SPECIALITY PAPERS LIMITED - Bombay Stock …...Bhakti Ashish Thakkar : Member REGISTERED OFFICE LISTED AT Village Morai, National Highway No.8, Vapi, Dist. Valsad, Gujarat-396191 Tel

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SPECIALITY PAPERS LIMITED

58th

ANNUAL REPORT

CORPORATE INFORMATION

BOARD COMMITTEE

Nemchand Jethalal Gala : Managing Director

Dayaram R. Sharma : Non-Executive Non Independent Director

Tanil M. Shah : Non-Executive Independent Director

Bhakti Ashish Thakkar : Woman Independent Director

AUDIT COMMITTEE

Tanil Mafatlal Shah : Chairman

Nemchand Jethala Gala : Member

Bhakti Ashish Thakkar : Member

SHAREHOLDERS / INVESTOR GRIEVANCE COMMITTEE

Dayaram Ramdular Sharma : Chairman

Tanil Mafatlal Shah : Member


NOMINATION AND REMUNERATION COMMITTEE

Tanil Mafatlal Shah : Chairman

Nemchand Jethalal Gala : Member


REGISTERED OFFICE LISTED AT

Village Morai, National Highway No.8,

Vapi, Dist. Valsad, Gujarat-396191 Tel No: 260 2437159/60

Email Id :- [email protected]

Web Site :- www.specialitypapersltd.com

BSE Limited

AUDITORS COMPANY SECRETARY & COMPLIANCE OFFICER

Agarwal Sanganeria & Co.

Chartered Accountants

208, Maker Bhavan-3,Behind Aaykar Bhavan, 21

New Marine Lines, Mumbai-400020.

Preeti Agarwal

.

REGISTRAR SHARE TRANSFER AGENT BANKERS

Big Share Services Private Limited

E-2/3, Ansa Industrial Estate, Sakivihar Road,

Saki Naka, Andheri (East), Mumbai-400072

Canara Bank-Kakad Market Branch

mailto:[email protected]

http://www.specialitypapersltd.com/


ANNUAL REPORT 2018-19

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CONTENTS

Sr. No. Particulars Page No.

1. Notice 4

2. Management Discussion and Analysis Report 12

3. Directors’ Report 16

4. Annexure to Director’s Report (MGT-9) 22

5. Corporate Governance Report 35

6. Secretarial Audit Report 54

7. Auditors’ Report 58

8. Balance Sheet 68

9. Profit & Loss account 70

10. Cash Flow 73

11. Notes to Accounts 84

12. Attendance Slip 89

13. Proxy Form 90

14. Ballot Form 91

15. Route map to the Venue 92



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NOTICE

NOTICE is hereby given that the 58th Annual General Meeting of Members of SPECIALITY

PAPERS LIMITED will be held at the registered office of the company situated at National

Highway No. 8, Village Morai, Vapi,P O Box 7, Valsad, Gujarat- 396191 on August 22nd ,

2019, Thursday at 11:00 am to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2019 and the

Profit and Loss Account for the year ended on that date together with the Schedules thereon,

along with the Reports of the Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as

an Ordinary Resolution

“RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2019 including the Audited Balance Sheet as at March 31, 2019 and Statement of Profit

& Loss for the year ended on that date and the Reports of the Board of Directors and Auditors of

the Company for the financial year ended March 31, 2019 along with all annexures as laid before

this Annual General Meeting be and are hereby received, considered and adopted.”

2. To appoint a Director in place of Mr. Dayaram Ramdular Sharma Jain (DIN: 07870766),

who retires by rotation and being eligible offered himself for re-appointment.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as

an Ordinary Resolution

"RESOLVED THAT Mr. Dayaram Ramdular Sharma Jain, (DIN: 07870766) who retires by

rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company

and that his period of office be liable to determination by retirement of Directors by rotation.”

SPECIAL BUSINESS

1. REGULARISATION OF ADDITIONAL DIRECTOR, MR. HIREN BORICHA BY

APPOINTING HIM AS MANAGING DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following

Resolution(s) as Ordinary Resolution(s):

“RESOLVED THAT, Mr. Hiren Boricha (DIN- 08466784), who was appointed as an Additional

Director with effect from 6th June, 2019 on the Board of Directors of the Company in terms of

Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual

General Meeting, be and is hereby appointed as an Managing Director of the Company.



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RESOLVED FURTHER THAT, the Board of Directors of the Company be and are hereby

severally authorized to sign the requisite forms / documents and to do all such acts, deeds

and things and execute all such documents, instruments and writings as may be required to give

effect to the aforesaid resolution.”

Notes:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE GENERAL MEETING IS

ENTITLED TO APPOINT A PROXY, WHO NEED NOT BE A MEMBER, TO ATTEND

AND VOTE ON POLL ON BEHALF OF HIMSELF/ HERSELF. The instrument appointing

the Proxy, in order to be effective, should be duly completed and deposited at the Registered

Office of the Company, not less than 48 (forty eight) hours before the commencement of the

Meeting. A proxy form for the Annual General Meeting (AGM) is enclosed.

A person can act as a proxy on behalf of the Members not exceeding fifty and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting

rights. A Member holding more than 10% of the total share capital of the Company carrying

voting rights may appoint a single person as a proxy and such person shall not act as a proxy for

any other person or Member. Proxies submitted on behalf of limited companies, societies, etc.

must be supported by valid and effective resolution/ authority, as applicable.

The register of Members and the Share Transfer Books of the Company will remain

closed from Friday, 16th August, 2019 to Thursday, 22nd August, 2019 (both days inclusive)

for the purpose of the 58th Annual General Meeting of the Company to be held on 22nd August

2019.

1. Electronic copy of the 58th Annual Report 2018-19, inter alia, indicating the process and

manner of e-voting along with Attendance Slip and Proxy Form is being sent to

all the members whose email IDs are registered with the Company/ Depository

Participant(s) for communication purposes unless any member has requested for a hard

copy of the same. For members who have not registered their email address, physical

copies of the Notice of the 58th Annual Report 2018- 19, inter alia, indicating the

process and manner of e-voting along with Attendance Slip and Proxy Form is being

sent in the physical mode.

2. Members are requested to :-

a. Write to the Company at least 7 days before the date of the meeting, in case they

desire any information as regards the Audited Accounts for the financial year

ended 31st March 2019, so as to enable the Company to keep the information

ready.

b. Bring their copy of annual report, attendance slip and their photo identity

proof at the Annual General Meeting.

c. Intimate to the Registrar & Transfer Agent (R&TA) of the Company

immediately, about any change in their address, where the shares are held in

electronic form, such change is to be informed to the Depository Par

d. ticipant(DP) and not to the company /R&TA.



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e. Quote Registered Folio No. or DP ID/Client ID no. in all their correspondence.

f. Approach the R&TA of the Company for consolidation of folios.

g. Avail of Nomination facility by filing in and forwarding the nomination form to the R&TA,

if not already done.

h. Send all share transfer lodgments (physical mode)/ correspondence to the R&TA of the

Company, M/s. Big Share Services Pvt Ltd up to the date of book closure.

3. Corporate Members are requested to forward a certified copy of the Board Resolution

authorizing. their representatives to attend and vote at the Annual General Meeting.

4. The Company has listed its shares on the BSE Limited.

5. All the documents referred to in the Notice are open for inspection at the Registered Office of the

Company between 12:00 p.m. to 4:00 p.m. on all working days except Saturdays, Sundays and

Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.

6. The Company is supporting “Green Initiative in Corporate Governance”, a step taken by

the Ministry of Corporate Affairs wherein the service of various documents including

Notice, Directors’ Report, Annual Accounts and various correspondences by a Company can be made through electronic mode which shall also be in compliance with the

provisions of Section 20 of the Companies Act, 2013.Supporting this initiative the

Company sends its Annual Report to the members whose email ids are available in

electronic form. To support this initiative in full measure, Members who have not

registered their email address with the Depository through their concerned Depository

Participants (DPs) are requested to register the same with their DPs. Members who hold

shares in physical form are requested to register their email address with Big Share

Services Pvt Ltd.

In case you desire to receive the documents mentioned above in physical form or register

or change your email address, you are requested to send an e-mail to

[email protected]

7. In terms of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and

Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the

Company has made arrangement to its members to exercise their right to vote at Annual General

Meeting by electronic means.

8. The members shall note that the facility for voting shall also be provided at the meeting through

poll paper and the members attending the meeting who have not cast their vote by remote e-

voting shall be able to exercise their voting rights at the meeting. If the members have already

cast their vote by remote e-voting prior to the meeting they may attend the meeting but shall not

be entitled to cast their vote again and his vote, if any, cast at the meeting shall be treated as

invalid.

The instructions for members for voting electronically are as under:-



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(i) The voting period begins Monday, 19th August 2019 at 11:00 a.m. and ends on

Wednesday, 21st August 2019 at 5:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-

off date (record date) of 16th August 2019 may cast their vote electronically. The e-

voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and

Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued

by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

Members who have not updated their

PAN with the Company/Depository Participant are

requested to use the first two letters of their name

and the 8 digits of the sequence number in the PAN

field.

In case the sequence number is l ess than 8

d ig i t s enter the applicable number of 0’s before

the number after the first two characters of the name

in CAPITAL letters. Eg. If your name is Ramesh

Kumar with sequence number

1 then enter RA00000001 in the PAN field.



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(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will now reach

‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be

also used by the demat holders for voting for resolutions of any other company on

which they are eligible to vote, provided that company opts for e-voting through

CDSL platform. It is strongly recommended not to share your password with any

other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-

voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <SPECIALITY PAPERS LIMITED> on

which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies

that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on

“OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

Dividend

Bank

Details

OR Date

of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth

(in dd/mm/yyyy format) as recorded in your demat

account or in the company records in order to login.

If both the details are not recorded with

the depository or company please enter the

member id / folio number in the Dividend Bank

details field as mentioned in instruction (v).



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(xvii) If a demat account holder has forgotten the login password then Enter the User ID

and the image verification code and click on Forgot Password & enter the details

as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available

for android based mobiles. The m-Voting app can be downloaded from Google Play

Store. Apple and Windows phone users can download the app from the App Store

and the Windows Phone Store respectively. Please follow the instructions as

prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselves

as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the

admin login and password. The Compliance User would be able to link the

account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to

[email protected] and on approval of the accounts they would be

able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format

in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the

Frequently Asked Questions (“FAQs”) and e-voting manual available at

www.evotingindia.com, under help section or write an email to

[email protected].

11. The voting rights of shareholders shall be in proportion to their shares of the paid

up equity share capital of the Company as on the cut-off date (record date) of 16th

August 2019.

12. M/s Jaymin Modi & Co. Company Secretaries (Membership No. ACS 44248) has

been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and

transparent manner (Including the ballot form received from the members who do

not have access to e-voting process) in a fair and transparent manner.

13. The Scrutinizer shall immediately after the conclusion of voting at the general

meeting, first count the votes cast at the meeting and thereafter unblock the votes

cast through e- voting in the presence of at least two (2) witnesses not in the

employment of the Company and make, within a period not exceeding three (3)

days from the conclusion of the meeting a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, or invalid votes in connection with the



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resolution(s) mentioned in the notice of the meeting and same forthwith to the

chairman of the company.

14. The Results of E-voting shall be declared at the AGM of the Company and the

results along with Scrutinizer’s report shall be placed on the website of the

Company thereafter and shall also be communicated to the Stock Exchanges. The

Resolutions shall be deemed to be passed, if approved, on the date of AGM.

15. In case you have any queries or issues regarding e-voting, you may refer the

Frequently Asked Questions (“FAQs”) and e-voting manual available at

www.evotingindia.com, under help section or write an email to

[email protected]

Regards,

e- voting support desk

Central Depository Securities Limited

By Order of the Board of Directors For Speciality Papers Limited

Preeti Agarwal

(Company Secretary & Compliance Officer)

Date: 27.07.2019

Place: Gujarat



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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM NO. 3

Mr. Hiren Boricha (DIN- 08466784) was appointed as an Additional

Director of the Company with effect from 6th June, 2019, in accordance with the

provisions of Section 161 of the Companies Act, 2013, read with the Articles of

Association of the Company. Pursuant to Section 161 of the Companies Act, 2013,

the above director holds office only up to the date of the ensuing Annual General

Meeting of the Company.

Mr. Hiren Boricha is not disqualified from being appointed as Director in terms of

Section164 of Companies Act, 2013 and has given his consent to act as Director.

The Board is of the view that the appointment of Mr. Hiren Boricha as Managing

Director is desirable and would be beneficial to the Company and hence it

recommends the said Resolution No. 3 for approval by the members of the

Company.

None of the Directors/Key Managerial Personnel of the Company/their relatives,

except Mr. Hiren Boricha himself, is in any way concerned or interested, in the said

resolution. The Board recommends the said resolution to be passed as an ordinary

resolution.



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MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis (MDA) is a report which enables the investors to see the company

“through the eyes of Management”

MDA provides material, historical and Prospective disclosure that enables the Investors and other user of

information to access the financial condition, change in financial condition and result of operations of

public Company, especially the company’s Prospectus for the future.

MISSION:

The mission of Speciality Papers Limited is to provide all customers with Quality product and better

services that regularly fulfill their expectations, to optimize all the efforts of the Team in the business of

manufacturing and trading of Speciality paper with due consideration towards quality maintenance and

ultimate capacity utilization of production for regular flow of supply.

OBJECTIVE:

To be a Quality Leader and Low Cost Operator in the Industry, while persisting environment re-spacing

by way of use of recycled paper and to provide maximum benefit to the clients as well

FUTURE OUTLOOK:

The paper industry's challenges would offer opportunities for the best integrated mills with the ability to

produce high quality products at the most competitive prices. Vertically integrated producers with the

latest technology would be able to offer the best quality products while containing their costs. Improved

processes and cost controls would facilitate margins and manage competitive pressures.

It’s given in Detailed in Board’s Report.

COMPANY BUSINESS:

Speciality Papers Limited is a manufacturer of paper and paper related products established in 1961,

Company is focused on reducing the cost and increasing the sales and profitability. Company has plans to

perk up production facilities to

Improve the overall in the Quality of the papers to the international standard.

Increase the speed of the machinery to obtain the more product

Technology makes tasks easier, quicker, more efficient, and better.

