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Shree Krishna Paper Mills & Industries Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
The Directors are pleased to present herewith the 53rd Annual Report together with the Audited Financial Statements of your
Company for the Financial Year (''FY'') ended March 31,2025.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended on March 31,2025 is summarised below:
|
2024-25 |
2023-24 |
|
|
Revenue from Operations |
16,870.84 |
14,435.22 |
|
Other Income |
124.80 |
108.35 |
|
Total Income |
16,995.64 |
1--4-,-5--4--3-.-5--7- |
|
Profit before exceptional items & tax |
194.84 |
65.36 |
|
Exceptional items |
- |
(0.98) |
|
Profit before tax |
194.84 |
64.38 |
|
Less: Tax expense |
82.10 |
26.34 |
|
Profit for the year |
112.74 |
38.04 |
|
Other Comprehensive Income |
61.94 |
0.16 |
|
Total Comprehensive Income |
174.68 |
38.20 |
During the year under review, the revenue from operations
was increased to ''16,870.84 lakhs against ''14,435.22 lakhs in
the last financial year. The Company has earned profit before
exceptional items & tax of '' 194.84 lakhs against
corresponding profit of '' 65.36 lakhs in the last year. Net
profit after tax has been increased to ''112.74 lakhs against
corresponding profit of '' 38.04 lakhs in the last year. During
the year under review, the Company has improved its
performance and your Directors are hopeful for the improved
performance in the coming year.
DIVIDEND
In l ine with the objective of conserving financial resources and
strengthening the long-term value for stakeholders, the Board
of Directors has deemed it prudent not to recommend any
dividend on equity shares for the financial year ended March
31, 2025. This decision has been taken after careful
consideration of the Company''s current financial position,
future investment plans, and overall business strategy.
The debts of the Company were re-structured under CDR
mechanism in 2009 and as per restructuring package, 4%
cumulative redeemable preference shares were issued to all
lenders i.e. Bank of India, Dena Bank (now Bank of Baroda),
Andhra Bank (now Union Bank of India) and Catholic Syrian
Bank. Since, dividend on 4% cumulative redeemable
preference shares was to be paid compulsorily to the bankers
as part of the CDR package, during the financial year 2024-25
the Company has paid such dividend of '' 145.75 lakhs which
was duly passed by the Shareholders in the last AGM held on
September, 30, 2024.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31,2025 was
'' 1,352.17 lakhs. During the year under review, the Company
has neither issued any shares through differential voting rights
nor issued any sweat equity shares and equity shares under
Employees Stock Option Scheme.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock
Exchange. Further, voluntary De-listing of equity shares of the
Company from The Calcutta Stock Exchange has been done
w.e.f. April 2, 2025.
PUBLIC DEPOSITS
During the year under review, your Company has neither
accepted nor renewed any deposits from public within the
meaning Chapter V of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014. Further
there are no outstanding deposits as on March 31,2025.
EXTRACT OF ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 134
(3) and 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 for the
financial year 31st March, 2025 is available on the website of
the Company at https://skpmil.com/annual-report-annual-
return/
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31,2025, the Company''s Board comprised of Six
Directors out of which two are Executive Directors, three
Independent Directors and one Non-Executive Non¬
Independent Director. The Composition of the Board is in
conformity with the provisions of the Companies Act, 2013
and SEBI (LODR) Regulations.
During the year under review, Mrs. Shikha Singhal (DIN:
03030671) tendered her resignation as an Independent
Director of the Company, with effect from close of business
hours on August 13, 2024, citing her pre-occupation and other
personal commitments. The Board has placed on record
sincere appreciation and gratitude for contributions made by
her during her tenure as a director.
Based on the recommendation of the Nomination and
Remuneration Committee and the Board, Shareholders of the
Company at its Annual General Meeting held on September
30, 2024 approved appointment of Mrs. Yukti Gulati Chanana
(DIN: 10729190) as an Independent Director of the Company
for the first term of 5 (Five) consecutive years w.e.f. August 13,
2024 upto August 12, 2029 in accordance with the provisions
of Section 149, 150 and 152 of the Companies Act, 2013 read
with Schedule IV and Rules made thereunder and other
applicable provisions of the Companies Act, 2013, if any.
Further, based on the recommendation of the Nomination and
Remuneration Committee and the Board, Shareholders of the
Company through special resolution passed by postal ballot
dated February 13, 2025 approved appointment of Mr. Ashish
Sharma (DIN: 10936900) and Mr. Harish Kumar (DIN:
10936893), as an Independent Directors for a period of 5 years
w.e.f. March 25, 2025 till March 24, 2030.
During the year, Mr. Lal Chand Sharma (DIN:00196158) and
Mr. Prakash Narayan Singh (DIN:00076392) have completed
their second consecutive term as Independent Directors of the
Company and consequently, ceased to be the Independent
Directors of the Company w.e.f. closing of business hours on
March 26, 2025.
Pursuant to the provisions of Section 1 52 of the Companies
Act, 201 3 and the Articles of Association of the Company,
Mr. Dev Kishan Chanda (DIN: 00407123), will retire by
rotation at the 53 rd Annual General Meeting and being eligible,
has offered himself for re-appointment.
During the year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission, if any
and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board /Committee of the
Company.
Pursuant to the provisions of Section 203 of the Companies
Act, 2013 and Regulation 6 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Key
Managerial Personnel of the Company as on March 31,2025
are: Mr. Narendra Kumar Pasari (DIN: 00101426) Managing
Director, Mr. Naynesh Pasari (DIN: 00519612), Whole-Time
Director (designated as Executive Director), Mr. Sanjiv Kumar
Agarwal, Chief Financial Officer and Mrs. Ritika Priyam who
acts as Company Secretary & Compliance Officer of the
Company.
Except Mr. Narendra Kumar Pasari and Mr. Naynesh Pasari,
none of the Directors is related to any other Director of the
Company. Mr. Naynesh Pasari, Executive Director, is the son
of Mr. Narendra Kumar Pasari, Managing Director of the
Company.
The information on the particulars of Director eligible for
appointment in terms of Regulation 36(3) of SEBI (LODR)
Regulations has been provided in the notes to the notice
convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the
provisions of the Act, read with Schedule IV and Rules issued
thereunder, and the Listing Regulations. There has been no
change in the circumstances affecting their status as
Independent Directors of the Company. They have also
confirmed about their registration with the Independent
Director''s Database maintained by the Indian Institute of
Corporate Affairs.
BOARD EVALUATION
In accordance with the provisions of the Companies Act, 2013
and relevant Regulations of SEBI Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company undertook an annual evaluation of
the performance of the Board, its Committees and all the
individual Directors. The manner in which the annual
performance evaluation has been carried out is explained in
the Corporate Governance Report which forms part of this
report.
The Board evaluated its performance after seeking inputs from
all the Directors on the basis of criteria such as the Board
composition and structure, effectiveness of Board processes,
information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as
the composition of Committees, effectiveness of Committee
meetings, etc.
The performance evaluation of the Independent Directors was
carried out by the whole Board. In a separate meeting of
Independent Directors, performance of Non-Independent
Directors and the Board as a whole was evaluated.
REMUNERATION POLICY
To comply with the provisions of Section 1 78 of the Act
and Rules made thereunder and Regulation 19 of SEBI
(LODR) Regulations, based on the recommendations of
the Nomination and Remuneration Committee (''NRC''),
the Company has formulated a Nomination and
Remuneration Policy for selection, appointment, and
remuneration of Directors, Key Managerial Personnel, and
Senior Management Personnel. The Policy includes, inter-
alia, the criteria for determining qualifications, positive
attributes, independence of a Director, appointment and
remuneration of Directors, KMPs, Senior Management
Personnel and other employees of the Company.
The Company''s Policy is available on the Company''s
website at https://skpmil.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policy.pdf
COMMITTEES OF THE BOARD
The Board Committee(s) are essential for effective corporate
governance, providing focussed oversight and specialized
expertise in key areas. They enhance the Board''s efficiency by
allowing focussed discussions and in-depth analysis on
specific topics, such as finance, audit, governance, and risk
management. This division of responsibilities ensures
thorough oversight, informed decision-making, and strategic
focus, ultimately strengthening Company''s overall
Governance Framework.
