printing grade paper besides low grammage (upto 40 GSM) newsprint of better quality. The swing facility will provide flexibility to HNL to switch over to a product depending on the market demand and price. M/s SPB Projects and Consultancy Limited, Chennai has been appointed as Project Management Consultant for Paper Machine Refurbishment. They have already submitted the draft Request for Pre-Qualification (RPQ) documents and approval/financial tie up for the project is in progress. Through Upgradation of existing 100 TPD DIP, it is envisaged a capacity enhancement to 150 TPD and to produce Writing & Printing grade pulp besides newsprint grade to use in Paper Machine. The tender has been released for selecting a suitable bidder for the project. We have received three offers for the Upgradation of existing DIP to 150 MT per day. M/s TCE, Mumbai was appointed as the project management consultants and the evaluation of the techno-commercial bids were carried out by them along with HNL. The Performance Guarantee (PG) parameters were not acceptable to both the qualified bidders and M/s TCE, our consultants for the project finally recommended for the cancellation of the tender. The recommendation of TCE was agreed by HNL project team and finally approved by HNL board in the 136th meeting on June 29, 2015. An alternate proposal for a new DIP of suitable capacity is being worked out in consultation with TCE. With regard to the 80 MW power plant on BOOT basis, M/s aXYKno Capital Services, Nagpur was appointed for providing advisory services for selection of Developer. M/s Bhagavathi Ana Labs Pvt. Limited, Hyderabad was appointed as Environment Consultant for obtaining environment clearance for 80 MW coal based power plant. Discussions with M/s Power Trading Corporation (PTC) are in progress for implementation of the project. Regarding the development of land at Kochi & Vandiperiyar under joint venture with KTDC, they have informed their inability to proceed with the proposal at present. The proposal for sale of land also was ruled out considering the cumbersome process of obtaining permission from Cabinet. Alternatively, discussions are in progress with Canara Bank and other prospective parties to explore the possibility of leasing out the land at Kochi and Vandiperiyar. 2.4 Quality and Environmental Management System and OHSAS Certification Your company has been certified in Quality Management System under the standards ISO 9001:2008, Environmental Management System under ISO 14001:2004 and Occupational Health and Safety Assessment Series (OHSAS 18001:2007). The system continues to be in place with regular monitoring and surveillance audits conducted as per requirements of the Standards. Your Company has also met the majority of the action points as per Charter on Corporate Responsibility for Environmental Protection (CREP). 2.5 Human Resource Development As a visionary in development, your company has given great prominence to Human Resources Development (HRD) by imparting need based training, interceding internal or external resource persons. This develops the key competencies of the employees that enable them to perform current and future jobs through planned learning activities and enable them to manage change. 14 The growth and advancement needs of the employees for the fulfillment of the organization’s objectives have been factored into the HRM policies of the Company. Altogether, HNL has accomplished the task for the year under review by conducting 22 in-house training programmes in which 626 persons participated. In addition, the Company also conducted 13 External programmes where about 24 persons participated in various training institutions of repute. st FACTS AND FIGURES (1st April, 2014 to 31 March, 2015) : (a)Training Programmes Type of Trainings No. of Trainings Participants In House 22 626 External Programme 13 24 Topics No. of Programmes Participants Safety First Aid & Fire, Preparedness etc. 9 162 Energy Conservation / OHSAS & Environment Management System 8 121 (b)Awareness Programmes: (c) Apprenticeship Training (G.O.I/year) Topics No. of Apprentices as on 31/03/2015 Trade Apprentices 90 Diploma 14 VHSE 1 Graduates 32 (d) Educational institutions request Topics No. of Apprentices as on 31/03/2015 Vocational Training/Project Work/Short Term Training 131 Mill Visit- Students/Teachers - 15 2.6 Industrial Relations and Employee Welfare Measures As in earlier years, this year also the Company was very much successful in continuing the harmonious Industrial Relations. The participative work culture of the Company through constant interactions with the trade Unions and their representatives at a political levels together has facilitated in having a very healthy Industrial Relations and ensuing