OPPORTUNITIES:

There is ample opportunity for the Company for Product Development and Growth in the Markets across

India in the years to come. Further the Company is looking forward to employ various plans to expand its

business activities.

The Major factors determining the opportunities are as follows:

Strong economic growth forecast

Increased literacy

Increased government spending on Education



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Population and Media Growth

Changing Demographics

Increase in advertising

International grade quality etc.

This said growth derives augment the demand for paper industry in India.

THREATS:

The Economic Environment is subject to the threats. Where there are ample of opportunities, there are

bound to be certain threats attached to it. Company may come across certain threats in the future in the

Market for the Product due to following factors:

Increasing imports of low priced paper products from countries like china, Indonesia.

Increasing competitive pressures from un-organized sector.

Foreign exchange currency fluctuations impact the imported raw material prices.

The Company participates and operates in varied environments, both politically and geographically, where

exploration, production and development is more challenging technologically, operationally and

financially. While the strengthening of rupee gives comfort on purchase of assets, it adversely affects the

earnings in rupee terms. In the projects and countries where your Company has large investments, the

risks and losses due to expropriation, change in fiscal regime, additional taxes and increase in Government

share or restrictions on exports.

The Company is well prepared to take the challenges in the market and further if required mitigate the

risk. The Proper Internal Control System are employed throughout the Company to facilitate disciplined

working and transparent activities.

SEGMENT- WISE OR PRODUCT WISE PERFORMANCE:

The Company has only one business segment i.e. Paper and hence segment wise or product wise

performance is not given.

HUMAN RESOURCE:

Human resources continue to be a valuable and intangible asset and key success factor for the Company

to grow and sustain its market position in a highly competitive and challenging environment. Company

believes that people are the pivotal force behind the growth and excellence in business operations. The

overall performance and the market position, the Company enjoys is the result of the aggregate strength

of its people.

The Company during the year has specially focused on to developmental activities comprising of

sharpening of skills and abilities, developing academic and professional knowledge and cultivating

appropriate behavioral skill sets, such as improving interpersonal relations, team building abilities,

effective communication and presentation skills. Focus on developing leadership skills and building talent

for the future and the process of improving organizational and human capability through competency

mapping of managerial positions in all areas of the company’s operations, continued as a major initiative.

The Company is committed to provide the right environment to its employees to work and to inculcate a

sense of ownership and pride.



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Internal Controls:

The company’s Internal Control systems are commensurate with the nature and size of its operations.

Review of Internal Control systems covers following aspects:

Financial propriety of business transactions.

Accurate financial reporting of transactions as per applicable Accounting Standards and policies.

Safeguarding assets of the company.

procedures and policies.

gest ways and means of

cost optimization.

Internal and Statutory Auditors to be assured of the Operations of the internal controls.

Health, Safety And Environment:

The Company is giving due importance to safety, health and environment related issues. The employees

are educated and trained to improve awareness and skills in their respective areas of operations.

Cautionary Statement:

Statements in this report on Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions

and expectations of future events. Actual results could differ materially from those expressed or implied.

Important factors that could make a difference to the Company’s operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability, changes in

Government regulations, tax regimes, economic developments within India and other factors such as

litigation and industrial relations. The Company assumes no responsibility to publicly amend, modify or

revise any forward looking statements, on the basis of any subsequent developments, information or

events.

MANAGING DIRECTOR CERTIFICATION

I, Mr. Nemchand Gala, Managing Director of the Company hereby certify that:

a. I have reviewed the financial statements and Cash flow statement for the year ended 31st March,

2019 and to the best of my knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or

contains statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

b. To the best of my knowledge and belief, no transactions entered into by the Company during the

year ended 31st March, 2019 are fraudulent, illegal or violative of the Company’s code of conduct.



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c. I accept responsibility for establishing and maintaining internal controls for financing reporting and

I have evaluated the effectiveness of internal control system of the Company pertaining to financial

reporting. Deficiencies in the design or operation of such internal controls, if any, of which I am

aware have been disclosed to the auditors and the Audit Committee and steps have been taken to

rectify these deficiencies;

i) There has not been any significant change in internal control over financial reporting during the

year under reference;

ii) There has not been any significant change in Accounting policies during the year; and

iii) Instances of significant fraud, if any of which we have become aware, and involvement therein, if

any, of the management or an employee having a significant role in Companies internal control

system over financial reporting shall be disclosed.

For Speciality Papers Limited

Sd/-

Place: Mumbai TANIL M. SHAH

Date: 04/06/2019 DIRECTOR



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Directors' Report

To,

The Members,

Your Directors have pleasure in presenting the 58th Annual Report together with audited statement of

accounts of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2019 is summarized below:-

Particulars 2018-19 2017-18

Total Income 1715.65 387.37

Total Expenses 1757.37 1058.12

Profit/(Loss) before Tax (41.72) (670.75)

Less: Tax expense (350.10) (710.90)

Profit/ (Loss) after tax 308.39 40.15

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16,

2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind

AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013,

read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from

April 1, 2017. Accordingly these accounts have been prepared as per Ind AS. The areas which had an

impact on account of transition to Ind AS have been reported in the notes to the financial statements.

OPERATIONAL PERFORMANCE

• Total income of your Company aggregated to Rs. 1715.65 Lakhs as compared to Rs.387.37 Lakhs

of previous year.

The Profit after Tax (PBT) of Rs. 308.39 Lakhs (Previous Year: Rs 40.15 Lakhs). The PBT for current

year recorded a growth of over last year.

DIVIDEND

In view of the accumulated losses, the Board of Directors do not recommend any Dividend on the Equity

share.



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OUTLOOK FOR FINANCIAL YEAR 2018-19 AND BEYOND

We are fully convinced that the Indian economy is now placed at an exciting cusp. Our Company is also

poised for the next leap to take full advantage of the emerging opportunities. We rededicate ourselves to

enhancing and enriching our environment and value for all our stakeholders with an even greater resolve.

We are grateful for your valuable support and look forward to your continued encouragement in this

exciting journey. As plastic have been banned by many states across India and alternative to plastic, Paper

business is going to benefit the most from this. To take advantage of this we plan to meet various

governments’ officials and minsters for making them aware of uses of eco- friendly papers in routine use.

We believe in coming years Paper business is going to do really good and are hopeful that various state

governments will make a policy for uses of eco-friendly papers in their respective states.

We are taking following steps to increase companies is business and profitability:-

a. Installation of tissue conversion machinery

b. Import & Export of Paper & Tissues

c. Manufacturing of Electrical Grade Insulating Paper which is also eco-friendly paper.

d. Our trading business is doing good and we plan to grow in this segment manifold. We plan to hire

many top level personals in sales & marketing department to increase the business.

Our Company is planning to do business project in an effective manner the details are given below:

To work out to implement other new emerging technologies for the benefits of Paper industry. We are

planning to deal into one technical paper on Tissue technology in forth coming which will be conversion

of paper into tissue that will be trade in products mentioned below:

• Food Grade Paper & Paper Packaging

• Electrical Grade Insulating Paper

Import and Export of Products.

We are fully convinced that the Indian economy is now placed at an exciting cusp. Our Company is also

poised for the next leap to take full advantage of the emerging opportunities. We rededicate ourselves to

enhancing and enriching our environment and value for all our stakeholders with an even greater resolve.

We are grateful for your valuable support and look forward to your continued encouragement in this

exciting journey.

DIRECTORS AND KEY MANAGENARIAL PERSONNEL:

DURING THE FINANCIAL YEAR UNDER REVIEW:

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 SEBI (LODR), 2015.

Mr. Dayaram Ramdular Sharma Jain is being proposed to be reappointed as a Director liable to retire by

rotation upon the notice received in writing signifying her intention to propose the said director as

candidate for the Office of Directors.

Mr. Hiren Boricha is being appointed as Additional Director of the company and also designated as Non-

Executive Director on 06th June, 2019.



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Mr. Tanil Mafatlal Shah is being appointed as Additional Director of the company and also designated as

Non- Executive Director on 11th June, 2018.

Mrs. Bhakti Jayesh Thakkar is being appointed as Additional Director of the company and also designated

as Non- Executive Director on 11th June, 2018.

Miss CS Preeti Agarwal as Company Secretary cum Compliance Officer on 23th April, 2019.

INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the

provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in

section 149(6).

STATUTORY AUDITORS:

During the year, Agarwal Sanganeria & 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- appointment if made,

would be in accordance with the provisions of section 139(2) and section 142(1) of the Companies Act,

2013.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has internal control systems commensurate with the size, scale and complexity of its

business operations. The scope and functions of internal auditor are defined and reviewed by the Audit

committee. The internal auditor reports to the Chairman of the Audit Committee. Internal Auditors

presents their quarterly report to the Audit Committee, highlighting various observations, system and

procedure lapses and corrective actions are taken. The internal auditor also assesses opportunities for

improvement of business processes, systems and controls, to provide recommendations, which can add

value to the organization and it also follows up on the implementation of corrective actions and processes.

The Management Auditor also ensures the compliance of the observations of internal and statutory

auditors and presents his report to the Audit Committee.

MEETINGS OF BOARD AND COMMITTEES OF THE BOARD

During the financial year under review, Nine (9) Meetings of Board; Four (4) Meetings of Audit

Committee; Four (4) Stakeholders Relationship Committee ; One (1) Meetings of Nomination &

Remuneration Committee.

Board/ Committee Meeting dates:

Board Meetings 2018: 30th May, 11th June, 13th August, 19th

September,

13th October, 30th October, 26th November

2019: 14th February, 30th March.

Audit Committee Meetings 2018: 30th May, 11th June,19th September, 8th

October,



19

2019 : 1st February,

Stakeholders Relationship Committee 2018: 30th May, 11th June, 13th August, 11th

October

2019: 1st February,.

Nomination & Remuneration Committee 2018: 30th May, 11th June,19th September, 11th

October,

2019 : 2nd February,

Risk Management Committee 2018: 30th May, 11th June, 13th August,

2019: 2nd February 2019

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 134 (3) (c) and 134 (5) of Companies Act 2013, for the year ended 31st March 2019,

based on controls and compliance systems established and maintained by Company, reports by internal,

statutory, cost and secretarial auditors and external consultant(s); reviews performed by management and

relevant Board Committees, including Audit Committee, Board is of opinion that your Company’s controls were adequate and effective during financial year 2018-19. Accordingly, Board of Directors, to

the best of their knowledge and ability confirm that:

(a) In preparation of annual accounts applicable accounting standards have been followed and that

there are no material departures;

(b) In selection of accounting policies, Directors have consulted statutory auditors and have applied

policies consistently, made judgments and estimates that are reasonable and prudent so as to give

a true and fair view of state of affairs of Company at the end of financial year and of the profit of

Company for that period;

(c) Directors have taken proper and sufficient care, to the best of their knowledge and ability, for

maintenance of adequate accounting records in accordance with provisions of Companies Act 2013,

for safeguarding the assets of Company and for preventing, detecting fraud and other irregularities;

(d) Directors have prepared annual accounts on a going concern basis;

(e) Directors had laid down Internal Financial Controls (IFC) to be followed by the Company and that

such internal financial controls are adequate and were operating effectively ;and

(f) Directors have devised proper systems to ensure compliance with provisions of all applicable laws

and that such systems were adequate and operating effectively.

MANAGING DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the SEBI (LODR), 2015 is annexed and forming

part of the Annual Report.

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 5 of 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.



20

RELATED PARTY TRANSACTIONS :

All transactions entered by the Company during the financial year with related parties were in the ordinary

course of business and on an arm’s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of

the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as

approved by the Board and Disclosures on related party transactions are set out in Note No. 26 to the

financial statements.

AUDIT COMMITTEE:

According to the provisions of Section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies

(Meetings of Board and its powers) Rules, 2014 and Regulation 18 of SEBI (LODR), 2015 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.

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 SEBI (LODR), 2015 to deal with instances of 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 framed a policy



21

for selection and appointment of Directors, Senior Management and their remuneration. Extract 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 of

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 any women employee.

A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee

for implementation of said policy is under review and consideration.

ACKNOWLEDGEMENT:

Your Company has not been able to perform 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 their

dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

FOR SPECIALITY PAPERS LTD

Sd/-

Place: Mumbai TANIL M. SHAH

Date: 27.07.2019 Director



22

Annexure - A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

Sr.

No.

Particulars Details

1. CIN L21012GJ196PLC001073

2. Registration Date July 18, 1961

3. Name of the Company SPECIALITY PAPERS LIMITED

4. Category / Sub-Category of the Company Public Company

5. Address of the Registered office and

contact details

MORAINATIONAL HIGHWAY VAPI VALSAD

GJ 396191 IN

6. Whether listed company Yes

7. Name, Address and Contact details of

Registrar and Transfer Agent: BIGSHARE SERVICES PVT. LTD,

1ST FLOOR, BHARAT TIN WORKS, OPP.

VASANT OSIS, MAKWANA ROAD, ANDHERI

EAST, MUMBAI.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be

stated:-

Sr.

No.

Name and Description of main

products / services

NIC Code of the

Product/ service

% to total

turnover of the

Company 1. PAPER & PAPER PRODUCTS - 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr. No. Name and

address of

CIN/GLN Holding

/Subsidiary/Associate

% Shares

Held

Applicable

Section



23

the

company 1 Nil Nil Nil Nil Nil

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category of

Shareholders

No. of Shares held at the beginning of the year

31-03-2018

No. of Shares held at the end of the year

31-03-2019

% of

Change

during

the year

Demat Physical Total % of

Total

Demat Physical Total % of

Total

A. Promoters

(1) Indian

(g) Individuals/ 0 0 0 0 0 0 0 0

Jay N Gala 15620100 0 15620100 10.00 15620100 0 1562010 10.00 0

Nemchand J Gala 4518865 0 4518865 2.89 4518865 0 4518865 2.89 0

Urmilaben N Gala 1091133 0 1091133 0.69 1091133 0 1091133 0.69 0

Lakhamshi J Gala 20500 0 20500 0.01 20500 0 20500 0.01 0

21250598 0 21250598 13.61 21250598 0 21250598 13.61 0

Sub Total (A)(1):- 21250598 0 21250598 13.61 21250598 0 21250598 13.61 0

(2) Foreign

(a) NRI Individuals 0 0 0 0.00 0 0 0 0.00 0

(b) Other 0

(c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0

(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0

(e) Any Other....