The details on the composition of the Board and its
Committees, governance of committees including its terms of
reference, number of committee meetings held during the
financial year 2024-25, and attendance of the members, are
provided in the Report of Corporate Governance forming part
of this Annual Report. The composition and terms of reference
of all the Committees of the Board of Directors of the Company
are in line with the provisions of the Act and the Listing
Regulations.
MEETINGS OF THE BOARD
During the financial year under review, 12 (Twelve) meetings
of the Board of Directors were convened and held. The
intervening gap between any two consecutive meetings was
within the time limit prescribed under the Companies Act,
2013 and SEBI (LODR) Regulations. The details of the
meetings and the attendance of the Directors at the said
meetings are provided in the Corporate Governance Report,
which forms a part of this Report. The necessary quorum was
present for all the meetings.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act
read with the Companies (Corporate Social Responsibility
Policy) Ru I e s, 2014 , t h e C S R Po l i cy of t h e Co m pa n y i s
available on the website of the Company and can be accessed
at https://skpmil.com/wp-content/uploads/2025/07/
Corporate-Social-Responsibility-Policy.pdf The Company did
not fall under the criteria as specified under Section 135 of the
Companies Act, 2013 and accordingly, it was not required to
comply with the provisions of Corporate Social Responsibility
during the year under review.
Annual Report on CSR activities for the financial year 2024-25
as required under Sections 134 and 135 of the Act read with
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules 2014 is attached to this report as Annexure - A.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory
modification(s) and/or re-enactment(s) thereof for the time
being in force), the Directors of the Company confirm that:
i) in the preparation of the annual accounts for the financial
year ended on March 31,2025, the applicable accounting
standards have been followed and there is no material
departure from the same.
ii) the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a
going concern basis;
v) the Directors have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint
venture/associate company within the meaning of the Act.
CORPORATE DEBT RESTRUCTURING
The debts of the Company were restructured under Corporate
Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.
After making payment of dividend on 4% cumulative
redeemable preference shares during the financial year 2024¬
25, the CDR package was marked as closed by the bankers.
RISK MANAGEMENT
The Company is committed to achieve sustainable
business growth, securing assets, protecting shareholder
investments, ensure compliance with relevant laws and
regulations and managing risks through effecting risk
management systems and structures. The Company has
established a comprehensive mechanism to identify, assess,
monitor and mitigate various risks associated with its key
business objectives. Periodic reviews help in identifying
weaknesses which are promptly addressed to strengthen the
system.
INTERNAL FINANCIAL CONTROLS
In the opinion of the Board, your Company has in place an
adequate system of internal control commensurate with its
size and nature of business. This system provides a reasonable
assurance in respect of providing financial and operational
information, complying with applicable statutes, safeguarding
of assets of the Company and ensuring compliance with
corporate policies. Internal Auditor also performs periodic
audits in accordance with the pre-approved plan and audit
findings along with management response are shared with the
Audit Committee.
CURRENT OUTLOOK
India''s pulp and paper market is currently experiencing a
significant transformation fuelled by a mix of economic,
demographic and technological factors. The Indian paper
industry is expected to see a period of recovery and growth
driven by increasing demand for packaging and household
paper products and a focus on sustainability. Despite the
continued focus on digitization, India''s demand for paper is
expected to rise in the coming years, primarily due to a
sustained increase in thrust in rural education, growing
ecommerce consumerism, increase in organized modern
retailing, increasing use of documentation are expected to
positively affect paper consumption and demand in India.
India''s overall economic growth is a key factor influencing the
paper industry''s expansion. As the fastest-growing paper
market worldwide, India is poised for significant expansion,
aligning with the country''s economic growth.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is attached herewith as Annexure-B and forms part of
this annual report
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
M/s. Radheshyam Sharma & Co., Chartered Accountants [Firm
Registration No. 016172N] vide their letter dated August 13,
2024 have resigned from the position of Statutory Auditor of
the Company, resulting into a casual vacancy in the office of
Statutory Auditor of the Company as envisaged by section
139(8) of the Companies Act, 2013. Hence, in order to fill up
the casual vacancy, the Company has appointed M/s. Ashwani
Garg & Associates, Chartered Accountants, [Firm Registration
No. 019179N] as Statutory Auditor of the Company in the
Board Meeting convened on August 13, 2024. In terms of the
provisions of Section 139 of the Companies Act, 2013 read
with rules made thereunder, appointment of Statutory
Auditor in causal vacancy caused due to resignation of the
existing Auditor, shall also be approved by the Company in a
general meeting convened within three months of
appointment/recommendation of the Board, and such Auditor
shall hold office till the conclusion of the next Annual General
Meeting (AGM).
Accordingly, on the recommendation of the Board of
Directors, Shareholders in 52nd AGM had approved the
appointment of M/s. Ashwani Garg & Associates as Statutory
Auditor of the Company to fill the casual vacancy till the
conclusion of 52nd AGM and appointment for a period of 5
years commencing from the conclusion of 52nd AGM till the
conclusion of the 57th AGM to be held in calendar year 2029.
The Statutory Auditor''s Report for the Financial Year 2024-25
does not contain any qualification, reservation or adverse
remark. The observations made in the Auditor''s Report, read
together with relevant notes thereon, are self-explanatory and
hence do not call for any comments. The Auditor have not
reported any fraud under Section 143(12) of the Companies
Act,2013.
The details relating to fees paid to the Statutory Auditors are
given in the Notes of the Financial Statements.
Cost Auditors
In terms of the provisions of Section 148 and all other
applicable provisions of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, as amended from time
to time, the Board has, on the recommendation of Audit
Committee, approved the re-appointment of M/s. Vijender
Sharma & Co., Cost Accountants, Delhi (Firm Registration No.
00180) as the Cost Auditors of the Company to conduct cost
audits for the year ending March 31, 2025. M/s. Vijender
Sharma & Co. have furnished a certificate of their eligibility
and consent for appointment.
In compliance with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, remuneration payable to cost auditor
for conducting cost audit for the year ended March 31,2025,
was ratified by Members, by passing an ordinary resolution at
the 52nd AGM held on September 30, 2024.
The company has duly prepared and maintained the cost
accounts and records as required under Section 148(1) of the
Act.
There were no qualifications, reservations or adverse remarks
made by Cost Auditors in their Cost Audit Report for the
financial year ended on March 31, 2024 and the same was
filed under XBRL mode within the stipulated time period. Cost
Audit Report for the year ending March 31,2025 shall be filed
within due date
The Board of Directors of the Company at its meeting
held on May 30, 2025, on the recommendation of the
Audit Committee, have approved the re-appointment of
M/s. Vijender Sharma & Co., Cost Accountants, Delhi (Firm
Registration No. 00180) as the Cost Auditor for the financial
year 2025-26 and has recommended their remuneration to the
Members for ratification at the ensuing AGM.
Secretarial Auditors
Pursuant to the amended provisions of Regulation 24A of the
SEBI (LODR) Regulations and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and
the Board of Directors have approved and recommended the
appointment of M/s. BLAK & Co., Peer Reviewed Firm of
Company Secretaries in Practice (Firm Registration Number:
P2013UP092800) as Secretarial Auditors of the Company for a
term of upto 5(Five) consecutive years to hold office from the
conclusion of ensuing AGM till the conclusion of 58th (Fifty
Eighth) AGM of the Company to be held in the Year 2030, for
approval of the Members at ensuing AGM of the Company.
Brief resume and other details of M/s. BLAK & Co, a firm of
Company Secretaries in Practice, are separately disclosed in
the Notice of ensuing AGM.
M/s. BLAK & Co have given their consent to act as Secretarial
Auditors of the Company and confirmed that their aforesaid
appointment (if made) would be within the prescribed limits
under the Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and SEBI
(LODR) Regulations.
The Secretarial Audit Report for the Financial Year 2024-25
does not contain any qualification, reservation or adverse
remark and is attached to this report as Annexure - C. Further,
the Secretarial Auditors have not reported any fraud under
Section 143(12) of the Act.
Secretarial Compliance Report
Annual Secretarial Compliance Report for the financial year
ended March 31, 2025 on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder, was
obtained from M/s. BLAK & Co., Practicing Company
Secretaries and the same was submitted to the stock exchange
within the prescribed time limit.