zero man days loss due to strike. The welfare measures offered to the employees and their dependants were also continued during the year. HNL as a socially responsible organization has been involved in various social activities like providing basic amenities like, drinking water, school facilities, free medical-check up to nearby villages and villages near the plantation areas etc. 2.7 Employee Participation in Management In order to inculcate a culture of participative management various committees like Works Committee, Safety Committee, Canteen Committee, Grievance Committee and bipartite participative forum like Shop Floor Councils and Plant Floor councils are functioning successfully. The Communication meeting between Unions and HoDs is also continued for better understanding. Also more emphasis is given to Health and Safety of employees with the OHSAS Certification, thereby improving Employees awareness in healthy food habits and life style. 2.8 Position of employment of members of SC/ST/OBC, etc. The position of Employment of the members of Scheduled Caste (SC)/ Scheduled Tribes (ST)/OBC/Ex service man and Persons with Disabilities (PWD) as on March 31, 2015 is as per Annexure III attached. 2.9 Position of Women employees: The particulars of women employees in the Company as on March 31,2015 are given in Annexure-IV attached. Disclosure under S.21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act 2013 is given inAnnexure - V. 2.10 Promotion of Official Language usage The Company continued to implement the Presidential Directives on implementation of the official Language (OL).As part of this, intensive training programmes, Official Language Month and periodical Workshop including High Level OL Workshop and Hindi Computer Training Programmes for the Employees/Officers of all categories were arranged. A number of competitions in Hindi were conducted and the winners were suitably awarded. In terms of excellent implementation of OL Rules/Policies of Government of India, the company has been awarded with prestigious Official Language Shield of Town Official Language Implementation Committee (TOLIC), Kottayam. In the joint OL competitions conducted by TOLIC, Kottayam, a number of employees and children of employees have been awarded with prizes. Employees of the Company as well as their children were awarded with cash prizes under different OL Incentive Schemes. The Company’s Website is already functioning in trilingual form i.e Malayalam, Hindi and English. Unicode is now being used in different departments. Besides this is in OL Section, work is done on Unicode based Computer. Web magazine e-Drishti is also coming out from time to time. The Company has taken utmost effort for proper and effective implementation of Annual Programme of the Department of Official Language, Ministry of HomeAffairs, Government of India. 16 2.11Assistance/Recognition from Government of Kerala Govt. of Kerala during 2010-11 had fixed rates of Raw materials like Acacia, Mangium and Flowered Bamboo at a reasonable level which were lesser than the rates of the previous year. Even though your Company had requested to retain the prices of 2010-11, during the year 2011-12 also there was some increase in the prices of Eucalyptus and Reed. Again higher rates were fixed for 2012-13 year for various raw materials. The price was further increased during 2013-14. Your Company has already requested the GoK to reduce the rates to the level of 2011-12. Govt. of Kerala have examined the matter in detail and issued orders to continue the prices notified for Eucalyptus, Reed and Bamboos for the year 2012-13 through 2013-14 also. The Government also extended support to your company by not increasing the price for Acacia and Mangium which are the major raw materials being collected during these two years. We have also requested to reduce the raw materials prices for 2014-15 and 2015-16. The Government have considered the request and have ordered to allow raw materials to the Company @ ` 1000/- per MT as an interim measure till the Expert Committee constituted to make recommendations on reduction of prices applicable to HNL are submitted. The reduced interim prices of ` 1000/-per MT for raw materials is being paid from May 2015 onwards. The State Government have also considered the company’s request to allot more forest land on lease basis for raising captive plantations in order to make available raw materials at lesser cost. 2.12 Vigilance Your company is committed to the highest ethical practices in all its activities. In order to maintain the values of ethics, probity, transparency and public accountability a multi pronged strategy is adopted in HNL which consists of preventive, deterrent and punitive measures. Various preventive