Sub Total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0

Total shareholding

of (Promoter (A) =

(A)(1)+(A)(2)

21250598 0 21250598 13.61 21250598 0 21250598 13.61 0

B. Public

(1) Institutions

(a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0

(b) Banks FI 0 100 100 0.00 0 100 100 0.00 0

(c) Central Govt 0 0 0 0.00 0 0 0 0.00 0

(d) State Govet(s) 0 0 0 0.00 0 0 0 0.00 0

(e) Venture Capital 0 0 0 0.00 0 0 0 0.00 0

(f) Insurance 0 0 0 0.00 0 0 0 0.00 0

(g) FIIs 0 0 0 0.00 0 0 0 0.00 0



24

(h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0

(i)Others (specify)

Sub-total (B)(1):- 0 100 100 0.00 0 100 100 0.00 0

(2) Non-Institutions

(a) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0

(i) Indian 0 0 0 0.00 0 0 0 0.00 0

(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0

(b) Individuals

(i)Individual

shareholders holding

nominal share

capital up to Rs. 1

7285464 141216 7426680 4.76 7377640 142086 7519726 4.82 0.06

(ii)Individual

shareholders holding

nominal share capital

in excess of Rs 1

34088434 4588460 38676894 24.77 32204366 4588460 36792826 23.56 (1.21)

Others 0 0 0 0 0 0 0 0 0

Bodies Corporate 62900275 17000150 79900425 51.16 70957711 17000150 87957861 56.32 5.16

*N.R.I. 180 250 430 0.00 0 250 250 0.00 (0.00)

*N.R.I. (REPAT) 270043 0 270043 0.17 250223 0 250223 0.16 (0.01)

*N.R.I. (NON-

REPAT)

38300 0 38300 0.02 34400 0 34400 0.02 (0.00)

*Foreign Corporate 0 0 0 0.00 0 0 0 0.00 0

* Trust 0 0 0 0.00 0 0 0 0.00 0



25

*HUF

* Employee

*Clearing Members 8600666 0 8600666 5.51 2358152 0 2358152 1.51 (4.00)

*Depository 0 0 0 0.00 0 0 0 0.00 0

Sub-total (B)(2):- 113183362 21730076 134913438 86.39 113182492 21730946 134913438 86.39 0

Total Public

Shareholding (B) =

(B)(1)+(B)(2)

113183362 21730176 134913438 86.39 113182492 21731046 134913538 86.39 0

C. TOTSHR held by

Custodian for GDRs

& ADRs

0 0 0 0.00 0 0 0 0.00 0

Grand Total (A +

B + C)

134433960 21730176 156164136 100 134433090 21731046 156164136 100.00 0

(i) Shareholding of Promoters

SR

No.

Shareholder

’s Name

Shareholding at the beginning of the year

(As on 31st March, 2018)

Share holding at the end of the

year (As on 31st March,

2019)

No. of % of total %of Shares No. of % of total %of Shares % change

Shares Shares of Pledged/encum Shares Shares of Pledged / in share

the bered to total the encumbered holding

company shares company to total during

shares the year



26

1 Jay N Gala 15620100 10.00 0.00 15620100 10.00 0.00 0.00

2 Nemchand J

Gala

4518865 2.89 0.00 4518865 2.89 0.00 0.00

3 Urmila N Gala 1091133 .70 0.00 1091133 .70 0.00 0.00

4 Lakhamshi J

Gala

20500 0.01 0.00 20500 0.01 0.00 0.00

ii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr.

No.

Shareholding at the beginning of

the year

Cumulative Shareholding during

the Year

No. of

shares

% of total shares

of the company

No. of

shares

% of total shares

of the company

1. At the beginning of the year 21250598 13.61 21250598 13.61

2. Date wise Increase / Decrease in Promoters Share

holding during the year specifying the reasons for

increase / decrease (e.g. allotment / transfer / bonus/

sweat equity etc):

Nil Nil Nil Nil

3. At the End of the year 21250598 13.61 21250598 13.61

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

Sl.

No.

Shareholding at the beginning of the

year

Cumulative Shareholding during the

Year

For Each of the Directors

and KMP

No. of shares % of total shares

of the company

No. of shares % of total shares of

the Company



27

D. Shareholding Pattern of top ten Shareholders:

Shareholding at the

beginning of the year

Cumulative Shareholding at the

end of the year

No. of

Shares

% of Total

Shares of

the

company

No. of Shares % change in

share holding

during the

year

Type

GOLDING MERCANTILE

PRIVATE LIMITED

0.00 0.00 20,500,000 13.13 Equity

EMPOWER INDIA LIMITED 17,974,08

4

11.51 17,974,084 11.51 Equity

DHANUS TECHNOLOGIES

LIMITED

17,000,00

0

10.89 17,000,000 10.89 Equity

ZUBER TRADING 10,858,275 6.95 6,603,275 4.23 Equity

MINA COMMOSALES LLP 8,041,182 5.15 0.00 0.00 Equity

SUMPOORNA PORTFOLIO

LIMITED

6,249,550 4.00 0.00 0.00 Equity

YUVIKA TRADEWING LLP 3,700,000 2.37 3,700,000 2.37 Equity

SADHU VINTRADE LLP 3,175,000 2.03 3,175,000 2.03 Equity

MATULYA TRADING PRIVATE

LIMITED

2,400,370 1.54 2,400,370 1.54 Equity

WELLMAN TRADELINKS

PRIVATE LIMITED

1,100,000 1.93 1,500,000 2.63 Equity

PRABHUDAS LILLADHAR

PRIVATE LIMITED

2,325,000 1.49 2,325,000 1.49 Equity

RELIGARE FINVEST LIMITED 2,222,353 1.42 2,222,353 1.42 Equity


TOTAL 76675814 50.32 76675814 50.32

Equity

D. Shareholding Pattern of top ten Shareholders:

Shareholding at the

beginning of the year

Cumulative Shareholding at the

end of the year

No. of

Shares

% of Total

Shares of

the

company

No. of Shares % change in

share holding

during the

year

Type

GOLDING MERCANTILE

PRIVATE LIMITED

0.00 0.00 20,500,000 13.13 Equity

EMPOWER INDIA LIMITED 17,974,08

4

11.51 17,974,084 11.51 Equity

DHANUS TECHNOLOGIES

LIMITED

17,000,00

0

10.89 17,000,000 10.89 Equity


MINA COMMOSALES LLP 8,041,182 5.15 0.00 0.00 Equity



28

iv) Shareholding of Directors and Key Managerial Personnel :

Sl.

No.

Shareholding at the beginning of the year Cumulative Shareholding during the Year

For Each of the Directors

and KMP

No. of shares % of total shares

of the company

No. of shares % of total shares of

the Company

At the beginning of the

year

21250598 13.61 21250598 13.61

Date wise Increase /

Decrease in Shareh olding

during the year specifying

the reasons for increase /

decrease (e.g. allotment /

transfer / bonus/ sweat

equity etc.):

NIL NIL NIL NIL

At the End of the year 21250598 13.61 21250598 13.61

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

Excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL 4169416 NIL 4169416

Total (i+ii+iii)

Change in Indebtedness during

the financial year

Addition

Reduction

NIL

4169414

NIL NIL

4169414

Net Change



29

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR

MANAGER:

Sl.

No.

Particulars of Remuneration Name of MD/WTD/Manager Total

Amount

Nemchand J

Gala

(Managing

Director)

---- ---- ----

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of

the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961

0

0

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- Others, specify…

5. Others, please specify

Total (A) 0 0

Ceiling as per the Act

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL

NIL

NIL NIL

Total (i+ii+iii) NIL NIL

NIL NIL



30

SN. Particulars of Remuneration Name of Directors Total Amount

----- ---- ---- ---

1 Independent Directors - - - - -

Fee for attending board

committee meetings - - - - -

Commission - - - - -

Others, please specify - - - - -

Total (1) - - - - -

2 Other Non-Executive Directors - - - - -

Fee for attending board

committee meetings - - - - -

Commission - - - - -

Others, please specify - - - - -

Total (2) - - - - -

Total (B)=(1+2) - - - - -

Total Managerial

Remuneration - - - - -

Overall Ceiling as per the Act - - - - -

B. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description Details of Penalty /

Punishment/

Compounding fees

imposed

Authority [RD /

NCLT/ COURT]

Appeal made, if

any (give

Details)

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL



31

For and on behalf of the Board of Directors of

Speciality Papers Limited

_________________

Tanil M. Shah

Director



32

ANNEXURE “B” TO THE DIRECTOR’S REPORT

PARTICULARS AS REQUIRED UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART

OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2018..

ENERGY CONSERAVATION:

A) MEASURES TAKEN:

1) Optimum utilization of power to keep Power factor more than 0.95.

2) By proper recycling of Water, Water consumption has reduced substantially.

FORM A

(Form of Disclosure Particulars with respect to conservation of energy)

Particulars

For the year

ended 31st

March, 2019 (Rs.

In Lacs)

For the year

ended 31st

March, 2018 (Rs.

In Lacs)

A. POWER AND FUEL

CONSUMPTION

1. Electricity

(a) Purchased Unit Lac KWH Nil Nil

Total amount Nil Nil

Rate / Unit (Rs.) Nil Nil

2. Coal / Lignite

Quantity (Tonnes) Nil Nil

Total Cost Nil Nil

Average rate Rs./Per Ton Nil Nil

3. Furnace Oil, LDO & Other Fuel

Quantity (KL) Nil Nil

Total Cost Nil Nil

Average rate Rs./Per KL Nil Nil

B. CONSUMPTION PER UNIT OF

FINISHED GOODS

Production Paper Nil Nil

Electricity (KWH/MT) Nil Nil

Coal (KGS/MT) Nil Nil



33

FORM B

(Form of disclosure of particulars with respect to Technology Absorption)

RESEARCH & DEVELOPMENT

1. Specified areas in which R & D carried out by the Company.

The Company has not carried out any R & D activities during the year for the development of

AntiRust Papers and Crepe Tissue.

2. Future plan and Action.

Management of the Company is currently reviewing its technology and is committed to bring

further advancement to the technology.

3. Expenditure on R & D:

a) Capital Rs. Nil

b) Recurring Rs. Nil

c) Total Rs. Nil

d) Total R & D expenditure as a Rs. Nil

e) Percentage of total turnover

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 B' and forms part of

the Directors' Report

TECHNOLOGY, ABSORBTION, ADOPTION AND INNOVATON

1 Effort made in brief towards technology absorption, adoption and innovation: The

Company has not made any development of Technology for manufacture of various types

of papers. The Directors are taking effective steps to be updated with latest available

technology in the Industry.

2 Benefit derived as a result the above efforts:

The Company’s plant is not operating satisfactorily.

Product Improvement:

The qualities of the product are satisfactory and well accepted to the market.

Cost Reduction:

There has been no reduction in cost directly due to the same.



34

Product Development:

The Company is able to satisfy the demand of various types of industries and

Customers.

Import Substitution:

Efforts are on.

1. Information required in case of technology (imported during the last 5 Years reckoned

from the beginning of the financial years):

Not applicable as the technology is indigenous.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company had not earned any foreign exchange equivalent towards export sale of papers neither

it has spent any foreign exchange towards purchase of Raw Materials, Stores & Spares and Traveling

Expenses.



35

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance states compliance as per requirements of the Companies Act, 2013,

SEBI (LODR), Regulations, 2015, as applicable to the Company. Given below are the Company’s Corporate Governance policies and practices for 2018-19 and the Company has complied with all the

statutory and regulatory requirements as stipulated in the applicable laws.

Company’s Philosophy on Corporate Governance: Speciality Papers Limited believes on building long lasting and mutually beneficial relationship based on

integrity, ethics and trust in all respect of our business.

Corporate Governance has been a high priority for us both in letter and in spirit. Our commitment to ethical

and lawful business conduct is a fundamental shared value of our Board of Directors, senior management

personnel and employees and is important of the Company’s success. Our standards for business conduct provide that we will uphold ethical and legal standards vigorously as we pursue our financial objectives.

We believe that good governance brings about sustained corporate growth and long-term benefits for

stakeholders.

• In line with the nature and size of operations of the Company, the Corporate Governance framework

in Speciality Papers Limited is based on the following main principles:

• Constitution of Board of Directors of appropriate composition and balance, comprising of an ideal

mix of independent and non independent directors, all persons with the highest degree of integrity

and professionalism, who discharge their responsibility in the best interests of the Company.

• Ensuring a timely and accurate flow of information at various organizational levels in general and to

the Board and its various committees in particular

• Independent verification of the Company’s financial reporting systems and safeguarding integrity

thereof

• A sound system of risk management and internal controls with adequate safeguards and alarm

systems

• Compliance with all applicable laws, rules and regulations, not only in letter but also in their spirit

• Fair and equitable treatment of all its stakeholders, including employees and shareholders.

Board of Directors:

The Board of Directors provides leadership and strategic guidance to your Company’s management. In addition to the skill and expertise of the executive directors, the non- executive directors bring an external

and wider perspective in Board deliberations and decisions. Company believes that an active, expert and

well informed team of directors is necessary to ensure highest standards of Corporate Governance. The

Board of the Company comprises of experts from diverse fields and professions.

Information supplied to the Board:

In advance of each meeting, the Board is presented with relevant information on various matters related to

the working of the Company, especially those that require deliberation at the highest level. Directors have

separate and independent access to officers of the Company. In addition to items, which are required to be

placed before the Board for its noting and/or approval, information is provided on various significant items.



36

At the meeting of the Independent Directors held during the year, they have expressed satisfaction on the

quality, quantity and timeliness of flow of information between the Company Management and the Board

that is necessary for the Board to effectively and reasonably perform their duties.

Orderly succession to Board and Senior Management:

The Board of the Company satisfied itself that plans are in place for orderly succession for appointments

to the Board and to Senior Management.

Code of Conduct:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code

of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in

the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior

Management of the Company and the same has been placed on Company’s website.

Responsibilities & Functions of Board of Directors:

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

(1) Members of Board of Directors and key managerial personnel shall disclose to the Board of directors

whether they, directly, indirectly, or on behalf of third parties, have a material interest in any

transaction or matter directly affecting the listed entity.