Internal Auditors
On the recommendation of the Audit Committee, the
Company had appointed M/s. GAMS & Associates LLP.,
Chartered Accountants, as the Internal Auditors of the
Company for the financial year 2024-25. The Internal Audit
Reports submitted by them were reviewed and considered by
the Audit Committee and the Board of Directors.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES UNDER SECTION 186 OF THE ACT
During the year, the company has not given any loans or
guarantees covered under the provisions of section 186 of the
Companies Act, 2013. The earlier investments made by
company are provided in the notes to the financial statements
in this Annual Report.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined
under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
during the financial year were in the ordinary course of
business and on arm''s length basis. All the related party
transactions are presented to the Audit Committee and the
board. Prior omnibus approval is obtained for the transactions
which are foreseen and repetitive in nature. Details of
transactions with related parties during the financial year
2024-25 are disclosed in the notes to the financial statements
forming part of this Annual Report. The Company has no
contracts or agreements with related parties as defined by
Section 188(1) of the Companies Act, 2013. Therefore, the
requirement to disclose related party transactions under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to
the Company for the financial year 2024- 25 and hence does
not form part of this report.
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related
Party Transactions. The Policy can be accessed on the
Company''s website at https://skpmil.com/wp-
content/uploads/2025/07/Related-Party-T ransaction-
Policy.pdf
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and
Regulation 22 of SEBI (LODR) Regulations, the Company has
adopted a Vigil Mechanism/Whistle Blower Policy. The
primary aim of this Policy is to offer a platform for Directors
and Employees to raise issues related to financial irregularities,
including fraud, misconduct, or unethical dealings within the
Company, which could adversely affect the organization
financially or in other ways. No individual is denied the
opportunity to approach the Chairman of the Audit
Committee. During the year under review, no complaint was
received under the Vigil Mechanism/ Whistle Blower Policy.
The said policy is also available on the website of the
Company at https://skpmil.com/wp-content/uploads/2025/07/
Whistle-Blower-Policy.pdf
CORPORATE GOVERNANCE
The Company believes that good Corporate Governance is
essential for achieving long-term corporate goals and
enhancing stakeholders'' value. The Company is in full
compliance with the Corporate Governance requirements in
terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A report on Corporate
Governance and a certificate from the Statutory Auditor of the
Company confirming compliance with the Corporate
Governance requirements are attached and forms part of this
annual report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year
under review is presented in a separate section, forming an
integral part of this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
It has been an endeavor of the Company to support women
professionals through a safe, healthy and conducive working
environment by creating and implementing proper policies to
tackle issues relating to safe and proper working conditions for
them. The Company has in place a Policy and Guidelines for
Prevention and Prohibition of Sexual Harassment at the
Workplace in compliance with The Sexual Harassment of
Women at Workplace (Prohibition, Prevention and Redressal)
Act, 2013. During the year under review, the Company had
not received any complaints on sexual harassment. The said
policy is also available on the website of the Company at
https://skpmil.com/wp-content/uploads/2025/07/Prevention-
of-sexual-harassment-policy.pdf
MANAGERIAL REMUNERATION & PARTICULARS OF
EMPLOYEES
The information required by Section 197(12) of the Act,
together with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
pertaining to the remuneration and employees of the
Company, is provided as Annexure-D to this Report.
CREDIT RATING
As per Bank''s existing guidelines, external credit rating is not
compulsory if the credit exposure is below '' 50 Crores. Since
our total credit exposure is below '' 50 crores, external credit
rating is not required in our case also and accordingly,
external credit rating was withdrawn in the last financial year.
OTHER DISCLOSURES
The Directors further state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions/events related to these items during the financial
year under review:
1. No amount has been or is proposed to be transferred to
any reserves of the Company.
2. During the year under review, there was no change in the
nature of business of the Company.
3. There were no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations. However,
Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the Notes
forming part of the Financial Statement.
4. There were no special resolution passed pursuant to the
provisions of Section 67(3) of the Act and hence, no
information as required pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.
5. The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.
6. No application was made or any proceedings pending
against the Company under the Insolvency and
Bankruptcy Code, 2016. During the year under review,
your Company has not made any onetime settlement with
any bank or financial institution.
7. There was no suspension of trading of securities of the
Company on account of corporate action or otherwise.
8. There was no revision made in Financial Statements or the
Board''s Report of the Company.
9. During the year under review, no amount was required to
be transferred to Investor Education and Protection Fund.
10. No material changes and commitments have occurred
after the closure of the Financial Year 2024-25 till the date
of this Report which would affect the financial position of
our company.
ACKNOWLEDGEMENT
The Board has pleasure in recording its appreciation for the
assistance, co-operation and support extended to the
Company by the Government Authorities, Banks/Financial
Institutions, and other Stakeholders, including members,
customers, and suppliers, among others. The Company is
grateful to all employees for their exemplary co-operation
during the year. The Directors place on record their
appreciation of the excellent effort made by every employee to
enhance the company''s performance.
For and on behalf of the Board of Directors of
Shree Krishna Paper Mills & Industries Ltd.
Dev Kishan Chanda Narendra Kumar Pasari
Director Managing Director
DIN:00407123 DIN: 00101426
Place : New Delhi
Date : May 30, 2025
Mar 31, 2024
Your Directors are pleased to present 52nd Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,2024.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended on March 31,2024 is summarised below:
|
2023-2024 |
2022-2023 |
|
|
Revenue from Operations |
14,435.22 |
17,787.69 |
|
Other Income |
108.35 |
29.76 |
|
Total Income |
14,543.57 |
1--7-,-8--1--7-.-4--5- |
|
Profit before exceptional items & tax |
65.36 |
325.96 |
|
Exceptional items |
(0.98) |
1,332.39 |
|
Profit before tax |
64.38 |
1,658.35 |
|
Less: Tax expense |
26.34 |
402.13 |
|
Profit for the year |
38.04 |
1,256.22 |
|
Other Comprehensive Income |
0.16 |
0.87 |
|
Total Comprehensive Income |
38.20 |
1,257.09 |
During the year under review, the revenue from operations was ''14,435.22 lakhs against ''17,787.69 lakhs in the last financial year. The Company has earned profit before exceptional items & tax of ''65.36 lakhs against corresponding profit of '' 325.96 lakhs in the last year. Net profit after tax is ''38.04 lakhs against corresponding profit of ''1,256.22 lakhs (including exceptional items income of ''1,332.39 lakhs) in the last year. The performance of the Company has been affected due to supply chain disruptions resulting into multifaceted effects on the Company''s operations like higher transportation cost and scarcity of imported raw materials. Further, price of raw materials were also increased. Your Directors are hopeful for the improved performance in the next year.
DIVIDEND
To conserve the funds for operations of the Company, the Board does not recommend any dividend on equity shares for the financial year ending on March 31,2024.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2024 was ''1,352.17 lakhs. During the year under review, the Company has neither issued any shares through differential voting rights nor issued any sweat equity shares and equity shares under Employees Stock Option Scheme.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is in process.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 (the ''Act'') and rules made thereunder.
EXTRACT OF ANNUAL RETURN
The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and web link for the same is: http://www.skpmil.com/AnnualReport.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, Mrs. Rakhi Verma (DIN: 07995132) resigned as Director of the Company w.e.f. August 10,2023. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a director.
The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) and in accordance with provisions of the Act and SEBI Listing Regulations has appointed Mr. Naynesh Pasari (DIN: 00519612) as Wholetime Director (designated as Executive Director) on the Board w.e.f. August 10, 2023, liable to retire by rotation.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Naynesh Pasari (DIN: 00519612), will retire by rotation at the 52nd Annual General Meeting and being eligible, has offered himself for re-appointment.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel of the Company as on March 31,2024 are: Mr. Narendra Kumar Pasari (DIN: 00101426) Managing Director, Mr. Naynesh Pasari (DIN: 00519612), Whole-time Director (designated as Executive Director), Mr. Sanjiv Kumar Agarwal, Chief Financial Officer and Mrs. Ritika Priyam who acts as Company Secretary & Compliance Officer of the Company.
Except Mr. Narendra Kumar Pasari and Mr. Naynesh Pasari, none of the Directors is related to any other Director of the Company. Mr. Naynesh Pasari, Executive Director, is the son of Mr. Narendra Kumar Pasari, Managing Director of the Company.
The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (LODR) Regulations has been provided in the notes to the notice convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that there has been no change in the circumstances affecting their status.