vigilance action, routine and surprise inspection, surveillance were carried out including monitoring through Night Visits. Follow up action was taken with recommendations for systems improvements. To ensure a culture of honesty and transparency in the company, the guidelines of CVC on leveraging technology are adhered to. Tender documents and contracts finalized are uploaded on the company website regularly. Payments are made mostly through EFT/ RTGS. Various system improvements and preventive vigilance activities are undertaken to sensitize employees about corruption and measures to combat it in order to ensure probity and integrity in the organization so that the company can gain through greater transparency and optimal management of resources. Training programmes are conducted to sensitize the officials regarding probity and honesty. For participative vigilance management, stakeholders meeting were organized in the company. 2.13 Business Outlook World bank has projected 7.5% growth rate for India in the year 2015-16 and it could reach 8% in Financial Year 2017-18. International Monetary Fund has predicted that India is set to become the world’s fastest growing major economy by 2016. Even though newspaper industry continues to shrink in its most established markets, in China and in India it is growing well as consumption is spurred by rising level of literacy, expanding economies and growth in population. It is estimated that two countries combined will account for 57.3% of global average daily unit circulation print in 2019 up from 49.7% in 2014. The prospects of newspaper industry in India is considered to be bright especially on account of growth in Tier II and Tier III cities. CRISIL expects demand for newsprint to grow 9.5%-10.5% CAGR over the next 5 years – from 2.1 MTPA in 2012-13 to 3.5 MTPA in 2017-18. However due to import with the advantage of zero customs duties would put the domestics newsprint manufacturers under stress as happened in the past few years. 17 As paper industry is both energy-intensive and capital intensive, innovation to overcome the challenges will only drive the future of the industry. 3. DIVIDEND In view of loss incurred during the year under review and losses of earlier years, your Directors do not recommend any dividend during the year under review. 4. RESERVES Your Directors do not propose to carry any amount to reserves for the year under review. 5. DETAILS OF SUBSIDIARY / JOINT VENTURES /ASSOCIATE COMPANIES The company continues to be a subsidiary of Hindustan Paper Corporation Limited. The Company does not have any subsidiary or Joint Venture /Associate Companies. 6. DETAILS OF DEPOSITS The Company has neither accepted nor renewed any deposit under S.73 of the Companies Act, 2013 during the year under review. 7. CORPORATE GOVERNANCE Areport on Corporate Governance is attached asAnnexure II. 8. Corporate Social Responsibility Your Company, a premier Public Sector Undertaking has always given top priority for its obligation to the society and the people in need especially those residing in nearby villages with special emphasis for the surrounding areas of the mill. The Company continues its’ pursuit in making its presence in social, economical, infrastructural, educational, cultural activities etc., development for augmenting the quality of life of people in areas surrounding the mill and the society in general. However provisions of CompaniesAct 2013, relating to Corporate Social Responsibility are not applicable to the company. 9. Directors’Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. The 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 the loss of the company for that period; 3. 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 the assets of the company and for preventing and detecting fraud and other irregularities; 4. The directors had prepared the annual accounts on a going concern basis; and 5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18 10. EXTRACT OFANNUALRETURN The extractAnnual Return ( Form MGT 9) is attached asAnnexure VI to this report. 11. NUMBER OF MEETINGS OFTHE BOARD OF DIRECTORS The Board of Directors duly met 5 times during the financial year from 1st April 2014 to 31st March, 2015. The dates of the meetings are given elsewhere in this report in Report on Corporate Governance. 12. AUDITORS M/s. Ayyar & Cherian, Chartered Accountants, Post Box No.9, Keralapuram Buildings, Sreenivasa Ayyar Road,Kottayam, were appointed as Auditors of your Company for the year 2014-15 vide Lr.No.CA.V/COY/CENTRAL GOVERNMENT,HNEWSP(1)/57 dated 28/7/2014 by the Comptroller andAuditor General of India, Govt of India. 