(2) The Board of Directors and senior management shall conduct themselves so as to meet the

expectations of operational transparency to stakeholders while at the same time maintaining

confidentiality of information in order to foster a culture of good decision-making.

(ii) Key functions of the Board of Directors-

1. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and

business plans, setting performance objectives, monitoring implementation and corporate

performance, and overseeing major capital expenditures, acquisitions and divestments.

2. Monitoring the effectiveness of the listed entity’s governance practices and making changes as needed.

3. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and

overseeing succession planning.

4. Aligning key managerial personnel and remuneration of board of directors with the longer term

interests of the listed entity and its shareholders.



37

5. Ensuring a transparent nomination process to the board of directors with the diversity of thought,

experience, knowledge, perspective and gender in the board of Directors.

6. Monitoring and managing potential conflicts of interest of management, members of the Board of

Directors and shareholders, including misuse of corporate assets and abuse in related party

transactions.

7. Ensuring the integrity of the listed entity’s accounting and financial reporting systems, including

the independent audit, and that appropriate systems of control are in place, in particular, systems for

risk management, financial and operational control, and compliance with the law and relevant

standards.

8. Overseeing the process of disclosure and communications

9. Monitoring and reviewing Board of Director’s evaluation framework.

iii) Other responsibilities:

1. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective

monitoring of the management and shall be accountable to the listed entity and the shareholders.

2. The Board of Directors shall set a corporate culture and the values by which executives throughout

a group shall behave.

3. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due

diligence and care, and in the best interest of the listed entity and the shareholders.

4. The Board of Directors shall encourage continuing directors training to ensure that the members of

Board of Directors are kept up to date.

5. Where decisions of the Board of Directors may affect different shareholder groups differently, the

Board of Directors shall treat all shareholders fairly.

6. The Board of Directors shall maintain high ethical standards and shall take into account the interests

of stakeholders.

7. The Board of Directors shall exercise objective independent judgment on corporate affairs.

8. The Board of Directors shall consider assigning a sufficient number of non- executive members of

the Board of Directors capable of exercising independent judgment to tasks where there is a

potential for conflict of interest.

9. The Board of Directors shall ensure that, while rightly encouraging positive thinking, these do not



38

result in over-optimism that either leads to significant risks not being recognized or exposes the

listed entity to excessive risk.

10. The Board of Directors shall have ability to ‘step back’ to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions),

risk appetite, exposures and the key areas of the listed entity’s focus.

11. When committees of the Board of Directors are established, their mandate, composition and

working procedures shall be well defined and disclosed by the Board of Directors.

12. Members of the Board of Directors shall be able to commit themselves effectively to their

responsibilities.

13. In order to fulfill their responsibilities, members of the Board of Directors shall have access to

accurate, relevant and timely information.

14. The Board of Directors and senior management shall facilitate the independent Directors to

perform their role effectively as a member of the Board of Directors and also a member of a

committee of Board of Directors.

Composition of Board

The Board of Directors of the Company is composed of committed persons with considerable experience

in various fields. The Board is properly constituted as per Regulation 17 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Board is a member of more than ten Committees and Chairman of more than

five Committees across all companies in which they are Directors.

No. of Board Meetings held during the years:

09 (Nine) Board Meetings held during the Financial year (1st April, 2018 to 31st March, 2019) viz , 30th

May 2018 ,11th June 2018,13th Aug,2018, 19th Sep 2018, 13th Oct 2018,30th Oct 2018 ,26th Nov.,2018,

14th Feb,2019 and 30th March,2019.

Sr.

No.

Name of the

Director,

Designation and

Category

Category Date of

Appointment

No. of other

Directorships

Number of other Board

Committee position

As

Chairman

As

Member

1 Mr. Nemchand J.

Gala

Chairman &

Managing Director

30/11/1996 Three Nine None



39

2 Mrs. Bhakti

Ashish Thakkar

Independent Non-

Executive Director

13/10/2018 None None Two

3 Mr. Dayaram

Sharma

Independent Non-

Executive Director

11/06/2018 None None Five

Meetings of the Board of Director

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart

from the other Board business. The Board meetings are pre-scheduled & Agenda is circulated well in

advance to facilitate the Directors to ensure meaningful participation in the meetings. However in case of

special and urgent business need the Committee of Board of Directors met at a short notice and its minutes

is noted and confirmed in the subsequent Board meeting. The Agenda for the Board/Committee meetings

cover items set out as per guidelines in Listing Regulations & it includes detailed notes on the items to be

discussed at the meeting to enable the Directors to take an informed decision.

Board Procedure:

The Board meets at least once in a quarter to review the quarterly performance and the financial results.

The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given

in writing to each Director. The Board papers, comprising the agenda backed by comprehensive background

information are circulated to the Directors in advance and in exceptional cases, the same is tabled at the

Board Meeting. The Board is also free to recommend the inclusion of any matter for discussion in

consultation with the Chairman.

The Board periodically reviews compliance reports of all laws applicable to the Company.

Code of conduct:

The Code of Business Conduct & Ethics for Directors’/Management Personnel (‘the Code’), as recommended by the SEBI (LODR) , 2015 on Corporate Governance and adopted by the Board, is a

comprehensive Code applicable to all Directors and management personnel.

The Company’s Board of Directors and Management Personnel are responsible for and are committed to setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to

ensure their continuing relevance, effectiveness and responsiveness to the needs of local and international

investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. This

Code is adhered to in letter and in spirit.

The Code has been circulated to all the members of the Board and management personnel and the

compliance of the same is affirmed by them annually.

COMMITTEES OF THE BOARD

The Board Committee plays a crucial role in the governance structure of the Company and has been



40

constituted to deal with specific areas/activities which concern the Company and need a closer review. The

Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which

are considered to be performed by the members of the Board, as a part of good governance practice. The

Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

The Chairman of the respective Committee informs the Board about the summary of the discussions held

in the Committee meetings.

The Board has constituted following Committees of Directors:

❖ Audit Committee;

❖ Nomination and Remuneration Committee; and

❖ Stakeholder’s Relationship Committee. ❖ Risk Management Committee.

AUDIT COMMITTEE

The Audit Committee consists of one Independent Director, one non-executive non-independent director

and one Executive and Non-Independent Director. All members of the Audit Committee are financially

literate and they have accounting or related financial management expertise. The primary purpose of the

Audit Committee is to assist the Board of Directors (the "Board") of SPE Limited, (the "Company") in

fulfilling its oversight responsibilities with respect to;

a) The accounting and financial reporting processes of the Company, including the integrity of the

audited financial results and other financial information provided by the Company to its stockholders,

the public, any stock exchange and others,

b) The Company's compliances with legal and regulatory requirements,

c) The Company's independent auditors' qualification and independence,

d) The audit of the Company's financial statements, and the performance of the Company's internal

audit function and its Independent Auditors.

Terms of Reference:

The role and terms of reference of Audit Committee covers areas mentioned under Listing Regulations and

Companies Act, 2013, besides other terms as may be referred by the Board of Directors. All the

Members of Audit Committee are qualified and having insight to interpret and understand financial

statements. The Audit Committee of the Company is entrusted with the responsibility to supervise

the Company’s internal controls and financial reporting process and, inter alia, performs the following functions;

1. Overseeing the Company’s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;

2. To review and examine with management the quarterly financial results before submission to the

Board;



41

3. To review and examine with the management the annual financial statement and Auditor Report

thereon before submission to the Board for approval, with particular reference to – matters to be

included in the directors responsibility statement to be included in the board report; changes, if any,

in accounting policies and practices and reasons for the same; major accounting entries involving

estimates based on the exercise of judgment by management; significant adjustments made in the

financial statements arising out of audit findings; compliance with listing and other legal

requirements relating to financial statements; disclosure of any related part transactions; modified

opinion in the draft audit report;

4. To review management discussion and analysis of financial condition and results of operations;

5. To recommend the appointment, remuneration and terms of appointment of Statutory Auditors of

the Company and approval for payment of any other services rendered by the Auditors;

6. To review with management the annual financial statements as well as investments made by the

unlisted subsidiary companies;

7. To approve or any subsequent modification/disclosure of any Related Party Transactions in

accordance with the Related Party Transaction Policy of the Company;

8. To approve the appointment of Chief Financial Officer after assessing the qualifications, experience

and background of the candidate;

9. To review and monitor the Auditor independence and performance, and effectiveness of audit

process;

10. To review the performance of statutory and internal auditors, adequacy of the Internal Control

System;

11. To discuss with statutory auditors before the audit commences about the nature & scope of audit as

well as post- audit discussion to ascertain any area of concern.

12. To recommend appointment, removal, remunerations and terms of appointment of Internal Auditor

of the Company;

13. To scrutinize inter-corporate loans and investments made by the Company; To review the adequacy

of the Internal Audit function, including the structure of internal audit department, staffing and

seniority of the official heading the department, reporting structure coverage & frequency of internal

audit, discussing with Internal Auditor any significant finding and reviewing the progress of

corrective actions on such issues;

14. To evaluate internal financial controls and risk management systems;

15. To do the valuation of undertakings or assets of the Company, wherever it is necessary.

16. To review the findings of any internal investigations by the internal auditors into matters where there

is suspected fraud or irregularity or a failure of internal control systems of a material nature and

reporting the matter to the Board.

17. To review the functioning of the Whistle blower mechanism.

18. To review the Company’s financial and risk management policies. 19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

creditors & shareholders (in case of non-payment of declared dividends).

20. To review the statement of uses/application of funds raised through an issue (public issue; rights issue,

preferential issue, etc), the statement of funds utilized for purposes other than those stated in

the offer document/prospectus/notice and making appropriate recommendations to the Board to take

steps in the matter.

21. To carry out any other function as mentioned in the terms of reference of the audit committee.

22. To review management letters/ letters of internal control weakness issued by the Statutory

Auditors.



42

23. To review Statement of deviations in terms of Regulation 32(1) & 32(7); including report of

Monitoring agency, if applicable.

24. The periodic review ensures that all areas within the scope of the Committee are reviewed.

Meetings of the Committee:

The Committee met Five times during the financial year 2018-19 on i .e. May 30, 2018, June

11 2018, September 19 2018, October 08, 2018 & February 01, 2019.

Constitution of the Committee:

The Constitution of the Audit Committee is in conformity with the Listing Regulations. The

Chairman of the Audit Committee is an Independent Director and is financially literate and has

accounting related financial management expertise.

The Composition of the Committee, together with the details of the attendance of each member

as at 31st March, 2019 is given below:

Sr.

No.

Name of the Director Designation Meetings

Attended

Category

1. Nemchand J. Gala Member 4 Executive Director

2. Pradeep Kumar Chopra Chairperson 2 Non-Executive & Independent Director

3. Mr. Vakati

Balasubramanyam Reddy

Member 2 Non-Executive and Independent Director

4. Mr. Shivaram Dukharan

Verma


5. Mr. Tanil Mafatlal Shah Chairperson 2 Non-Executive and Independent Director

6. Miss Bhakti Ashish

Thakkar


ROLE OF NOMINATION AND REMUNERATION COMMITTEE

Terms of the Committee

The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the

said committee has been revised in order to align with the provisions of Companies Act, 2013 and SEBI

(LODR) Regulations, 2015 as amended from time to time. However, one of the Director was been given

remuneration during the year under review. The Committee has devised a policy on Board Diversity. The

objective of the policy is to ensure that the Board comprises adequate number of members with diverse

experience and skills, such that it best serves the governance and strategic needs of the Company.

No Stock option has been allotted to any of the Directors during the financial year 2018-2019. The terms of



43

reference of Committee broadly includes identifying & selection of candidates for appointment as

Directors/Independent Director based on certain laid down criteria; performing all such functions as are

required to be performed by the Committee with regard to such matters as specified under SEBI (LODR)

Regulations, 2015 and requirements of section 178 of the Companies Act, 2013. It formulate the criteria for

determining qualifications, positive attributes and independence of a director and recommend to the Board

a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While

reviewing the Company’s remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications

of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory

provisions and other relevant factors.

The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to

attract, retain and motivate directors of the quality required to run the Company successfully. The Committee

also ensures that the relationship of remuneration to performance is clear and meets appropriate performance

benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel &

senior management involves a balance between fixed & incentive pay reflecting short & long term

performance objectives appropriate to the working of the Company & its goals.

Role of committees shall, inter-alia, include the following:

1. To determine/recommend the criteria for determining appointment, qualifications, positive attributes

and independence of a director and recommend to the Board a policy relating to remunerations of

directors, Key Managerial personal and other employees.

2. To formulate the criteria for evaluation of performance of independent directors and the board of

directors.

3. To devise a policy on desired age and diversity of board of directors.

4. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down and recommend to the board of directors their

appointment and removal.

5. To review and determine all elements of remuneration package of all the Executive Directors, i.e.

salary, benefits, bonus, stock options, etc.

Meeting of the Committee:

The Committee met Five times during the financial year 2018-19 on i.e. May 30 2018, June 11 2018,

September 19 2018, October 11 2018, February 02,2019.

Name of the Member Chairman /

Member

Number of

Meetings attended

Category

Pradeep Kumar Chopra Chairman 2 Non-Executive and Independent Director

Bhakti Ashish Thakkar Member 3 Non-Executive and Independent Director

Mr. Vakati

Balasubramanyam Reddy

Member 2 Non-Executive and Non-Independent Director



44

Mr. Shivaram Dukharan

Verma

Member 1 Non-Executive and Non-Independent Director

Mr. Tanil Mafatlal Shah Chairperson 2 Non-Executive and Non-Independent Director

Remuneration of Executive Directors:

During the year under review, the Company paid remuneration to the Managing Director of the Company as

provided in detail in an annexure to the Directors' Report in section VI (A) of Form MGT-9, i.e. extract of

the Annual Return Managing Director is entitled to superannuation benefits payable in the form of an annuity

from an approved life insurance company, which form part of the perquisites allowed to him. No pension is

paid by the Company.

Criteria of making payments to Non-executive directors:

Non-executive directors are paid sitting fees and commission for attending meeting of the Board and

Committee of the Board including meeting of Independent Directors, as decided from time to time by the

Board. The criteria of making payments to Non-Executive Directors, inter-alia, covers the number of

meetings attended, Chairmanship of Committees of the Board, time spent in deliberation with the senior

management on operational matters other than at meetings and contribution at the Board/Committee levels.