BOARD EVALUATION
In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.
In compliance with Regulation 17(10) of the Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.
Further, to comply with Regulation 25 (4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors and Board as a whole at a separate meeting of Independent Directors.
The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report. Board is responsible to monitor and review Directors'' Evaluation framework.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
In Compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations and as recommended by the Nomination and Remuneration Committee (''NRC''), the Board formulated a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters as required by the Companies Act, 2013. The functions of the NRC are mentioned in the Corporate Governance Report, which forms part of the Integrated Report.
The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section178 of the Act, is available on our website, at https://www.skpmil.com/SKPDocuments/InvestorsDoc/2021 0816083053-Nomination%20and%20Remuneration% 20Policy.pdf
COMMITTEES OF THE BOARD
The Board Committees play a vital role in strengthening the Corporate Governance practices. The Board has constituted several Committees of Directors with adequate delegation of powers to focus effectively on the issues and ensure expedient resolution of diverse matters. Each Committee has specific terms of reference setting forth the purpose, role and responsibilities. Minutes of the proceedings of all the Committee meetings are circulated to the Board to take note of the same. The details with respect to the composition, terms of reference, number of meetings held etc. are given in the Corporate Governance Report, which forms part of this Annual Report.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 14 (Fourteen) times during the year under review. The details of the meetings
and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Report. The necessary quorum was present for all the meetings. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed at http://www.skpmil.com/SKPDocuments/Investors Doc/2021 081 6083240-Corporate%20Social%20 Responsibility%20Policy.pdf
The Company did not fall under the criteria as specified under Section 135 of the Companies Act, 2013 and accordingly, it was not required to comply with the provisions of Corporate Social Responsibility during the year under review.
The disclosures required to be given under section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 are given in Annexure-A forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i) in the preparation of the annual accounts for the financial year ended on March 31,2024, the applicable accounting standards have been followed and there is no material departure from the same.
ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year;
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Annual Accounts have been prepared on a going concern basis;
v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and these systems were adequate and operating effectively.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Act.
CORPORATE DEBT RESTRUCTURING
The debts of the Company were restructured under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1,2009.
RISK MANAGEMENT
The Risk Management framework of the Company essentially comprises of two elements i.e. risk enabled performance management process adopting the value-based driver tree approach and risk management structure. The Company has established robust and structured mechanism for identifying, classifying, prioritising, reporting and mitigation of risks. The Risk Management framework compliments and does not replace other existing programs, such as those relating to emission, quality and compliance matters.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the Company''s operations. Internal Auditor also performs periodic audits in accordance with the pre-approved plan and audit findings along with management response are shared with the Audit Committee.
CURRENT OUTLOOK
The paper industry has a long history of innovation and it must continue to adapt and evolve to remain relevant and sustainable. With the right investments and strategies, the paper industry can continue to play a vital role in modern society while minimizing its impact on the environment. India''s expanding packaging and printing industries are expected to increase the country''s need for paper. In order to increase production, efficiency, and quality, new processes and cutting-edge technologies are constantly being developed in the paper industry. The future of the paper industry in India promises growth in economy, employment, education, and environmental sustainability. By embracing technological advancements, focusing on sustainability, and adapting to changing market dynamics, the industry can continue to thrive and contribute to India''s economic and environmental goals.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134 (3 )(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is attached to this report as Annexure-B.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 48th Annual General Meeting of the Company to hold office till the conclusion of the 53rd Annual General Meeting of the Company.
The Statutory Auditor''s Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The observations made in the Auditor''s Report, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. The Auditor have not reported any fraud under Section 143(12) of the Companies Act,2013.
The details relating to fees paid to the Statutory Auditors are given in the Notes of the Financial Statements.
Cost Auditors
Your Board of Directors had re-appointed M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the year ending March 31, 2024, in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company.
In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to cost auditor for conducting cost audit for the year ended March 31,2024, was ratified by Members, by passing an ordinary resolution at the 51st AGM held on September 26, 2023.
The company has duly prepared and maintained the cost accounts and records as required under Section 148(1) of the Act.
There were no qualifications, reservations or adverse remarks made by Cost Auditors in their Cost Audit Report for the financial year ended on March 31, 2023 and the same was filed under XBRL mode within the stipulated time period. Cost Audit Report for the year ending March 31,2024 shall be filed within due date.
Secretarial Auditors
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director had appointed M/s BLAK & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31,2024. The Report of the Secretarial Audit is annexed herewith as Annexure-C. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.
Secretarial Compliance Report
In accordance with Regulation 24A of the SEBI Listing Regulations, annual Secretarial Compliance Report was obtained from M/s BLAK & Co., Practicing Company Secretaries. The Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations. The said report was filed with the stock exchanges, within the stipulated timeline.
Internal Auditors
In accordance with Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s GAMS & Associates LLP., Chartered Accountants, as the Internal Auditor to carry out the internal audit for the financial year 2023-24. The Internal Audit report is regularly reviewed by the audit committee.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE ACT
During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The earlier investments made by company are provided in the notes to the financial statements in this Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Compa n y '' s we bs i te at https://www.skpmil.com/SKPDocuments /InvestorsDoc/2 0 2 4 0 3 0 1 1 0 5 0 1 6-Related%20Party%20 Transaction%20Policy.pdf
During the year under review, all related party transactions entered into by the Company, were approved by the Audit
Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023 - 24 and hence does not form part of this report.
Details of related party transactions entered into by the Company have been disclosed in the notes to the financial statements forming part of this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) 2015, to report concerns about unethical behaviour. The main objective of this Policy is to provide a platform to Directors and Employees inter-alia to raise concerns regarding any financial irregularity including fraud, misconduct or unethical matters/ dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. No person is denied access to the Chairman of the Audit Committee. During the year under review, no complaint was received under the Vigil Mechanism/ Whistle Blower Policy. The said policy is also available on the website of the Co m pa n y at https://www.skpmil.com/SKPDocuments/Investors Doc/20210816083029-Whistle%20Blower%20Policy.pdf
CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to adhere to the best standards of corporate governance and ethical practices. Report on Corporate Governance and Certificate by the Statutory Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, Management Discussion and Analysis Report is provided in a separate section and forms part of this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company maintains a zero-tolerance policy towards
sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, Company had not received any complaints on sexual harassment.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as Annexure-D to this Report.
CREDIT RATING
As per Bank''s existing guidelines, external credit rating is not compulsory if the credit exposure is below '' 50 Crores. Since our total credit exposure is below '' 50 crores, external credit rating is not required in our case also. On the basis of NOC received from Banks, your Company has withdrawn external credit during the year.
OTHER DISCLOSURES
The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:
1. No amount has been or is proposed to be transferred to any reserves of the Company.
2. During the year under review, there was no change in the nature of business of the Company.
3. During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.
4. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Act and hence, no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
5. The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.
6. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24.
7. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.
8. There was no revision made in Financial Statements or the Board''s Report of the Company.
9. During the year under review, no amount was required to be transferred to Investor Education and Protection Fund.
10. No material changes and commitments have occurred after the closure of the Financial Year 2023-24 till the date of this Report which would affect the financial position of our company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company''s success. Your Directors look forward to their continued support in future.
For and on behalf of the Board of Directors of Shree Krishna Paper Mills & Industries Limited
Dev Kishan Chanda Narendra Kumar Pasari
Director Managing Director
DIN:00407123 DIN:00101426
Place : New Delhi Date : May 30, 2024
Mar 31, 2023
Your Directors are pleased to present 51st Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,'' 2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended on March 31, 2023 is summarised below:
('' in Lakhs)
|
2022-2023 |
2021-2022 |
|
|
Revenue from Operations |
17,787.69 |
10,347.57 |
|
Other Income |
29.76 |
92.02 |
|
Total Income |
17,817.45 |
10,439.59 |
|
Profit/(Loss) before exceptional item & tax |
325.96 |
(171.36) |
|
Exceptional item |
1,332.39 |
-- |
|
Profit/(Loss) before tax |
1,658.35 |
(171.36) |
|
Less: Tax expense |
402.13 |
(39.90) |
|
Profit/(Loss) for the year |
1,256.22 |
(131.46) |
|
Other Comprehensive Income/(Loss) |
0.87 |
(4.07) |
|
Total Comprehensive Income/(Loss) |
1,257.09 |
(135.53) |
During the year under review, there is a significant improvement in the performance of the Company. Revenue from operations stood at ''17,787.69 lakhs against ''10,347.57 lakhs in the last financial year. The Company has achieved profit before tax of at ''325.96 lakhs against loss of ''171.36 lakhs in the previous financial year 2021-22. In addition, the Company has also earned exceptional item income of ''1,332.39 lakhs resulting total profit after tax of ''1,256.22 lakhs against loss of ''131.46 lakhs in the previous financial year. Your Directors are hopeful for the continuation of improved performance in the next year.