13. Comments of the Comptroller andAuditor General of India The comments of the Comptroller and Auditor General of India on the Accounts of the Company for the year ended 31st March 2015 are being given inAnnexure VIII forming part of this report. 14. Replies to Comments of the StatutoryAuditors Replies to comments of the StatutoryAuditors are given inAnnexure- VII of this report. 15. COSTAUDIT Ministry of Corporate Affairs has issued a notification on 30th June, 2014 wherein Paper Industry was excluded from maintaining cost records for cost audit for the Finance Year 2014-15 under Companies (Cost Records andAudit ) Rules, 2014. Ministry of Corporation Affairs vide notification dated 31st December, 2014 has included Paper Industry for maintaining Cost Records for Cost Audit from the Financial Year from the financial year 2015-16 onwards. The Board has approved appointment of M/s B V Subramaniam & Co, Cost Accountants as the CostAuditor of the company for the Finance Year 2015-16. 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER S.186 OF THE COMPANIESACT, 2013 The Company has not advanced any loans, provided any guarantee or made any investment under Section 186 of the CompaniesAct, 2013 during the period under review. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rules prescribed under Chapter XII relating to Meetings of Board and its Power as amended from time to time. 18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred during the period under review. 19 19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGAND OUTGO The particulars in respects of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given inAnnexure I. 20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY Your directors are addressing various risks impacting the Company on need basis. 21. CHANGES IN DIRECTORSAND KEY MANAGERIALPERSONNEL Details of changes in Directors and Key Manager Personnel have been provided elsewhere in this report in report on Corporation Governance. 22. VIGILMECHANISM As required under section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism for the directors and employees to report genuine concerns. It provides safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of theAudit Committee in exceptional cases. 23. SIGNIFICANTAND MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 24. PARTICULARS OF REMUNERATION During the financial year under review, the Company did not have any employee for the whole or part of the year who is receiving an aggregate remuneration of ` 60 lakhs per annum or ` 5 lakh per month. Therefore the particulars of the employees under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be treated as NIL. 25. ACKNOWLEDGMENT Your Directors wish to place on record their sincere appreciation of the dedicated and enthusiastic efforts of the employees at all levels for the smooth conduct of business operations of your Company. Your Directors acknowledge the guidance and assistance received from the Department of Heavy Industry, Ministry of HI&PE, Ministry of Environment & Forests, Govt. of India, the Govt. of Kerala and the Holding Company, Hindustan Paper Corporation Ltd, from time to time. Your Directors are also thankful to the Comptroller and Auditor General of India, the Statutory Auditors and the Cost Auditors for their valuable suggestions and guidance. Your Directors are also grateful to the Customers, Suppliers/Vendors and Bankers for their continued patronage and support. For and on behalf of the Board of Directors of Hindustan Newsprint Limited Chairman Place: Newsprint Nagar Date: 28th September 2015 20 ANNEXURE - I Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo under Section 134(3)(m) of the CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014 A CONSERVATION OF ENERGY I) ENERGY CONSERVATION SCHEMES COMPLETED DURING 2014-15 1. Replacement of Centac #1 Compressor unit with an energy efficient one. An approximate saving of about 500 units per day could be achieved through this. 2. Refiner operation in Stock Preparation area of Paper machine was optimized from 24 Hours to 18-20 Hours by enhancing the storage capacity of refined pulp and modifying the pipe lines. An average daily saving of about 2000 units could be achieved through this. 3. Usage of 5400 MT Wood fines and 100 MT of DIP/ETP Sludge (Process waste) as fuel in FBC boilers. An equivalent coal saving of about 4500 MT could be achieved. 