❖ Pecuniary transactions with non-executive directors:

During the year under review, there were no pecuniary transactions with any non-executive director of the

Company. The register of contracts is maintained by the Company pursuant to section 189 of the Companies

Act, 2013. The register is signed by all the directors present at the respective Board meetings.

Remuneration to Directors:

The Company has no stock option plans for the directors and hence, it does not form part of the remuneration

package payable to any executive and/or non-executive director. During the year under review, none of the

directors was paid any performance-linked incentive. In 2018-19, the Company did not advanced any loans

to any of the non-executive directors, and/or Managing Director.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of the Committee:

To consider and resolve the grievances of shareholders of the Company with respect to transfer of shares,

non-receipt of annual report, non-receipt of dividends, transmission, split, consolidation of share certificates

and matters related thereto.

1. To ensure expeditious share transfer process.

2. To evaluate performance and service standards of the Registrar and Share Transfer Agent of the

Company.

3. To provide guidance and make recommendations to improve investors service level to the Investors.

4. Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI.



45

Details of Pending Investor Grievances and Compliance Officer:

There were no investor grievances pending for Redressal as the end of the financial year and all the queries

from the stakeholders were attended to promptly. Further there were no pending transfers for the year under

review.

Further the details of the Compliance Officer designated for handling of the Investor grievances is provided

as under:

Name: Preeti Agarwal

Email ID: [email protected]

Meeting of the Committee:

The Committee met Five times during the financial year 2018-19 on i.e. May 30th 2018, June 11th 2018,

September 19 2018, October 11 2018, February 1st 2019.

Stakeholders relationship committee constituted under section 178 (5) of the Companies Act, 2013 consists

following members:

Sr.

No.

Name of the Director Designation Meetings

Attended

Category

1. Mr. Nemchand Jethalal

Gala

Member 2 Executive Director

2. Mr. Pradeep Kumar

Chopra

Chairperson 2 Non-Executive & Non-Independent Director

3. Miss Bhakti Jayesh

Thakkar

Member 2 Executive and Non-Independent Director

4. Mr. Tanil Mafatlal Shah Member 1 Non-Executive & Non-Independent Director

5. Mr. Shivaram Dukharan

Verma

Member 1 Non-Executive & Non-Independent Director

6. Mr. Dayaram Ramdular

Sharma

Chairperson 1 Non-Executive & Non-Independent Director

Compliances regarding Insider Trading:

The Company had in place a ‘Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices’, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended.

These regulations have been substituted by SEBI with a new set of Regulations, which have come into effect

from 15 May 2015. Accordingly, the Board has approved and adopted,

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

mailto:[email protected]



46

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected

person. The said codes are being adhered to:

Details of General Meetings:

Location, date, and time of last Three AGMs held

Extra-Ordinary General Meetings:

Details of the Extra- Ordinary General Meetings of the Company held during 3 preceding previous years

together with a gist of the special resolutions passed there at is given hereunder:

Financial

Year

Date

Venue

Special Resolutions passed

NIL NIL NIL NIL

No Special Resolutions has been passed through Postal Ballot during the year. None of the resolutions

proposed at the ensuing Annual General Meeting need to be passed by Postal Ballot.

Means of Communication:

The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to BSE Ltd., and

to, immediately upon its approval by the Board of Directors and are simultaneously published in leading

newspapers in English and Gujarati (regional language). The financial statement of the Company is

unqualified.

Year Location Date Time

2015-16

55th Village Morai, National Highway

No. 8, Vapi, Valsad (Gujarat)

396191.

30.09.2016

11.00 A.M

2016-17 56th Village Morai, National Highway No.

8, Vapi, Valsad (Gujarat) 396191 29.09.2017 11.00 A.M

2017-18 57th Village Morai, National Highway No.

8, Vapi, Valsad (Gujarat) 396191 31.08.2018 11.00 A.M



47

In accordance with the Listing Agreement requirements, data pertaining to Shareholding Pattern, Quarterly

Financial Results and Other Details are forwarded to the Stock Exchange. During the year under review, no

presentation was made to the institutional investors or analysts. The Company has paid Listing fees for the

year 2018-19 to the Stock Exchange.

GENERAL SHAREHOLDER INFORMATION:

2. Annual General Meeting:

Date and Time: 22nd August, 2019, 11:00 am

Day: Thursday

Venue: Village Morai, National Highway

No. 8, Vapi, Valsad -396191

Financial Year: 1st April, 2018 to 31st March, 2019

Financial Year:

The financial year covers the period from April 1 of every year to March 31 of the next year.

Dividend

No Dividend has been recommended for the year under review.

Record Date/Book Closure Date

The Company has fixed August 16, 2019 as the Record date for the purpose of Fifty-Eighth Annual General

Meeting and matters related thereto.

Listing on Stock Exchange

Equity Shares

The Equity Shares of the Company are Listed on the following Stock Exchanges:-

❖ The Bombay Stock Exchange Limited

P J Towers, Dalal Street, Fort, Mumbai: 400001

ISIN No.

The Company’s Demat International Security Identification Number (ISIN) for its equity shares in CDSL

and NSDL is INE260F01011.



48

Dematerialization of shares and liquidity:

86.09% of the paid-up capital of the Company has been dematerialized as on 31st March, 2019. The equity

shares of the Company and trading both on the BSE has been suspended.

Listing Fees

Listing Fees, as prescribed, has been paid to the Stock Exchanges where the securities of the Company are

listed.

Corporate Identification Number:

The Company’s CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is L21012GJ1961PLC001073

Shareholding Pattern:

Sr.

No.

Category st

As on 31 March, 2018 As on 31st March, 2019

No. of

Shares held

% of

Shareholding

No. of Shares

held

% of

Shareholding

A Promoters

1. Individuals/HUF 21250598 13.61 21250598 13.61

Bodies Corporate 0 0 0 0

Any Others(Specify) 0 0 0 0

TOTAL (A) 21250598 13.61 21250598 13.61

B Public Shareholding 0 0 0 0

1. Institutions 100 0 100 0

Foreign Institutional Investors 0 0 0 0

2. Non-Institutions 0 0 0 0

Bodies Corporate 79900425 51.16 87957861 56.32

(a) Individual Shareholders holding

up

to Rs.1 Lac

7426680 4.76 7519726 4.82

(b) Individual Shareholders

holding above Rs.1 Lac

38676894 24.77 36792826 23.56

NRIs / HUF’s / Clearing

Members/Bodies

corporate

8909439 5.71 2643025 1.69

TOTAL (B) 134913438 86.39 134913438 86.39



49

TOTAL (A+B) 156164136 100.00 156164136 100.00

Outstanding GDRs/ ADRs:

The Company has not issued any GDRs/ADRs.

Address for Correspondence:


93, Dadisheth Agiary Lane, Off Kalbadevi Road, Mumbai -400 002,

Tel: +91-22-2209 4033 / 34 Fax: +91-22-2205 3899

Email ID: [email protected]

SEBI Complaints Redress System (SCORES)

SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the

system of processing of investors complaints in a centralized web based complaints redress portal known as

‘SCORES’. The salient features of this system are: centralized database of all Complaints, online upload

Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on

the complaints and its current status.

The Company is registered with SEBI under the SCORES system.

DISCLOSURES:

Related Party Transactions

Related party transactions were reviewed/approved by the Audit Committee and were entered into in the

ordinary course of business and at arm’s length basis. During the year under review, there were no materially significant Related Party transaction, with the Directors, or the Management, their relatives etc. having

potential conflict with the interests of the Company at large. Further as a matter of policy, all the transactions

with related parties, as per requirements of Accounting Standard 18, are disclosed in the Annual Report of

the Company on a regular basis.

Disclosure of Accounting Treatment

During the year under review, the Company has followed the Accounting Standards issued by the ICAI to

the extent applicable.

Code of Conduct

❖ The Company has adopted the Code of Ethics and Business principles for the members of Board and

senior management personnel.

❖ The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading (“the Code”) in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the

guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of



50

the Company and cautioning them on the consequences of non-compliance thereof. Further, we affirm

that no personnel have been denied access to the Audit Committee. Employees can report to the

Management concerned regarding unethical behavior, act or suspected fraud or violation of the

Company's Code of Conduct Policy.

Details of Non-Compliance

The Company has complied with all the requirements of regulatory authorities. During the financial year

under review, there were no instances of non-compliance by the Company, however due to some uncertain

circumstances a ransom ware virus was hit to the servers which delayed the filing of financial results for the

quarter ended on March 31, 2019 which imposed penalty by the Stock exchange.

Subsidiary Company:

The Company does not have any subsidiary companies as on March 31, 2019.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has

carried out an annual evaluation of its own performance, and that of its Committees and individual directors.

Manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation criteria for Board, Committees of the Board and Directors were approved by

the Board at its meeting.

• The report of performance evaluation so arrived at was then noted and discussed by the Nomination

and Remuneration Committee and Board at their meetings held.

Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to

continue the term of appointment of the independent director. During the year under review, there was no

occasion to decide on the continuance of the term of appointment of any of the independent directors and

hence, the question of taking a decision on their re-appointment did not arise.

The Board of Directors is collectively responsible for selection of a member on the Board. The Nomination

and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting

and recommending candidates for election as a Director on the Board. The criteria for appointment to the

Board includes:

- Composition of the Board, which is commensurate with the size of the Company, its portfolio,

geographical spread and its status as a listed Company;

- Desired age and diversity on the Board;

- Size of the Board with optimal balance of skills and experience and balance of Executive and Non -

Executive Directors consistent with the requirements of law;

- Professional qualifications, expertise and experience in specific area of business;

- Balance of skills and expertise in view of the objectives and activities of the Company;

- Avoidance of any present or potential conflict of interest;

- Availability of time and other commitments for proper performance of duties; personal characteristics

being in line with the Company’s values, such as integrity, honesty, transparency, pioneering mindset.



51

Responsibilities of Compliance Officer

The compliance officer of the listed entity shall be responsible for-

(a) Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

(b) Co-ordination with and reporting to the Board, recognized stock Exchange and depositories with

respect to compliance with rules, regulations and other directives of these authorities in manner as

specified from time to time.

(c) Ensuring that the correct procedures have been followed that would result in the correctness,

Authenticity and comprehensiveness of the information, statements and reports filed by the listed

entity under these regulations.

(d) Monitoring email address of grievance redressal division as designated by the listed entity for the

purpose of registering complaints by investors.

Preventing Conflict of Interest:

The Board of Directors is responsible for ensuring that rules are in place to avoid conflict of interest by Board

Members and the Management Committee. The Board has adopted the Code of Conduct for the members of

the Board and Senior Management team. The Code provides that the Directors are required to avoid any

interest in contracts entered into by the Company. If such an interest exists, they are required to make

adequate disclosure to the Board and to abstain from discussion, voting or otherwise influencing the decision

on any matter in which the concerned Director has or may have such interest. The members of the Board and

the Management Committee annually confirm the compliance of the Code of Conduct to the Board. The

members of the Board and the Management Committee also submit on an annual basis, the details of

individuals to whom they are related and entities in which they hold interest and such disclosures are

placed before the Board. The members of the Board inform the Company of any change in their

directorship(s), chairmanship(s)/ membership(s) of the Committees, in accordance with the requirements of

the Companies Act, 2013 and Listing Regulations. Transactions with any of the entities referred above are

placed before the Board for approval. Details of all Related Party Transactions are placed before the Audit

Committee on quarterly basis.

Affirmation and Disclosure:

All the members of the Board and the Management Committee have affirmed their compliance with the

Code of Conduct as on March 31, 2019 and a declaration to that effect signed by the Managing Director is

attached and forms part of this Report. The members of the Management Committee have made disclosure

to the Board of Directors relating to transactions with potential conflict of interest with the Company;

however there were no material, financial or commercial transaction between the Company and the

Independent Directors.

All details relating to financial and commercial transactions where Directors may have a pecuniary interest

are provided to the Board and the interested Director neither participated in the discussion nor voted on such

matter.



52

Whistle Blower Policy:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and

employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil mechanism

provides a mechanism for the Directors/employees to report violations, without fear of victimization, any

unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to

the organization’s interest. The mechanism protects whistle blower from any kind of discrimination,

harassment, victimization or any other unfair employment practice. It provides a mechanism for employees

to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no

personnel were denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the

Company is available on its website.

The statutory Auditors have certified that the Company has complied with the conditions of Corporate

Governance as stipulated in the SEBI (LODR) Regulations, 2015 and the same is annexed to this Report.

Reconciliation of Share Capital Audit:

A practicing Company Secretary carries out reconciliation of share capital audit, on half -yearly basis to

reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit

confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form

and the total number of dematerialized shares held with NSDL & CDSL.

GREEN INITIATIVE:

Ministry of Corporate Affairs has taken a Green Initiative in Corporate Governance

allowing paperless compliances by companies through electronic mode. Your Company has

taken initiative to update their records for the same. The members holding shares in physical

form and who have not furnished the requisite information and who wish to avail of the

facility to receive the correspondence from the Company in electronic mode may furnish

the information to Bigshare Services Pvt Ltd, the Registrars and Transfer Agents. The

members holding shares in electronic form may furnish the information to their Depository

Participants to avail of the said facility.



53



Tanil Shah

Director

DIN: 08147255

Place: Mumbai

Date: 04/06/2019



54

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019

[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

SPECIALITY PAPERS LIMITED (CIN: L21012GJ1961PLC001073)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence

to good corporate practices by Speciality Papers Limited (hereinafter called the company). Secretarial

Audit was conducted in a manner that provided me areas on able basis for evaluating the corporate

conducts/statutory compliances and expressing my opinion thereon based on my verification of the

Speciality Papers Limited.

Books, papers, minute books, forms and returns filed and other records maintained by the company and

also the information provided by the Company, its officers, agents and authorized representatives during

the conduct of secretarial audit, here by report that in my opinion, the company has, during the audit period

covering the financial year ended on 31st March, 2019 has complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to

the extent, except to those mentioned below in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained

Speciality Papers Limited for the financial year ended on 31st March, 2019 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings; - Not Applicable

v. The following Regulations and Guidelines prescribed under the Securities and exchange Board of

India Act, 1992 (‘SEBI Act’);

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 - Not Applicable to the Company during the period under review

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 - Not

Applicable to the Company during the period under review.