DIVIDEND
To conserve the funds for operations of the Company, the Board does not recommend any dividend on equity shares for the financial year ending on March 31, 2023.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was ''1,352.17 lakhs. During the year under review, The Company has neither issued any shares through differential voting rights nor issued any sweat equity shares and equity shares under Employees Stock Option Scheme.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 (the ''Act'') and rules made thereunder.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Company''s website and web link for the same is: http://www.skpmil.com/ AnnualReport.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Rakhi Verma (DIN: 07995132) resigned as Director of the Company w.e.f. August 10, 2023. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a Director.
The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) and in accordance with provisions of the Act and SEBI Listing Regulations has appointed Mr. Naynesh Pasari (DIN: 00519612) as an Additional Director and as a Whole-time Director (designated as Executive Director) on the Board w.e.f. August 10, 2023, liable to retire by rotation, subject to approval of Members in the ensuing Annual General Meeting (AGM). He shall hold office as an Additional Director upto the date of ensuing AGM. The Company has received requisite notice under Section
160 of the Companies Act, 2013 from a member proposing his name for appointment as a Director of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Naynesh Pasari as a Director, for the approval by the Members of the Company. Brief profile of Mr. Naynesh Pasari is given in the notice convening the ensuing AGM.
Except as stated above, there was no other change in Directors and Key Managerial Personnel of the Company, during the year under review.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dev Kishan Chanda (DIN: 00407123), will retire by rotation at the 51st Annual General Meeting and being eligible, has offered himself for re-appointment.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel of the Company as on March 31,2023 are: Mr. Narendra Kumar Pasari (DIN: 00101426) Managing Director, Mr. Sanjiv Kumar Agarwal, Chief Financial Officer and Mrs. Ritika Priyam who acts as Company Secretary & Compliance Officer of the Company.
The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (LODR) Regulations has been provided in the notes to the notice convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management.
BOARD EVALUATION
To comply with the provisions of Section 134 (3)(p) of the Act and the rules made thereunder, and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:
i) Audit Committee;
ii) Nomination and Remuneration Committee;
iii) Stakeholders'' Relationship Committee; and
iv) Corporate Social Responsibility Committee.
The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report. Board is responsible to monitor and review Directors'' Evaluation framework.
Further, to comply with Regulation 25 (4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors and Board as a whole at a separate meeting of Independent Directors.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination and Remuneration Committee (''NRC''), formulated a Nomination and Remuneration Policy pertaining to remuneration of directors, key managerial personnel and senior management as stipulated by Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations. The policy lays down guiding principles, philosophy and basis for recommending payment of remuneration to executive/non-executive directors and key managerial personnel. It includes criteria for determining qualifications, positive attributes and independence of directors. There has been no change in the policy during the year under review.
In compliance with proviso to Section 178(4) of the Act, the policy has been hosted on the Company''s website at
https://www.skpmil.com/SKPDocuments/
InvestorsDoc/20210816083053-Nomination%20and%20
Remuneration%20Policy.pdf
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference and the constitution of these Committees are in compliance with the applicable laws. The details with respect to the composition, terms of reference, number of meetings held etc. are given in the "Corporate Governance Report" of the Company which is presented in a separate section and forms a part of the Annual Report of the Company.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 15 (Fifteen) times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY
Company has constituted Corporate Social Responsibility (CSR) Committee, in compliance with the provision of section 135 of the Companies Act, 2013 read with rules framed thereunder. The Corporate Social Responsibility Policy as approved by the Board may be accessed on the Company''s website at http://www.skpmil.com/SKPDocuments/ InvestorsDoc/20210816083240-Corporate%20Social%20 Responsibility%20Policy.pdf
The Company did not fall under the criteria as specified under Section 135 of the Companies Act, 2013 and accordingly, it was not required to comply with the provisions of Corporate Social Responsibility during the year under review.
The Annual Report on CSR Activities for the Financial Year ended March 31,2023 as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-A.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i) in the preparation of the annual accounts for the financial year ended on March 31,2023, the applicable accounting standards have been followed and there is no material departure from the same.
ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for the year;
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Annual Accounts have been prepared on a going concern basis;
v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and these systems were adequate and operating effectively.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint venture/
associate company within the meaning of the Act.
CORPORATE DEBT RESTRUCTURING
The debts of the Company were restructured under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.
RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Board review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business. The management is committed to ensuring adequate internal controls environment which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimises the risks. Internal financial controls framework assures the reliability and accuracy of financial reporting and the preparation of financial statements for external purposes following generally accepted accounting principles. In addition, the Internal Auditor also performs periodic audits in accordance with the pre-approved plan. Audit findings along with management response are shared with the Audit Committee.
CURRENT OUTLOOK
Paper Industry in India is exhibiting one of the fastest growths being witnessed anywhere in the world and is most likely to continue this trajectory in the years to come. The Indian paper industry has trained personnel at all levels, and therefore, it is able to produce high-quality paper with appropriate technology at relatively low labour costs. It has generated significant employment opportunities for the local community, especially in the rural areas, apart from enhancing their income. Paper is an important raw material used in the publication and packaging industries. The growth of the publishing and packaging industries in India is expected to drive the demand for paper in the country. The paper industry is constantly evolving, with modern technologies and processes being developed to improve productivity, efficiency, and quality.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134 (3 )(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is attached to this report as Annexure-B.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 48th Annual General Meeting of the Company to hold office till the conclusion of the 53rd Annual General Meeting of the Company.
The Statutory Auditor Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.
The details relating to fees paid to the Statutory Auditors are given in the Notes of the Financial Statements.
Cost Auditors
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2024. M/s Vijender Sharma & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.
The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the forthcoming AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.
In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration of the cost auditor is required to be ratified by Members. Accordingly, the Members vide an ordinary resolution at the 50th AGM held on August 1, 2022, ratified the remuneration payable to Cost Auditor for conducting cost audit for the year ended March 31, 2023.
The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.
The Cost Audit Report for the financial year ended on March 31,2022 has been filed under XBRL mode within the stipulated time period.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director had appointed M/s BLAK & Co. a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2023. The Report of the Secretarial Audit is annexed herewith as Annexure-C. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.
Secretarial Compliance Report
In compliance with Regulation 24A of the SEBI Listing Regulations, annual Secretarial Compliance Report was obtained from M/s BLAK & Co. Practicing Company Secretaries. The Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations. The said report was filed with the stock exchanges, within the stipulated timeline.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s GAMS & Associates LLP. Chartered Accountants, was appointed by the Board of Directors to conduct internal audit of your Company for the financial year 2022-23. The Internal Audit report is reviewed by the audit committee from time to time.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE ACT
During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The earlier investments made by company are provided in the notes to the financial statements in this Annual Report.
RELATED PARTY TRANSACTIONS
To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, all related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature. All contracts / arrangements / transactions entered into by the Company with related parties were in the ordinary course of business and on arm''s length basis.
During the year under review, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on Related Party Transactions. None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of members is drawn to the disclosure of transactions with the related parties set out in note no. 55 of the Financial Statements, forming part of the Annual Report.
Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at www.skpmil.com
Since all transactions which were entered into during the financial year 2022-23 were on arm''s length basis and in the ordinary course of business and there was no material related party transaction, no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. No complaint has been received under the Whistle Blower Policy during the year under preview. The said policy is also available on the website of the Company at https://www.skpmil.com/SKPDocuments/ InvestorsDoc/20210816083029-Whistle%20Blower%20 Policy.pdf
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Report on Corporate Governance and Certificate by the Statutory Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year under review, Company had not received any complaints on sexual harassment.
The policy has been posted on the Website of the Company at http://www.skpmil.com/SKPDocuments/ InvestorsDoc/20210816103633-Prevention%20of%20 sexual%20harassment%20policy.pdf.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are annexed to this report as Annexure-D
CREDIT RATING
As on March 31, 2023, the long term credit rating of the Company was ''IVR BB'' and short term rating was ''IVR A4''. Further details are provided in Corporate Governance Report which forms part of this Annual Report.