4. Overhauling of Turbo generator #1 (15 mw) and other related components including condenser, cooling tower, ejectors etc. in line with the recommendations of the Central Power Research Institute. Coal consumption and the steam to coal ratio has been considerably improved through this. 5. Variable frequency drive was installed for 831-33A. A saving of about 5000 units per annum has been achieved through this. 6. Replacement of conventional motors with Energy efficient motors (4 Nos). An approximate saving of 0.20 Million KWHr could be achieved through this. ENERGY CONSERVATION SCHEMES TO BE IMPLEMENTED DURING 2015-16 1. Installation of 9 Nos of variable frequency drives in systems which could be run at reduced speeds in normal operation including CMP MC Pump, CMP HD Tower agitator, DM Booster etc. An energy saving to the tune of 1000000 units is being targeted through this. 2. Installation of a Bio Gas plant for the Company Guest House. 3. Replacement of conventional asbestos sheets in plant areas including the DIP Godown (20 Nos) with transparent sheets to enhance green lighting in some more areas. 4. Improvement of steam supply system by proper insulation of lines, arresting leakages and replacing faulty steam traps. 5. Replacement of Conventional motors with energy efficient motors as an ongoing scheme to improve energy efficiency. 6. Replacement of conventional street lights with energy efficient LED Lights. 7. Retrofitting of conventional Lighting fixtures in the Conference halls with latest LED Fittings. 21 CONSUMPTION PER UNIT OF PRODUCTION Production details Unit Norm 2014-15 2013-14 Production MT 110000 101986 103360 Electricity KWH/MT 1600 1685 1659 Furnace Oil Litre/MT 18.5 17.1 17.33 Coal MT/MT 1.42 1.36 1.45 C.V of Coal (ADB) Kcal/Kg 4200 4767 4566 Coconut shell/cashew shell MT/MT 0 NIL NIL Wood dust (MT) MT/MT 0 0.055 0.067 Clarifier Sludge MT/MT 0 0.0006 0.01 Water KL/MT 91 101 98 C.V of Coal (ARB) Kcal/Kg 4113 4029 Consumption per Unit Others ii) The steps taken by the company for utilizing alternative sources of energy. 1. Wood – fines generated from the chipper house has been used as alternate fuel in Boilers and Lime Kiln. An average of 10 – 15 MT is being consumed every day. In addition to this we are also using ETP/DIP sludge in the boilers. 2. A Bio Gas plant of 10 M3 is in operation at the Plant canteen which partially substitutes the usage of cooking gas. 3. We are also using solar PVs and Solar water heaters to enhance the usage of renewable sources. 4. Conventional asbestos sheets have been replaced with transparent sheets at many places in shop floors to reduce the use of electric energy during day time. iii) Capital Investment on energy conservation equipments. Tendering process is in progress to revamp the Power Boiler#2 to enhance its thermal efficiency 22 B TECHNOLOGY ABSORPTION i Efforts made toward technology absorption. Effect of mixing of Coal (imported + indigenous) and other solid fuels on thermal values Deinking effect on ageing of Old Newspapers and Magazines (ONP & OMG). ii Benefits derived like product improvement, cost reduction, product development or import substitution. The optimum blend of Indian and Imported coal is 50:50 ratio and with solid waste, about 65: 30: 5. Combination with solid waste and bio mass is necessary to reduce green house gases and to reduce land and water pollution. From the observations, it is seen that there is a Brightness Reduction of 2.7% on storage of ONP (Ind) for 9 months and 1.5% on storage of 75% ONO: 25% OMG for 9 months. The waste paper should be processed as early as possible, preferably within 4-6 months and should have weather protected storage facilities and shall be consumed on “first in first out” basis. iii In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Details of technology imported; Year of import; Whether the technology been fully absorbed If not fully absorbed, ares where adsorption has not taken place, and the reasons thereof. iv) 2014-15 (Rs.in lakhs) 2013-14 (Rs.in lakhs) 1.25 0 Recurring 51.54 55.82 Total 52.79 55.82 Total R&D Expenditure as % of total turnover 0.15% 0.16% FOREIGN EXCHANGE EARNINGS AND OUTGO 2014-15 2013-14 — — 3899.67 2596.31 Expenditure incurred on Research and Development Capital C NA Foreign exchange earnings Foreign exchange outgo 23 ANNEXURE -II REPORT ON CORPORATE GOVERNANCE Company’s philosophy on code of Governance The company’s philosophy on Corporate Governance envisages attainment of the highest level of transparency, accountability and equity in all facets of its operation and in all its interaction with its stakeholders, including share holders, employees, lenders and the Government. The company is committed to achieving and maintaining good standards of Corporate Governance. Composition of the Board The Board of HNL is structured in accordance with the Corporate Governance Guidelines for CPSEs and various office Memorandum issued by Department of Public Enterprises (DPE). Details of the composition of the Board of Directors, category of the Directors, their attendance at the Board meeting(s) andAnnual General Meeting, other Directorship held by them during FY 2014-15 are given below: Sl.No Name A 1 FUNCTIONAL DIRECTORS