55

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 - Not Applicable to the Company during the period under review

iv. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 - Not Applicable to the Company during the period under review

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 - Not Applicable to the Company during the period under review.

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable to the

Company during the period under review

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 - Not

Applicable to the Company during the period under review

viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 -

Not Applicable to the Company during the period under review

The management has identified and confirmed that apart from Companies Act, 2013; SEBI Act & Income-

Tax Act, 1961, no other laws is specifically applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Ltd., ;

During the period under review and as per representations and clarifications provided by the management,

I confirm that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, Listing Agreement etc. mentioned hereinabove.

I further report that compliance of applicable financial laws including Direct and Indirect Tax laws by the

Company has not been reviewed in the Audit since the same has been subject to review by the Statutory

Auditors and other designated professionals.

I further report that the Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. There was no change in the

composition of the Board of Directors during the period under review, other than those mentioned in the

Director Report. Adequate notice is given to all directors to schedule the Board Meetings and a system

exists for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting. Since Minutes books is not updated, hence we

cannot comment whether majority decision is carried through while the dissenting members’ views are



56

captured and recorded as part of the minutes.

There are adequate systems and processes in the company commensurate with the size and operations of

the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Company has filed certain Forms with ROC with delayed fees during the year.

(JAYMIN MODI & Co.)

Practicing Company Secretaries

C P No. 16948

Date: 30/05/2019

Place: Mumbai



57

ANNEXURE – A TO SECRETARIAL AUDIT REPORT

To,

The Members,

SPECIALITY PAPERS LIMITED (CIN: L21012GJ1961PLC001073)

Our Secretarial Audit Report dated 30/05/2019 is to be read with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to make a report based on the secretarial records produced for our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was done

on test basis to ensure that correct facts are reflected in secretarial records. We believe that the

processes and practices we followed provide a reasonable basis for our report.

3. We have not verified the correctness and appropriateness of financial records and books of accounts

of the Company as it is taken care in the statutory audit.

4. We have obtained the Management’s representation about the compliance of laws, rules and

regulations and happening of events, wherever required.

5. Compliance with the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the verification

of procedures on test basis.

6. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor

of the efficacy or effectiveness with which the management has conducted the affairs of the

Company.

(JAYMIN MODI & Co.)

Practicing Company Secretaries

C P No. 16948

Date: 30/05/2019

Place: Mumbai



58

INDEPENDENT AUDITOR’S REPORT

To

The Members of


Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SPECIALITY PAPERS LIMITED

(“the Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of

Cash Flows for the year then ended and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income,

cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind

AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,

2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds

and other irregularities; selection and application of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the standalone financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. In

conducting our audit, we have taken into account the provisions of the Act,

the accounting and auditing standards and matters which are required to be included in the audit report

under the provisions of the Act and the Rules made there under and the Order issued under section 143(11)

of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing

specified under Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in



59

the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to

the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness

of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our

audit opinion on the standalone financial statements.

Opinion

The company does not hold the relevant share certificate documents for the equity investments held by the

company as disclosed in Note 5 of the accompanied financial statements (except for One Investment of

Rs.300.00 Lakhs). Further these investments are fair valued based on Net Assets Value method as per latest

data available of respective companies at MCA Website.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Act in the manner so required and give

a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, the changes in

equity and its cash flows for the year ended on that date.

Other Matters

The previous year’s comparatives of the company for the year ended March 31, 2018, included in these

standalone financial statement, have been audited by the predecessor auditor of the company. The report of

the predecessor auditor on the standalone financial statement as on March 31, 2019 dated 30th May 2019

expressed an unmodified opinion.

Emphasis on Matters

Other Current Asset in Note 11 of the accompanied standalone financial statement includes Rs.184.21

Lakhs relating to Excise Duty Carried Forward Balance, which is being claimed as trans credit with GST

Department. The company is in process of filling a writ with Hon.Guj High Court for claiming transitional

credit.

Other Matter

The company has not carried out an internal audit for the financial year ending March 31 2019 as required

by section 138 of the Companies Act 2013.



60

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,

Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting

Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company as on March

31, 2019 taken on record by the Board of Directors, one of the directors is disqualified as on March

31, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best

of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its

standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards,

for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.



61

For AGARWAL SANGANERIA & CO.


F.R.No. 317224E

Hardik Jain, ACA Place: Mumbai

Partner Date: 24th May 2019

I.C.A.I. M. No. 162503



Tanil Shah

Director

DIN-08147255



62

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Speciality Papers Limited of even date).

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of

Section 143 of the Companies Act, 2013 (“the Act”).

We have audited the internal financial controls over financial reporting of SPECIALITY PAPERS

LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

These responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business, 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 information, as required under

the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the

Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.



63

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial

Reporting may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company

has, in all material respects, an adequate internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating effectively as at March 31, 2019, based

on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India.



F.R.No. 317224E


Partner Date: 24th May, 2019

I.C.A.I. M. No. 162503



64

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Speciality Papers Limited of even date)

(i) Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.

b) The management at reasonable intervals has physically verified the Fixed Assets and as such there

was no material discrepancies noticed at the time of verification.

c) According to the information and explanations given to us, the records examined by us and based on

the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the

immovable properties of land and buildings which are freehold, are held in the name of the Company as at

the balance sheet date. In respect of immovable properties of land and building that have been taken on

lease and disclosed as fixed assets in the standalone financial statements, the lease agreements are in the

name of the Company.

(ii) Inventories

a) The inventory has been physically verified during the year by the management. In our opinion, the

frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of

physical verification of inventories followed by the management are reasonable and adequate in relation to

the size of the Company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, there was no material

discrepancy noticed on physical verification of inventory as compared to the book records.

(iii) Granting of Loans to certain Parties

In our opinion and according to information and explanations given to us, the Company has not granted

any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties

covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order

is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has

complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making

investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not



65

accepted any deposits from public in contravention of Directives issued by Reserve Bank of India

and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed

there under, where applicable. No order has been passed by the Company Law Board or National

Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vi) The maintenance of cost records has not been specified by the Central Government under section

148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus

reporting under clause 3(vi) of the order is not applicable to the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) According to the information and explanations given to us and based on the records of the Company

examined by us, there were undisputed statutory dues remaining outstanding as on 31st March 2019

for a period of more than six months from the date they become payable are as follows:

Nature of Dues Amount in (Rs.)

TDS/TCS 8,07,136

Professional Tax 99,775

VAT & CST 5,52,508

Provident Fund 4,53,425

Labour Welfare 330

EPF Payable – Employer 2,23,622

ESIC 49,454

TOTAL 21,86,250

According to the information and explanations given to us and based on the records of the

Company examined by us, there are following cases of non-deposit of disputed dues of Sales Tax,

Income Tax, Custom Tax, Wealth Tax, Service Tax, Excise Duty and Cess with appropriate

authorities.

Years Amount in Rs. (Crores) Department

AY 2010-11 19.37 CIT(Appeals)

AY 2011-12 4.62 CIT(Appeals)



66

(c) According to the information and explanations given to us no amount was required to be transferred

to the Investor Education and Protection Fund in accordance with relevant provisions of the

Companies Act, 1956 (1 of 1956) and rules there under.

(viii) Based on the records maintained, we are of the opinion that the Company has not defaulted in

repayments of the dues to the Banks. The Company has neither issued any debentures nor has

borrowed from any Financial Institution (excluding banks), Government or dues to debenture

holders.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including

debt instruments) or term loans and hence reporting under clause 3

(ix) of the Order is not applicable to the Company.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud

by the Company or no material fraud on the Company by its officers or employees has been noticed

or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, no Managerial

remuneration has been paid or provided. Accordingly, paragraph 3(xi) of the Order is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a

nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in

compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all

transactions with the related parties and the details of related party transactions have been disclosed

in the standalone financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the

records, the Company has not made any preferential allotment or private placement of shares or fully

or partly convertible debentures during the year. The company has not entered into any non- cash

transactions with directors or persons connected with him.

(xv) In our opinion and according to the information and explanations given to us, during the year the

Company has not entered into any non-cash transactions with its Directors or persons connected to

its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to

the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act,

1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.



67



F.R.No. 317224E


Partner Date: 24th May, 2019

I.C.A.I. M. No. 162503



68

BALANCE SHEET AS ON 31.03.2019

(Rupees)

Particulars Note No. As at 31/03/2019 As at 31/03/2018

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Equity Share capital 1 15,616.41 15,616.41

Other Equity (5784.51) (5940.92)

(b) Reserves and surplus - -

(c) Money received against share warrants

2 Share application money pending allotment -

3 Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (Net) - -

(c) Other Long term liabilities - -

(d) Long-term provisions - -

4 Current liabilities

(a) Borrowings 2 - 41.69

(b) Trade payables 3 57.36 58.55

(c) Other financial liabilities 4 21.95 773.03

(d) Short-term provisions 5 167.02 168.20

TOTAL 10,078.24 10,716.97

II. ASSETS

Non-current assets

1 (a) Fixed assets

(i) Tangible assets 6 1.92 519.21

(ii) Intangible assets -

(iii) Capital work-in-progress -

(iv) Intangible assets under development -

(b) Investments 7 7784.23 8411.10

(c) Deferred tax assets (net) 8 1116.92 714.12

(d) Long-term loans and advances 9 37.82 36.44

(e) Other non-current assets 10 227.85 227.91

2 Current assets

(a) Current investments - -

(b) Inventories 11 587.19 481.93

(c) Trade receivables 12 18.08 129.94

(d) Cash and cash equivalents 13 271.26 24.16

(e) Short-term loans and advances 14 0.72 155.20

(f) Other current assets 15 32.78 16.97

TOTAL 10,078.24 10,716.97



69

For AGARWAL SNAGANERIA & CO. For SPECIALITY PAPERS LIMITED


(Hardik Jain) TANIL SHAH

Membership No.162503 DIN :08147255

Director



70

PROFIT & LOSS STATEMENT AS ON 31.03.2019

Sr.

No

Particulars Note No. For the Period

ended 31/03/2019

For the Period ended

31/03/2018

I Revenue from operations 16 1,472.23 94.75

II Increase in Inventories of FG/WIP/Stock-in-trade

III Other income 17 243.42 292.62

IV Total Revenue (I + II + III) 1,715.65 387.37

V Expenses:

Cost of Sales And Operational Expenses 18 1,486.64 93.94

Employee benefits expense 19 5.47 0.11

Finance costs

Depreciation and amortization expense 20 6.93 8.85

Other expenses 21 258.34 955.23

Total expenses 1,757.37 1,058.12

VI Profit before exceptional and extraordinary items

and tax (III - IV)

- (41.72) (670.75)

VII Exceptional items

VIII Profit before extraordinary items and tax (V -

VI)

IX Extraordinary items - -

X Profit before tax (VII- VIII) (41.72) (670.75)

XI Tax expense:

1 Current tax

2 Sort / Excess Provision for Tax - -

3 Deferred tax (350.10) (710.90)

XII Profit (Loss) for the period from continuing

operations (VII-VIII)

308.39 40.15

XIII Profit/(loss) from discontinuing operations

XIV Tax expense of discontinuing operations

XV Profit/(loss) from Discontinuing operations (after

tax) (XII-XIII)

- -

XVI Profit (Loss) for the period (XI + XIV) 308.39 40.15

Other Comprehensive Income

Other comprehensive income not to be

Reclassified to profit or loss in subsequent

Periods

-Net Gain(loss) on fair value of equity



71

Instruments (204.69) -

-Income tax effect on above 52.71 -

Other comprehensive income for the year, net of tax

Of tax (151.98) -

Total Comprehensive income for the year 156.41 40.15

Earnings per share on equity shares of Rs. 10

22

Each fully paid up

1 Basic 0.20 0.03

2 Diluted 0.20 0.03

For AGARWAL SNAGANERIA & CO. For SPECIALITY PAPERS LIMITED


(Hardik Jain) TANIL SHAH

DIN: 08147255

Membership No.162503 Director



72

Statement of changes in equity for the year ended 31 March 2019

A. Equity share capital

Particulars No of Shares (Rs. in lakhs)

Equity shares of Rs. 10 each issued, subscribed and fully paid

As at 31 March 2018 156,164,136 15,616.41

As at 31 March 2019 156,164,136 15,616.41

B. Other equity

B. Other equity

For the year ended 31 March 2019 Reserve and surplus Other comprehensive

income

Other Equity

Retained earning

Net gain/ (loss) on fair

value of equity instruments

Total equity attributable to equity holders

As at 1 April 2017 4,554.61

(10,535.67)

- (5,981.06)

Profit for the year -

40.15 - 40.15

Other comprehensive income -

- - -

Net gain/ (loss) on fair value of equity instruments

-

- - -

As at 31 March 2018 4,554.61

(10,495.53)

- (5,940.92)

Profit for the year -

308.39 - 308.39

Other comprehensive income -

(151.98)

- (151.98)

Net gain/ (loss) on fair value of equity instruments

-

- - -

As at 31 March 2019 4,554.61

(10,339.12)

- (5,784.51)

As per our report of even date

For Agarwal Sanganeria & Co. For and on behalf of the board Charetred Accountants

Firm Registration No. :317224E

CA Hardik Jain Mr. Nemchand J. Gala Mr. Tanil Shah

Partner Managing Director Director

Membership Number : 162503 DIN: 00193256 DIN: 08147255

Date: 24.05.2019 Preeti Agarwal

Company Secretary



73

CASH FLOW FOR THE YEAR ENDED 31.03.2019

As at 31/03/2019 As at 31/03/2018

Cash flows from operating activities before tax Net Profit before tax (41.72) (670.75)

Adjustments for: Depreciation and Amortization 6.93 8.85

Amortization of share issue expenses & discount on shares Preliminary Expenses W/Off 44000 88000

Interest Income Dividend Income Sundry balances W/back - (8.35) Loss on assets discarded and other non-operating loss 202.18 936.18

Operating profit / (loss) before working capital changes 167.40 266.93

Changes in Working Capital: (Increase)/Decrease in Trade Receivables 111.85 (103.72)

(Increase)/Decrease in Inventories (105.26) (131.48) (Increase)/Decrease in Long-Term Loans and Advances (0.84) (25.40)

(Increase)/Decrease in Short-Term Loans and Advances 154.48 335.35

(Increase)/Decrease in Other Current Assets (15.81) (16.97)

(Increase)/Decrease in Other Non-Current Assets 0.06 33.70

Increase/(Decrease) in Trade Payables (1.19) (42.62)

Increase/(Decrease) in Other financial liabilities (751.09) 722.66

Increase/(Decrease) in Short-Term Provisions (1.18) 11.68

Increase/(Decrease) in Short term borrowings (41.69) 41.69

Profit generated from operations (483.28) 1090.81 Cash flow from extraordinary items Cash generated from operations Tax paid (net of refunds)

Net Cash From/(Used in ) Operating Activities(A) (483.28) 1090.81

Cash Flows from Investing Activities Proceeds from sale of fixed assets Purchase of long-term investments (Subsidiaries) Sale of Assets 510.37 10.00

Purchase of Fixed Assets

Loans & advances given to Subsidiaries Interest received Decrease (Increase) in Non-current investment 758.52 - Dividend received -

Net cash from/(Used in) Investing Activities(B) 1,268.89 10.00

Cash flows from Financing Activities Proceeds from issue of equity shares Security Premium -issue of equity shares Proceeds from issue of preference shares Increase (Decrease long-term borrowings (1,108.66) Repayment of long-term borrowings Proceeds from other short-term borrowings Repayment of other short-term borrowings Share issue expenses



74

Notes:

1. The above statement of cash flows has been prepared under indirect method as set out in

Ind AS 7 ‘Statement of cash flows’. 2. Previous year figures have been regrouped/reclassified, wherever necessary, to

correspond with current year classification.