OTHER DISCLOSURES
The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:
1. No amount has been or is proposed to be transferred to
any reserves of the Company.
2. During the year under review, there was no change in the nature of business of the Company.
3. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
4. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Act and hence, no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
5. The Directors have devised proper systems to ensure compliance with the provisions of the Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, issued by the Institute of Company Secretaries of India ("ICSI") and such systems are adequate and operating effectively.
6. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year under review.
7. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.
8. There was no revision made in Financial Statements or the Board''s Report of the Company.
9. During the year under review, no amount was required to be transferred to Investor Education and Protection Fund.
10. No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report which would affect the financial position of your Company except the following :
Against our insurance claim of '' 671.16 Lakhs on account of loss on fire ( refer note no: 58 of the Financial Statements) , the Company has received '' 670.18 Lakhs against such insurance claim and for balance amount, discussion is under progress.
ACKNOWLEDGEMENT
Your Directors have pleasure in recording their appreciation for all the guidance and co-operation received from all its customers, members, investors, vendors, partners, bankers, Government authorities and other stakeholders for their consistent support to the Company in its operations. Your Directors take this opportunity to place on record their sincere appreciation of the dedication, contribution and sincere services rendered by the employees of the Company at all level.
For and on behalf of the Board of Directors of Shree Krishna Paper Mills & Industries Limited
Dev Kishan Chanda Narendra Kumar Pasari
Director Managing Director
DIN: 00407123 DIN: 00101426
Place : New Delhi Date : August 10, 2023
Mar 31, 2018
DIRECTORS'' REPORT
To the Members,
The Directors of your Company are pleased to present the 46th Annual Report together with the Audited Financial Statements for the year ended on March 31 , 2018.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31 , 2018 is summarised below:
| in Lakhs) |
2017-18 |
2016-17 |
|
Revenue from Operations (Net) |
13,665.98 |
13,806.14 |
|
Profit before Exceptional Items and Tax |
(376.14) |
648.75 |
|
Exceptional Items |
539.83 |
1,771.35 |
|
Profit before Tax |
163.69 |
2,420.10 |
|
Less: Tax Expense |
101.85 |
46.01 |
|
Profit for the Year |
61.84 |
2,374.09 |
|
Other Comprehensive Income |
13.85 |
8.01 |
|
Total Comprehensive Income for the period |
75.69 |
2,382.10 |
During the year under review, the revenue from operations was Rs 13,665.98 lakhs against Rs 13,806.14 lakhs in the last financial year. The Company has earned profit before tax of Rs.163.69 lakhs (including income from exceptional items amounting to Rs. 539.83 Lakhs) against Rs 2,420.10 lakhs (including income from exceptional items amounting to Rs. 1,771.35 Lakhs) in last year. The performance has been affected adversely due to increase in the cost of raw material and several other factors. However, your directors are making continuous effort in analysing and implementing various measures for better results and the improvement in performance of the Company. The Company has adopted Indian Accounting Standard (referred to as ''Ind AS'') with effect from 1 April, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
DIVIDEND
Keeping in view the low quantum of profit, the Directors have decided not to recommend any dividend for the year under review and plough back the profits to increase the wealth of the shareholders.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2018 was Rs. 1,352.17 lakhs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay
Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as ''Annexure-A''.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year, the Company has regularized the appointment of Mr. Rajesh Muju (DIN: 07751945) as an Independent Director at the Annual General Meeting held on September 26, 2017 who was appointed as an Additional Director on March 7, 201 7. Ms. Tripta Goswami (DIN: 07111342) resigned as Director of the Company w.e.f. November 18, 2017. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a Director. The Board of Directors has appointed Ms. Rakhi Verma (DIN: 07995132) as an Additional Director (Non-Executive) with effect from November 18, 2017. In terms of Section 161 of the Companies Act, 2013, Ms. Rakhi Verma holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice under Section 1 60 of the Companies Act, 2013 from a member proposing her name for appointment as a Director of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Ms. Rakhi Verma as a Director, for the approval by the members of the Company. Brief profile of Ms. Rakhi Verma is given in the notice convening the ensuing AGM.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. N. Pasari (DIN: 00101519), Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.
Declaration by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and the rules made thereunder, the Board was required to carry out the Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17 (10) of SEBI (LODR) Regulations, 2015, the performance evaluation of the independent directors was also to be done by the Board of Directors. Accordingly, the Board has carried out the annual evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate), Board as a whole, and following Committees of the Board of Directors. i) Audit Committee;
ii) Nomination and Remuneration Committee; iii) Stakeholders'' Relationship Committee; and iv) Corporate Social Responsibility Committee;
The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Board approved the evaluation results recommended by the Nomination and Remuneration Committee.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed as ''Annexure-B'' to the Directors'' Report.
Board Meetings
During the year, Twelve Board Meetings and One Independent Directors'' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.
Composition of Audit Committee
The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY
The applicability of the provisions of Corporate Social Responsibility on the Company commenced from the financial year 2017-18, as the net profit of the Company exceeded Rs. 5 Crore in the financial year 2016-17. Accordingly, pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee). The details of membership of the committee & the meetings held are detailed in the Corporate Governance Report, forming part of this report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR committee is available on the website of the Company and can be accessed through the web link http://www.skpmil.com/ pagepdf/1502951707.pdf. The CSR Committee comprises of two Independent Directors and one Non-Executive Director. The Committee had given their recommendation to incur the CSR expenses directly and identified the areas of ensuring environmental sustainability as specified under Schedule VII of the Companies Act, 2013 by construction of recharge structures for rain water harvesting under Mukhyamantri Jal Swavlamban Abhiyan in District Jaipur, Rajasthan. The Annual Report on CSR Activities is attached as ''Annexure-C.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards have been followed and there is no material departure from the same;
ii) the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended on March 31, 2018 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.
CORPORATE DEBT RESTRUCTURING
The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.
RISK MANAGEMENT POLICY
The Company has an integrated risk Management framework through which it identifies, monitors, mitigates and reports key risks that impacts its ability to meet the strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report.
INTERNAL FINANCIAL CONTROLS
In the opinion of the Board, the company has in place an adequate system of Internal Financial Control commensurate with its size & nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, compliance of applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. During the year under review, such systems were tested and no material weaknesses in their design or operations were observed.
CURRENT OUTLOOK
Paper Industry plays a vital role in the economic growth of a country through revenue generation, foreign exchange earnings, and employment generation. India is a growing nation in both population and aspirational middle class, which ultimately means a growth in paper consumption. There is a great opportunity in India for the industry to work together for the development of the industry. Paper finds its usage in recording, storage and dissemination of information. Despite the technological revolution leading to increased computerization of operations, paper still holds on to its existence and has become an essential commodity.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ''Annexure-D'' to the Directors'' Report.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 29, 2015, to hold office till the conclusion of the 48th Annual General Meeting of the Company.
The Auditors'' Report on Financial Statements of the Company for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors and Notes to the Financial Statements are self-explanatory and do not call for any further comments.
Cost Auditors
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Amendment Rules, 2015 and the Companies (Cost Records and Audit) Amendment Rules, 2015, the Board has, on the recommendation of Audit Committee, approved the appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) to carry out the cost audit of Company''s records in respect of newsprint paper for the financial year 2018-19, at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand only) plus taxes at the applicable rates and reimbursement of out of pocket expenses in connection with the aforesaid audit. The remuneration proposed to be paid to them requires ratification by the members of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing ACM.
The Cost Audit Report for the financial year ended on March 31, 2017 has been filed under XBRL mode within the stipulated time period.
Secretarial Auditors
M/s. BLAK & Co., Company Secretaries, Delhi were appointed to conduct the secretarial audit of the Company for the financial year ended on March 31, 2018, as required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them is annexed herewith as ''Annexure-E''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditors
M/s G A M S & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not granted any loans or given guarantees/securities or made investments under section 186 of the Companies Act, 2013. The earlier investments made by the Company are provided in the notes to the financial statements in this Annual Report.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee for approval in compliance with the requirements laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature.