Sri.M.V.Narasimha Rao Chairman Sri.K.K.Suresh Kumar Managing Director Air Cmde Prodip Kumar Mukherjee VSM, Director (Finance) Sri.Ghanshyam Sharma, Director Finance (From 3.2.15) NOMINEE DIRECTORS Sri.S.N.Bhattacharyya Sri.S.K.Singh Sri.K.S.Srinivas IAS Sri.Sathyajeet Rajan IAS Sri.Arvind Kumar 2 3 4 B 1 2 3 4 5 Board Meeting (s) attended / held during tenure of Directors AGM attended 5/5 5/5 Yes 4/4 Yes 1/1 5/5 3/4 0/4 1/1 1/1 Changes in the Board of Directors and Key Managerial Personnel Sri.Ghanshyam Sharma [DIN: 07090008] was appointed as Director (Finance) vide letter no.PER-ET-01-C(566)/2014 dt.21.1.2015 of Hindustan Paper Corporation Limited (Holding Company) in place of Air Cmde P.K.Mukherjee [DIN 05223730], who retired on superannuation on 31.1.2015. Sri.Arvind Kumar [DIN: 06956955], Dy Secretary to Government of India was appointed as director vide letter no.HNL/SECTT/4.4 dt.2.2.2015 by Hindustan Paper Corporation Ltd in place of Sri.S.K.Singh [ DIN 02679637] who ceased to be a director vide letter no.8(1)/2015-PE VII dt.30.1.2015 of Department of Heavy Industry, Government of India. 24 Sri.Satyajeet Rajan IAS,[DIN: 01917990] Principal Secretary Industries Department was appointed as director vide letter no.HNL/SECTT/4.4 dt.24.2.2015 of Hindustan Paper Corporation Ltd in place of Sri.K.S.Srinivas IAS who ceased to be a director vide Government of Kerala order no.GO(Rt) 72/2015/ID dt.21.1.2015. Sri.Ajith John was appointed as Company Secretary w.e.f. 1.11.2014 in place of Sri.L.R.Eknath who retired on superannuation on 31.10.2014. Remuneration of Directors Details of Remuneration paid to Functional Directors during the year 2014-15 are under: Particulars 2014-15 (`.) Salary & Allowances 3348801.00 Value of perquisites 287953.00 Total 3636754.00 Part-time Non-official (Independent) Director(s) Part-time Non-official Directors do not have any material pecuniary relationship or transaction with the Company and its Management. They do not receive any remuneration/commission except Sitting Fee(s) payment of which is made pursuant to Clause 118A of the Articles of Association of the Company at the rate approved by the Board. An amount of `1,36,000.00 was paid to independent directors toward fee for attending board and committee meetings. Meetings of the Board The Board of Directors of your Company held five meetings on June 27, 2014, August 26, 2014, September 23, 2014, December 24, 2014 and March 31, 2015 during the year under review. Audit Committee Audit Committee consists of following members Sri. Prakash P.Mugida, Director - Chairman Sri. Guljit Kapur - Member Sri. S.N.Bhattacharyya - Member Audit Committee held five meetings on June 26, 2014, August 25, 2014, September 4, 2014, September 23, 2014 and October 29, 2014. Annual General Meetings AGM for FY ended Date and Time ofAGM Venue 28thAGM- 2010-11 September 21, 2011: 1030 hours Registered office 29thAGM- 2011-12 November 06, 2012: 1200 hours -do- 30thAGM- 2012-13 September 30,2013 : 1600 hours -do- 31stAGM 2013-14 November 22, 2014 : 1200 hours -do- 25 ANNEXURE-III Position regarding employment of Scheduled Castes/ Scheduled Tribes, Ex-Servicemen/OBC etc. as on 31.3.2015. Representation of SCs/STs/OBCs in the service of HNL. Group Total No. of Employees No. of SCs % No. of STs % No. of OBC % A 120 4 3.33% 0 0% 22 18.33% B 55 2 3.63% 1 1.81% 09 16.36% C 379 21 5.54% 1 0.26% 107 28.23% D 86 17 19.76% 0 0% 43 50% Representation of Ex-Servicemen in the service of HNL. Group Total No. of posts filled up A Disabled Ex-servicemen % Dependent of Ex-Servicemen killed in action % Other Ex-Servicemen % 120 - - - - 1 0.83% B 55 - - - - 0 0% C 379 - - - - 6 1.58% D 86 - - - - 1 1.16% Representation of Physically Handicapped persons in the service of HNL. Total No. of Employees No. of Physically Challenged A 120 2 B 55 0 C&D 465 8 Group 26 Category of Physically Challenged Orthopaedically disabled 2 Deaf 6 Orthopaedically disabled ANNEXURE – IV Representation of Female Employees in the service of HNL as on 31.3.2015 Pay Scale EXECUTIVES 75000-90000 65000-75000 43200-66000 36600-62000 32900-58000 29100-54500 24900-50500 20600-46500 16400-40500 ET- 16400-40500 Sub Total B. SUPERVISORS 16400-40500 12600-32500 11500-29600 SUT- 11500-29600 Sub Total C. WORKMEN 12600-32500 12600-32500 11500-29600 10700-27600 10000-25200 9500-24000 8900-22000 8500-20500 8200-19800 7900-18100 7700-17200 7500-16500 Sub Total GRAND TOTAL Total No. of Employees 1 1 0 10 32 10 13 19 34 0 120 No. of Female Employees 0 0 0 0 8 1 0 5 6 0 20 Percentage 1 29 25 0 55 0 1 4 0 5 0 3.44% 16% 0% 9.09% 3 53 136 59 43 21 20 22 22 82 3 1 465 640 1 6 16 8 0 3 2 6 3 1 0 0 46 71 33.33% 11.32% 11.76% 13.55% 0% 14.28% 10% 27.27% 13.63% 1.21% 0 0 9.89% 11.09% 27 0 0 0 0 25% 10% 0% 26.31% 17.64% 0% 16.66%