3. Cash and cash equivalents comprise of : year ended year ended

31 March 2018 31 March 2019

Cash on Hand 9.79 0.23

Balances with banks in current accounts 261.47 23.93

Cash and cash equivalents (Refer Note 11) 271.26 24.16

Cash and cash equivalents for the purpose of above

Statement of cash flows 271.26 24.16

538.52 (0.00)

As per our report of even date

For Agarwal Sanganeria & Co For and on behalf of the Board Chartered Accountants

Firm registration number 317224E

CA Hardik Jain Mr. Nemchand J. Gala Preeti Agarwal

Partner Managing Director Company Secretary

Membership No. : 162503 DIN: 00193256

Mr. Tanil Mafatlal Shah

Director

DATE: 24.05.2019 DIN: 08147255

Finance cost Cash flow from extraordinary items

Net cash from/(Used in) Financing Activities(C) (1,108.66)

Increase in Cash/Cash Equivalents dur. the year(A+B+C) 785.61 (7.85)

Cash and Cash Equivalents at the beginning of the year 24.16 31.99

Cash and Cash Equivalents at the end of the year 809.78 24.16



75

SIGNIFICANT ACCOUNTING POLICIES

1. Company information

Speciality Papers Limited (the company) is a limited company domiciled and incorporated in India.

The company is having its registered office located at Morai National Highway Vapi Valsad GJ

396191 IN.

The separate financial statements (hereinafter referred to as "Financial Statements") of the Company

for the year ended 31 March 2018 were approved and authorised for issue by the Board of Directors

at their meeting held on 30.05.2018.

2. Significant accounting policies

a. Basis of preparation

The financial Statements have been prepared to comply in all material respects with the Indian

Accounting Standards notified under Section 133 of Companies Act, 2013 (the Act) read with

Companies (Indian Accounting Standards (Ind AS) Rules, 2015 and other relevant provisions of the

Act and rules framed thereunder.

For all periods up to and including the year ended 31 March 2017, the Company prepared its financial

statements in accordance with previous GAAP, including accounting standards notified under section

133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounting Standards) Rules,

2014. These financial statements for the year ended 31 March 2018 are the first financial statements

of the Company prepared in accordance with Ind-AS. In accordance with Ind AS 101, the transition

date to Ind AS being 1 April 2016, the comparatives for the previous year ended 31 March 2017 and

balances as on 1 April 2016 reported under previous GAAP have been restated as per Ind AS. Refer

note 31 for understanding how the transition from previous GAAP to Ind AS affected the Company’s earlier reported Balance sheet, financial performance and cash flows.

The financial statements have been prepared under the historical cost convention and on accrual

basis, except for certain financial assets and liabilities measured at fair value as explained in

accounting policies below.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date, regardless of whether that price is

directly observable or estimated using another valuation technique. In estimating the fair value of an

asset or a liability, the Company takes into account the characteristics of the asset or liability if market

participants would take those characteristics into account when pricing the asset or liability at the

measurement date.

The financial statements are presented in Rs. lakhs, except when otherwise indicated.

b. Current and non- current classification

All assets and liabilities have been classified as current or non-current as per the

Company’s normal operating cycle (twelve months) and other criteria set out in the Schedule III to the Act.



76

c. Property, plant and equipment:

i) All property, plant and equipment are stated at original cost of

acquisition/installation (net of input credits availed) less accumulated depreciation

and impairment loss, if any, except freehold land which is carried at cost. Cost

includes cost of acquisition, construction and installation, taxes, duties, freight and

other incidental expenses that are directly attributable to bringing the asset to its

working condition for the intended use and estimated cost for decommissioning of

an asset.

ii) Subsequent expenditure is capitalised only if it is probable that the future economic

benefit associated with the expenditure will flow to the Company.

iii) Property, plant and equipment is derecognised from financial statements, either on

disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the property (calculated as the difference

between the net disposal proceeds and the carrying amount of the asset) is included

in the statement of profit and loss in the period in which the property, plant and

equipment is derecognized.

iv) On transition to Ind AS, the Company has elected to continue with the carrying value

of all of its property, plant and equipment recognised as at 1 April 2016 measured as

per the previous GAAP and use that carrying value as the deemed cost of the

property, plant and equipment

v) Depreciation on property, plant and equipment is provided on straight line method

based on the useful life specified in Schedule II of the Companies Act, 2013.

d. Inventories

Inventories are valued at lower of cost and net realisable value. The cost of raw materials

(construction materials) is determined on the basis of weighted average method. Cost of

work-in-progress and finished stock includes cost of land / development rights,

construction costs, allocated borrowing costs and expenses incidental to the projects

undertaken by the Company.

e. Fair value measurement

The Company's accounting policies and disclosures require the measurement of fair values

for financial instruments.

The Company has an established control framework with respect to the measurement of

fair values. The management regularly reviews significant unobservable inputs and

valuation adjustments.

All financial assets and financial liabilities for which fair value is measured or disclosed in

the financial statements are categorised within the fair value hierarchy, described as

follows, based on the lowest level input that is significant to the fair value

measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets

or liabilities;

• Level 2 — Valuation techniques for which the lowest level input that is significant

to the fair value measurement is directly or indirectly observable, or

• Level 3 — Valuation techniques for which the lowest level input that is significant

to the fair value measurement is unobservable.

The Company recognises transfers between levels of the fair value hierarchy at the

end of the reporting period during which the change has occurred.



77

f. Equity investments in subsidiary

Investments in subsidiary are accounted at cost in accordance with Ind AS 27

“Separate financial statements”.

g. Financial Instruments

Financial Assets

i) Classification

The Company classifies its financial assets either at Fair Value through Profit or

Loss (FVTPL), Fair Value through Other Comprehensive Income (FVTOCI) or at

amortised Cost, based on the Company's business model for managing the financial

assets and their contractual cash flows.

vi) Initial recognition and measurement

The Company at initial recognition measures a financial asset at its fair value plus

transaction costs that are directly attributable to its acquisition. However, transaction

costs relating to financial assets designated at fair value through profit or loss

(FVTPL) are expensed in the statement of profit and loss for the year.

vii) Subsequent measurement

For the purpose of subsequent measurement, the financial asset are classified in four

categories:

a) Debt instrument at amortised cost

b) Debt instrument at fair value through other comprehensive Income

c) Debt instrument at fair value through profit or loss

a) Equity investments.

Debt instruments

Amortised cost:

Assets that are held for collection of contractual cash flows where those cash flows

represent solely payments of principal and interest are measured at amortised cost.

A gain or loss on such instruments is recognised in profit or loss when the asset is

derecognised or impaired. Interest income from these financial assets is calculated using

the effective interest rate method and is included under the head "Finance income".

Fair value through other comprehensive income (FVTOCI): Assets that are held for collection of contractual cash flows and for selling the financial

assets, where the assets’ cash flows represent solely payments of principal and interest, are

measured at fair value through other comprehensive income (FVTOCI). Movements in the

carrying amount are taken through OCI, except for the recognition of impairment gains or

losses, interest revenue and foreign exchange gains and losses which are recognised in the

statement of profit and loss. When the financial asset is derecognised, the cumulative gain

or loss previously recognised in OCI is reclassified from equity to statement of profit and

loss. Interest income from these financial assets is calculated using the effective interest

rate method and is included under the head "Finance income".

Fair value through profit or loss:

Assets that do not meet the criteria for amortised cost or fair value through other

comprehensive income (FVTOCI) are measured at fair value through profit or loss. Gain

and losses on fair value of such instruments are recognised in statement of profit and loss.



78

Interest income from these financial assets is included in other income.

Equity investments other than investments in subsidiaries, joint ventures and associates

The Company subsequently measures all equity investments other than investments in

subsidiaries, joint ventures and associates at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other

comprehensive income, there is no subsequent reclassification of fair value gains and losses

to the statement of profit and loss in the event of de-recognition. Dividends from such

investments are recognised in the statement of profit and loss as other income when the

Company’s right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in the statement of profit and loss.

Impairment losses (and reversal of impairment losses) on equity investments measured at

FVTOCI are not reported separately from other changes in fair value.

Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated

with its assets carried at amortised cost and FVOCI debt instruments. The impairment

methodology applied depends on whether there has been a significant increase in credit

risk.

De-recognition of financial assets A financial asset is derecognised only when:

The rights to receive cash flows from the financial asset have expired

The Company has transferred substantially all the risks and rewards of the financial asset

or

The Company has neither transferred nor retained substantially all the risks and rewards of

the financial asset, but has transferred control of the financial asset.

Financial liabilities i) Classification

The Company classifies all financial liabilities at amortised cost or fair value through

profit or loss.

ii) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair

value through profit or loss, loans and borrowings, deposits or as payables, as

appropriate. All financial liabilities are recognised initially at fair value and, in the

case of loans and borrowings and payables, net of directly attributable transaction

costs.

iii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described

below:

a Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for

trading and financial liabilities designated upon initial recognition as at fair value through

profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of

repurchasing in the near term. Gains or losses on liabilities held for trading are recognised

in the profit or loss.



79

b Loans, borrowings and deposits

After initial recognition, loans, borrowings and deposits are subsequently measured

at amortised cost using the effective interest rate (EIR) method. Gains and losses are

recognised in the statement of profit and loss when the liabilities are derecognised as well

as through the EIR amortization process. The EIR amortization is included in finance costs

in the statement of profit and loss.

c Trade and other payables

These amounts represent liabilities for goods and services provided to the Company

prior to the end of financial year which are unpaid. For trade and other payables maturing

within one year from the balance sheet date, the carrying amounts approximate fair value

due to the short-term maturity of these instruments.

iv) De-recognition of financial liabilities

A financial liability is de-recognised when the obligation under the liability is

discharged or cancelled or expires. When an existing financial liability is replaced by

another from the same lender on substantially different terms, or the terms of an existing

liability are substantially modified, such an exchange or modification is treated as the de-

recognition of the original liability and the recognition of a new liability. The difference in

the respective carrying amounts is recognised in the statement of profit or loss.

Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and

short-term deposit with original maturity upto three months, which are subject to

insignificant risk of changes in value.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents

consists of cash and short-term deposit, as defined above, net of outstanding bank overdraft

as they are considered as an integral part of Company's cash management.

Revenue recognition Revenue from sale of goods

Revenue from sale of goods is recognised when the significant risks and rewards of

ownership have been transferred to the buyer, recovery of the consideration is probable,

the associated cost can be estimated reliably, there is no continuing effective control or

managerial involvement with the goods, and the amount of revenue can be measured

reliably.

Revenue from sale of goods is measured at the fair value of the consideration received or

receivable, taking into account contractually defined terms of payment and excluding taxes

or duties collected on behalf of the government.

ii) Dividend income

Dividend income is recognized when the Company's right to receive the dividend is

established.

Interest income Interest income for all debt instruments, measured at amortised cost or fair value through

other comprehensive income, is recognised using the effective interest rate method.

Foreign currency transactions

Foreign currency transactions are recorded in the reporting currency (Indian rupee) by

applying to the foreign currency amount the exchange rate between the reporting currency

and the foreign currency on the date of the transaction



80

All monetary items denominated in foreign currency are converted into Indian rupees at the year-end

exchange rate. The exchange differences arising on such conversion and on settlement of the

transactions are recognised in the statement of profit and loss. Non-monetary items in terms of

historical cost denominated in a foreign currency are reported using the exchange rate prevailing

on the date of the transaction.

Income taxes

The income tax expenses comprises current and deferred tax. It is recognised in the statement of

profit and loss except to the extent that it relates to items recognised directly in equity or in other

comprehensive income.

Current tax:

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at

the end of the reporting period.

Deferred tax:

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets

and liabilities for financial reporting purposes and the amount used for taxation purposes.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary

differences to the extent that is probable that future taxable profits will be available against which

they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent

that it is no longer probable that the related tax benefit will be realised, such reductions are reversed

when the probability of future taxable profits improves.

Unrecognised deferred tax assets are measured at each reporting date and recognised to the extent

that it has become probable that future taxable profits will be available against which they can be

used.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences

when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner

in which the Company expects at the reporting date to recover or settle the carrying amount of its

assets and liabilities.

Minimum Alternate Tax (MAT) credit is recognised as deferred tax asset only when and to the extent

there is convincing evidence that the Company will pay normal income tax during the specified

period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit

asset is written down to the extent there is no longer a convincing evidence to the effect that the

Company will pay normal income tax during the specified period.

Employee benefits

Short-term benefits Short-term employee benefits are recognized as an expense at the undiscounted amount in the

statement of profit and loss for the year in which the related services are rendered.

Defined contribution plans Payments to defined contribution retirement benefit schemes are charged

to the statement of profit and loss of the year when the contribution to the respective funds are due.

There are no other obligations other than the contribution payable to the fund.