The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at www.skpmil.com. The details of the related party transactions are set out in Note No. 59 to the financial statements forming part of this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a ''Whistle Blower policy/Vigil Mechanism'' which provides for adequate safeguard against victimization of person who use such mechanism and the Directors and employees have direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism (Whistle Blower Policy) is available on Company''s website www.skpmil.com at http://www.skpmil.eom/pagepdf/1459763188.pdf link.
CORPORATE GOVERNANCE
The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. A separate report on Management Discussion and Analysis, Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has an Internal Complaints Committee (ICC) for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2017-18 and hence, no complaint is outstanding as on March 31, 2018 for redressal.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details have been appended to this Report as ''Annexure-F (I)''. A statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as ''Annexure-F (II)'' to this report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. No amount has been or is proposed to be transferred to any reserves of the Company.
2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act,
2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.
4. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
ACKNOWLEDGEMENT
The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, stock exchanges and depositories, auditors, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.
|
For and on behalf of the Board of Directors |
||
|
P. N. Singh |
N. K. Pasari |
|
|
Director |
Managing Director |
|
|
DIN: 00076392 |
DIN: 00101426 |
|
|
New Delhi |
||
|
May 30, 2018 |
||
ANNEXURE ''A''
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2018
[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:
|
(i) |
CIN |
L21012DL1972PLC279773 |
|
(ii) |
Registration Date |
14-09-1972 |
|
(iii) |
Name of the Company |
Shree Krishna Paper Mills & Industries Limited |
|
(iv) |
Category/Sub-Category of the Company |
Company Limited by Shares |
|
(v) |
Address of the Registered office and contact details |
4830/24, Prahlad Street, Ansari Road, Darya Ganj, New Delhi -110002 Phone: 91 -11 -23261728, 46263200 Fax:91-11-23266708 E-mail: [email protected], [email protected] Website: www.skpmil.com |
|
(vi) |
Whether listed company |
Yes |
|
(vii) |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
M/s. Link Intime India Pvt. Ltd. 44, Community Centre, 2nd Floor, Naraina Indl. Area, Phase-l, New Delhi-110028 Ph: 011-41 41 0592 to 94 Fax: 011-41410591 Email: [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company:
|
SI. No. |
Name and Description of main products/services |
NIC Code of the Product/ service |
% to total turnover of the Company |
|
1 |
News Print Paper |
17012 |
81.69 |
|
2 |
Coloured Kraft Paper |
17015 |
12.26 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
|
S. No. |
Name & Address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of Shares held |
Applicable Section |
|
None |
IV. SHAREHOLDING PATTERN (Equity Share capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
|
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% change during the year |
|||||||
|
Category of Shareholders |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|
|
A. Promoters |
|||||||||
|
(1) Indian |
|||||||||
|
a) Individual/HUF |
200 |
9,70,000 |
9,70,200 |
7.17 |
200 |
9,70,000 |
9,70,200 |
7.17 |
- |
|
b) Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) State Govt(s) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% change during the year |
|||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|||
|
d) Bodies Corp. |
- |
47,40,480 |
47,40,480 |
35.06 |
- |
47,40,480 |
47,40,480 |
35.06 |
- |
|
|
e) Bank/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
f) Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Sub-total (A)(1): |
200 |
57,10,480 |
57,10,680 |
42.23 |
200 |
57,10,480 |
57,10,680 |
42.23 |
- |
|
|
(2) Foreign |
||||||||||
|
a) NRI-lndividuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
b) Other Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
c) Bodies Corp. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
d) Banks/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
e) Any Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Sub-total (A) (2): |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Total shareholding of Promoter (A) = (A)(1) (A)(2) |
200 |
57,10,480 |
57,10,680 |
42.23 |
200 |
57,10,480 |
57,10,680 |
42.23 |
- |
|
|
B. |
Public Shareholding |
|||||||||
|
(1) Institutions |
||||||||||
|
a) Mutual Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
b) Banks/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
c) Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
d) State Govt (s) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
e) Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
f) Insurance |
||||||||||
|
Companies |
||||||||||
|
g) Flls |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
h) Foreign Venture |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Capital Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
i) Others |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Sub-total (B)(1): |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
(2) Non-Institutions |
||||||||||
|
a) Bodies corp. |
||||||||||
|
i) Indian |
24,38,301 |
14,00,800 |
38,39,101 |
28.39 |
24,36,701 |
14,00,800 |
38,37,501 |
28.38 |
(0.01) |
|
|
ii) Overseas |
- |
12,00,000 |
12,00,000 |
8.88 |
- |
12,00,000 |
12,00,000 |
8.88 |
- |
|
|
b) Individuals |
||||||||||
|
i) Individual |
||||||||||
|
shareholders |
||||||||||
|
holding nominal share capital upto Rs. 1 Lakh |
2,96,382 |
1,89,033 |
4,85,415 |
3.59 |
2,95,764 |
1,80,883 |
4,76,647 |
3.53 |
(0.06) |
|
|
ii) Individual |
||||||||||
|
shareholders |
||||||||||
|
holding nominal share capital in excess of Rs.1 lakh |
2,78,931 |
2,78,931 |
2.06 |
2,82,421 |
2,82,421 |
2.09 |
0.03 |
|||
|
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% change during the year |
|||||||
|
Category of Shareholders |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|
|
c) Others |
|||||||||
|
i) Clearing Member |
2,171 |
- |
2,171 |
0.02 |
1,315 |
- |
1,315 |
0.01 |
(0.01) |
|
ii) HUF |
5,379 |
- |
5,379 |
0.04 |
12,813 |
- |
12,813 |
0.09 |
0.05 |
|
iii) Non-Resident Indian |
3 |
20,00,000 |
20,00,003 |
14.79 |
303 |
20,00,000 |
20,00,303 |
14.79 |
- |
|
Sub-total (B)(2): |
30,21,167 |
47,89,833 |
78,11,000 |
57.77 |
30,29,317 |
47,81,683 |
78,11,000 |
57.77 |
- |
|
Total Public |
|||||||||
|
Shareholding (B)= (B)(1) (B)(2) |
30,21,167 |
47,89,833 |
78,11,000 |
57.77 |
30,29,317 |
47,81,683 |
78,11,000 |
57.77 |
- |
|
C. Shares held by Custodian for GDRs |
|||||||||
|
& ADRs |
|||||||||
|
Grand Total (A B C) |
30,21,367 |
1,05,00,313 |
1,35,21,680 |
100.00 |
30,29,517 |
1,04,92,163 |
1,35,21,680 |
100.00 |
- |
ii) Shareholding of Promoters
|
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% change in share holding during the year |
||||||
|
SI No. |
Shareholder''s Name |
No. of shares |
% of total shares of the company |
% of shares pledged/ encumbered to total shares |
No. of shares |
% of total shares of the company |
% of shares pledged/ encumbered to total shares |
|
|
1 |
Bishwanath Industries Limited |
20,47,300 |
15.14 |
15.14 |
20,47,300 |
15.14 |
15.14 |
- |
|
2 |