81

Defined benefit plans Defined benefits plans is recognized as an expense in the statement of profit and loss for the year in

which the employee has rendered services. The expense is recognized at the present value of the

amount payable determined using actuarial valuation techniques.

Re-measurement of the net defined benefit liability, which comprises of actuarial gains and losses,

are recognised in other comprehensive income in the period in which they occur.

Other long-term employee benefits

Other long-term benefits are recognised as an expense in the statement of profit and loss at the present

value of the amounts payable determined using actuarial valuation techniques in the year in which

the employee renders services. Re-measurements are recognised in the statement of profit and loss

in the period in which they arise.

Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each balance sheet date if there is any

indication of impairment based on internal/external factors. An asset is treated as impaired when the

carrying amount exceeds its recoverable value. The recoverable amount is the greater of an asset’s or cash generating units, net selling price and value in use. In assessing value in use, the estimated

future cash flows are discounted to the present value using a pre-tax discount rate that reflects current

market assessment of the time value of money and risks specific to the assets. An impairment loss is

charged to the statement of profit and loss in the year in which an asset is identified as impaired.

After impairment, depreciation is provided on the revised carrying amount of the asset over its

remaining useful life. The impairment loss recognized in prior accounting periods is reversed by

crediting the statement of profit and loss if there has been a change in the estimate of recoverable

amount.

Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to

equity shareholders (after deducting preference dividends and attributable taxes) by the weighted

average number of equity shares outstanding during the period. For the purpose of calculating diluted

earnings per share, the net profit or loss for the period attributable to equity shareholders and the

weighted average number of shares outstanding during the period are adjusted for the effects of all

dilutive potential equity shares except when the results would be anti-dilutive.

Provisions, contingent liabilities and contingent assets Provisions are recognised when the Company has a present legal or constructive obligation as a result

of past events, it is probable that an outflow of resources will be required to settle the obligation and

the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

Provisions (excluding retirement benefits) are discounted using pre-tax rate that reflects current

market assessments of the time value of money and the risks specific to the liability. The increase in

the provision due to the passage of time is recognised as interest expense.

A contingent liability is a possible obligation that arises from past events whose existence will be

confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the

control of the company. The Company does not recognize a contingent liability but discloses its

existence in the financial statements.



82

ii) Contingent assets are not recognized, but disclosed in the financial statements where an

inflow of economic benefit is probable.

A Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the

reported amounts of revenues, expenses, assets and liabilities, and the accompanying

disclosures, and the disclosure of contingent liabilities. Estimates and judgements are

continuously evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable. Uncertainty about these

assumptions and estimates could result in outcomes that require a material adjustment to

the carrying amount of assets or liabilities affected in future periods. Revisions to

accounting estimates are recognised in the period in which the estimate is revised.

a) Classification of property The Company determines whether a property is classified as investment property or

inventory:

Investment property comprises land and buildings (principally commercial premises

and retail property) that are not occupied substantially for use by, or in the operations of,

the Company, nor for sale in the ordinary course of business, but are held primarily to earn

rental income and capital appreciation. These buildings are substantially rented to tenants

and not intended to be sold in the ordinary course of business.

Inventory comprises property that is held for sale in the ordinary course of business. Principally, the

Company develops and intends to sell before or on completion of construction.

b) Fair value measurement of financial instruments When the fair values of financial assets and financial liabilities recorded in the

balance sheet cannot be measured based on quoted prices in active markets, their fair value

is measured using appropriate valuation techniques. The inputs to these models are taken

from observable markets where possible, but where this is not feasible, a degree of

judgment is required in establishing fair values. Judgements include considerations of

inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these

factors could affect the reported fair value of financial instruments.

c) Evaluation of percentage completion

Determination of revenues under the percentage of completion method necessarily

involves making estimates, some of which are of a technical nature, concerning, where

relevant, the percentages of completion, costs to completion, the expected revenues from

the project or activity and the foreseeable losses to completion. Estimates of project

income, as well as projects costs, are reviewed periodically. The effect of changes, if any,

to estimates is recognised in the financial statements for the period in which such are

determined.

d) Taxes The Company periodically assesses its liabilities and contingencies related to income

taxes for all years open to scrutiny based on latest information available. For matters

where it is probable that an adjustment will be made, the Company records its best

estimates of the tax liability in the current tax provision. The Management believes that

they have adequately provided for the probable outcome of these matters.



83

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit

will be available against which the losses can be utilised. Significant management judgment is required to

determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the

level of future taxable profits.

e) Recognition and measurement of defined benefit obligations The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions.

Key actuarial assumptions include discount rate, trends in salary escalation and attrition rate. The discount

rate is determined by reference to market yields at the end of the reporting period on government securities.

B Recent accounting pronouncements

.



84

NOTES TO ACCOUNTS

NOTES TO ACCOUNTS

NOTE NO.1 SHARE CAPITAL

PARTICULARS Amount of

current period

Amount of

previous period

A) Authorized Capital

25000000 Equity Shares of Rs. 10 each 25,00,00,00 25,00,00,00

TOTAL 25,00,00,00 25,00,00,00

B) Issued, Subscribed and fully paid, or Subscribed fully paid u p

shares

156,164,136 Equity Shares of Rs.10/- each

15,616.41 15,616.41

TOTAL 15,616.41 15,616.41

NOTE NO. 2 SHORT TERM BORROWINGS

PARTICULARS Amount of current period

Amount of previous period

(a) Unsecured

Schedule Bank (Owing to reconciliation balance become

negative)

- 41.69

TOTAL - 41.69

NOTE NO. 3 TRADE PAYABLES



- -

b) Others 57.36 58.55

TOTAL 57.36 58.55

NOTE NO. 4 OTHER CURRENT LIABILITIES

PARTICULARS Amount of

current period

Amount of

previous period

Other payables Unpaid Dividends - -

Stautory Liabilities 21.95 21.80

Advance received from customers/others - 750.60

Other Liabilities - 0.63



85

TOTAL 21.95 773.03

NOTE NO. 5 SHORT TERM PROVISIONS

PARTICULARS

Amount of current

period


Provision for expenses 88.94 90.42

Provision for direct taxes 78.08 77.78

TOTAL 167.02 168.20

NOTE NO. 6 FIXED ASSETS



Land - 82.34

Building - 434.50

Office And Other Equipment 1.92 2.37

TOTAL 1.92 519.21

NOTE NO. 7 NON- CURRENT INVESTMENTS



Investment in equity shares- unquoted Investment in equity shares 7,782.61 8,409.48

Less : Provision for diminution in value of investment - - TOTAL 7,782.61 8,409.48

Investment in government instrument 0.12 0.12

Investment in others 1.50 1.50

TOTAL 7,784.23 8,411.10

NOTE NO. 8 NON CURRENT LOANS



Deposits with other parties 37.28 36.44 TOTAL 37.28 36.44

NOTE NO. 9 OTHER NON CURRENT ASSETS



Balances with Revenue Authorities. 227.85 227.91 - -

TOTAL 227.85 227.91



86

NOTE NO. 10 DEFERRED TAX ASSETS (NET)



Deferred tax Assets Net gain/(loss) on fair value of equity instruments 573.82 521.12

On carried forward business losses 542.61 292.00

Deferred tax liabilities

WDV of fixed assets 0.49 (99.00)

Net gain/(loss) on fair value of equity instruments - -

Net deferred tax assets / (liabilities) net 1,116.92 714.12

NOTE NO. 11 INVENTORIES



Closing Stock 587.19 481.93 TOTAL 587.19 481.93

NOTE NO. 12 TRADE RECEIVABLES

PARTICULARS Amount

Current Period

Amount

Previous Period

Due from others 18.08 129.94 TOTAL 18.08 129.94

NOTE NO. 13 CASH AND CASH EQUIVALENTS

PARTICULARS Amount

Current Period

Amount

Previous Period

Cash on hand 9.79 0.23 Balances with banks in current accounts - -

Earmarked Balances - -

Margin Money 9.96 9.96

Schedule Bank 251.51 13.97

TOTAL 271.26 24.16

NOTE NO. 14 CURRENT LOANS

PARTICULARS Amount Current Period

Amount Previous Period

Advances 0.72 -

Advances to suppliers - 155.20 TOTAL 0.72 155.20

NOTE NO. 15 OTHER CURRENT ASSETS

PARTICULARS Amount Current Period

Amount Previous Period

Balances with Revenue Authorities 32.78 16.97

TOTAL 32.78 16.97



87

NOTE NO. 16 REVENUE FROM OPERATION



Sale of goods 1472.23 94.75 TOTAL 1472.23 94.75

NOTE NO. 17 Other Income



Interest Income 270 0.54 Rent Income - 0.21

Profit on sale of fixed assets 240.17

Sundry Balance w/Back - 291.88

Other non-operating income 0.56 -

TOTAL 243.42 292.62

NOTE NO. 18 Cost of sales and other operational expenses



Opening Stock 481.93 357.72 Add : Expenses incurred during the year Purchase of goods 1,591.90 218.15

2,073.82 575.87

Closing stock 587.19 481.93

TOTAL 1,486.64 93.94

NOTE NO. 19 EMPLOYEES BENEFIT EXPENSES



(A) Salaries and wages 5.47 0.11

TOTAL 5.47 0.11

NOTE NO.20 DEPRECIATION AND AMORTIZATION EXPENSES


Amount of previous

period

Depreciation on land building and equipments 6.93 8.85

TOTAL 6.93 8.85

NOTE NO.21 OTHER EXPENSES



88

PARTICULARS Amount of current

period

Amount

of previous period

Interest and penalty 1.16 4.07

Legal & Professional fees 33.91 1.30

Professional fees 5.91 2.82

Listing fee 3.75 4.32

Investment discarded 202.18 936.18

Mis. exps. 0.66 0.23

Repairs & Maint-others 0.07 0.25

Audit fees 0.70 0.70

Bank Charges 0.12 0.07

Rent exp. 8.97 5.29

Prior Period Expenses 0.91 -

TOTAL 258.34 955.23

NOTE 22 : Earning per share

Particulars Amount of current period


Profit after tax (Rs. In lakhs) 308.39 40.15

Profit available for distribution to equity shareholders (Rs. In lakhs) 308.39 40.15

Weighted average number of equity shares outstanding (No.) 156,164,136 156,164,136

Face value of equity shares (Rs.) 10.00 10.00

Basic and diluted earnings per share (Rs.) 0.20 0.03



89

ATTENDANCE SLIP

58TH ANNUAL GENERAL MEETING ON 22nd August, 2019

Name and Address of Shareholder Folio No.

No. of Shares Client ID

I hereby record my presence at the 58th Annual General Meeting of the Company at No 8 National

Highway Village Morai, Vapi, P O Box 7, Valsad , Gujarat, 396191on August 22, 2019, Thursday at 11.00

A.M.

Signature of the Shareholder or Proxy

Email Address:

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall.

Members are requested to bring their copies of the Annual Report at the meeting.

Electronic Voting Event Number

(EVEN)

USER I’D PASSWORD



90

FORM NO. MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

Management and Administration Rules, 2014]

Name of the Member(s):

Registered address:

E-mail Id:

Folio No. /Client Id & DP. Id:

I/We…………………………………………………………………………being a member / members

holding……………………..shares of SPECIALITY PAPERS LIMITED hereby appoint:

1 Name: Address:

Email ID: Signature:

2 Name: Address:


3 Name: Address:


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General

Meeting of the company, to be held Thursday, August 22,, 2019 at 11:00 A.M. at No.8 National

Highway Village Morai, Vapi, P O Box 7, Valsad, Gujarat-396191. and at any adjournment thereof in

respect of such resolutions as are indicated below:

Sr.

No

Description. No. of shares

held

FOR AGAINST

1 To Receive, Consider and Adopt the Profit and Loss Account

of the Company for the year ended 31st March, 2019 and Balance Sheet as at that date, Cash Flow statement for the

year ended 31st March, 2019 and Report of the Directors and Auditors thereon.

2 To appoint a Director in place of Mr. Dayaram Ramdular

Sharma Jain (DIN: 07870766), who retires by rotation and

being eligible offered himself for re-appointment.

SPECIAL BUSINESS

3 To Regularize of additional director, Mr. Hiren Boricha

by appointing him as managing director of the company

Signed this 22ND day of August, 2019

Signature(s) of the Shareholder

Signature of Proxy Holder …….

Notes: This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.



91

MGT -12

BALLOT PAPER/POLLING PAPER

Name(s) of Member(s) :

(In BLOCK/CAPITAL LETTERS)

Registered Address :

DP ID / Client ID* or Registered Folio No

:

No. of equity shares held :

*Applicable in case of Share held in electronic from

I/We hereby exercise my/our vote in respect of the following resolution(s) as set out in the Notice of 58th Annual

General Meeting of Company scheduled to be held on Thursday, August 22,, 2019 at 11:00 A.M. at No.8 National

Highway Village Morai, Vapi, P O Box 7, Valsad, Gujarat-396191, which is proposed to be placed for consideration of

members at the aforesaid Annual General Meeting of the Company, by conveying my/our assent and/or dissent to

the said Resolution(s) in the relevant box as stated here in below:

Reso No. Resolution No. of Equity

Share(s) held

I/We assent to

the resolution

(For)*

I/We dissent

to the

resolution

(Against)*

Ordinary Businesses

1. To Receive, Consider and Adopt the Profit and Loss Account of the

Company for the year ended 31st March, 2019 and Balance Sheet as at

that date, Cash Flow statement for the year ended 31st March, 2019 and

Report of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Dayaram Ramdular Sharma Jain

(DIN: 07870766), who retires by rotation and being eligible offered

himself for re-appointment

Special Businesses

3. To Regularize of additional director, Mr. Hiren Boricha by appointing

him as managing director of the company

*Please put a tick mark ( ) in appropriate column against the resolution(s) indicated above. In case of member/proxy

wishes his/her vote to be used differently, he/she should indicate the number of shares under the columns ‘For’ and/or ’Against’.

Place:

Date: Signature of Member



92

ROUTE MAP TOWARDS VENUE OF AGM 2018-19 OF SPECIALITY PAPERS LIMITED

Documents

SPECIALITY PAPERS LIMITED - Bombay Stock …...Bhakti Ashish Thakkar : Member REGISTERED OFFICE LISTED AT Village Morai, National Highway No.8, Vapi, Dist. Valsad, Gujarat-396191 Tel