Bishwanath Traders & Investments Limited |
16,71,080 |
12.36 |
8.25 |
16,71,080 |
12.36 |
8.25 |
- |
|
3 |
Birender Kumar Pasari |
9,10,000 |
6.73 |
6.73 |
9,10,000 |
6.73 |
6.73 |
- |
|
4 |
Bijay Paper Traders Limited |
7,47,100 |
5.53 |
5.53 |
7,47,100 |
5.53 |
5.53 |
- |
|
5 |
Devanshu Infin Limited |
2,75,000 |
2.03 |
- |
2,75,000 |
2.03 |
- |
- |
|
6 |
Pradeep Kumar Pasari |
60,000 |
0.44 |
- |
60,000 |
0.44 |
- |
- |
|
7 |
B. N. Pasari |
200 |
0.00 |
- |
200 |
0.00 |
- |
- |
|
Total |
57,10,680 |
42.23 |
35.65 |
57,10,680 |
42.23 |
35.65 |
||
iii) Change in Promoters'' Shareholding (Specify if there is no change):
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||
|
SI No. |
No. of shares |
% of total shares of the Company |
No. of shares |
% of total shares of the Company |
|
|
At the beginning of the year |
No change during the year |
||||
|
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) |
No change during the year |
||||
|
At the end of the year |
No change during the year |
||||
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs & ADRs):
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||
|
SI. No. |
For Each of the Top 10 Shareholders |
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
|
1 |
Vijay Kumar Gupta at the beginning of the year |
20,00,000 |
14.79 |
20,00,000 |
14.79 |
|
Increase/Decrease during the year |
- |
- |
20,00,000 |
14.79 |
|
|
at the end of the year |
20,00,000 |
14.79 |
|||
|
2 |
Govinda Power & Products Pvt Ltd |
||||
|
at the beginning of the year |
14,00,000 |
10.35 |
14,00,000 |
10.35 |
|
|
Increase/Decrease during the year |
- |
- |
14,00,000 |
10.35 |
|
|
at the end of the year |
14,00,000 |
10.35 |
|||
|
3 |
WPS PTE Ltd |
||||
|
at the beginning of the year |
12,00,000 |
8.88 |
12,00,000 |
8.88 |
|
|
Increase/Decrease during the year |
- |
- |
12,00,000 |
8.88 |
|
|
at the end of the year |
12,00,000 |
8.88 |
|||
|
4 |
SKCS Finvest Pvt Ltd |
||||
|
at the beginning of the year |
10,14,850 |
7.51 |
10,14,850 |
7.51 |
|
|
sold 5 shares on 04.08.2017 |
- |
- |
10,14,845 |
7.51 |
|
|
purchased 5 shares on 17.11.2017 |
- |
- |
10,14,850 |
7.51 |
|
|
at the end of the year |
10,14,850 |
7.51 |
|||
|
5 |
Gopala Sales Pvt Ltd |
||||
|
at the beginning of the year |
7,50,000 |
5.55 |
7,50,000 |
5.55 |
|
|
Increase/Decrease during the year |
- |
- |
7,50,000 |
5.55 |
|
|
at the end of the year |
7,50,000 |
5.55 |
|||
|
6 |
Global Manufacturers & Products Pvt Ltd |
||||
|
at the beginning of the year |
6,60,000 |
4.88 |
6,60,000 |
4.88 |
|
|
Increase/Decrease during the year |
- |
- |
6,60,000 |
4.88 |
|
|
at the end of the year |
6,60,000 |
4.88 |
|||
|
7 |
Vardhman Arvind Sancheti |
||||
|
at the beginning of the year |
21,305 |
0.16 |
21,305 |
0.16 |
|
|
purchased 27 shares on 12.05.2017 |
21,305 |
0.16 |
21,332 |
0.16 |
|
|
purchased 1790 shares on 19.05.2017 |
- |
- |
23,122 |
0.17 |
|
|
purchased 4026 shares on 16.06.2017 |
- |
- |
27,148 |
0.20 |
|
|
purchased 21773 shares on 23.06.2017 |
- |
- |
48,921 |
0.36 |
|
|
purchased 3491 shares on 24.11.2017 |
- |
- |
52,412 |
0.39 |
|
|
purchased 1360 shares on 01.12.2017 |
- |
- |
53,772 |
0.40 |
|
|
purchased 3573 shares on 15.12.2017 |
- |
- |
57,345 |
0.42 |
|
|
purchased 300 shares on 22.12.2017 |
- |
- |
57,645 |
0.43 |
|
|
purchased 577 shares on 29.12.2017 |
- |
- |
58,222 |
0.43 |
|
|
purchased 125 shares on 05.01.2018 |
- |
- |
58,347 |
0.43 |
|
|
purchased 2000 shares on 26.01.2018 |
- |
- |
60,347 |
0.45 |
|
|
purchased 4102 shares on 02.02.2018 |
- |
- |
64,449 |
0.48 |
|
|
purchased 750 shares on 09.02.2018 |
- |
- |
65,199 |
0.48 |
|
|
purchased 700 shares on 16.02.2018 |
- |
- |
65,899 |
0.49 |
|
|
purchased 503 shares on 23.02.2018 |
- |
- |
66,402 |
0.49 |
|
|
purchased 12629 shares on 16.03.2018 |
- |
- |
79,031 |
0.58 |
|
|
at the end of the year |
79,031 |
0.58 |
|||
|
Shareholding at the beginning |
Cumulative Shareholding |
||||
|
of the year |
during the year |
||||
|
SI. No. |
For Each of the Top 10 Shareholders |
% of total |
% of total |
||
|
No.of shares |
shares of the |
No.of shares |
shares of the |
||
|
company |
company |
||||
|
8 |
Arvind Kumar Sancheti |
||||
|
at the beginning of the year |
42,694 |
0.32 |
42,694 |
0.32 |
|
|
purchased 7000 shares on 23.06.2017 |
- |
- |
49,694 |
0.37 |
|
|
purchased 1 share on 06.10.2017 |
- |
- |
49,695 |
0.37 |
|
|
purchased 21 00 shares on 03.11 .2017 |
- |
- |
51,795 |
0.38 |
|
|
purchased 1200 shares on 10.11.2017 |
- |
- |
52,995 |
0.39 |
|
|
purchased 4452 shares on 17.11 .2017 |
- |
- |
57,447 |
0.42 |
|
|
purchased 910 shares on 09.02.2018 |
- |
- |
58,357 |
0.43 |
|
|
at the end of the year |
58,357 |
0.43 |
|||
|
9 |
Pushpa Lata Gupta |
||||
|
at the beginning of the year |
36,400 |
0.27 |
36,400 |
0.27 |
|
|
Increase/Decrease during the year |
- |
- |
36,400 |
0.27 |
|
|
at the end of the year |
36,400 |
0.27 |
|||
|
10 |
Sangeetha S |
||||
|
at the beginning of the year |
33,250 |
0.25 |
33,250 |
0.25 |
|
|
Increase/Decrease during the year |
- |
- |
33,250 |
0.25 |
|
|
at the end of the year |
33,250 |
0.25 |
|||
(v) Shareholding of Directors and Key Managerial Personnel:
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||
|
SI. No. |
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 |
|
1 |
Sh. B. N. Pasari - Non-Executive Director |
||||
|
At the beginning of the year |
200 |
- |
200 |
- |
|
|
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) |
- |
- |
- |
- |
|
|
At the end of the year |
200 |
- |
200 |
- |
|
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
in Lakhs)
|
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
|
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
1,841.18 |
258.33 |
_ |
2,099.51 |
|
ii) Interest due but not paid |
146.74 |
_ |
_ |
146.74 |
|
iii) Interest accrued but not due |
10.57 |
- |
- |
10.57 |
|
Total (i ii iii) |
1,998.49 |
258.33 |
- |
2,256.82 |
|
Change in Indebtedness during the financial year |
||||
|
Additions |
2.33 |
68.11 |
_ |
70.44 |
|
Reduction |
90.66 |
2.16 |
- |
92.82 |
|
Net Change |
(88.33) |
65.95 |
- |
(22.38) |
|
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
1751.50 |
324.27 |
_ |
2,075.77 |
|
ii) Interest due but not paid |
146.60 |
_ |
_ |
146.60 |
|
iii) Interest accrued but not due |
12.06 |
- |
- |
12.06 |
|
Total (i ii iii) |
1,910.16 |
324.27 |
- |
2,234.43 |
Notes:
Secured Loans include:
1 Cash Credit Facilities from Banks are shown under Current Financial Liabilities - Borrowings in the Balance Sheet.
2 Current maturities of long term debts which are shown under Current Financial Liabilities - Others in the Balance Sheet.
3 Interest accrued which are shown under Current Financial Liabilities - Others and Non-Current Financial Liabilities - Others in the Balance Sheet.
Unsecured Loans include:
1 Current maturities of long term debts which are shown under Current Financial Liabilities - Others in the Balance Sheet.
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole time director and/or Manager:
in Lakhs)
|
SI.No |
Particulars of Remuneration |
Name of the Managing Director |
Total Amount |
|
Mr. N. K. Pasari |
|||
|
1 |
Gross salary |
||
|
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 |
13.95 |
13.95 |
|
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 |
0.40 |
0.40 |
|
|
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961 |
- |
- |
|
|
2 |
Stock Option |
- |
- |
|
3 |
Sweat Equity |
- |
- |
|
4 |
Commission |
||
|
as % of profit |
- |
- |
|
|
Others (specify) |
- |
- |
|
|
5 |
Others - P.P. Contribution |
1.08 |
1.08 |
|
Total (A) |
15.43 |
15.43 |
|
|
Ceiling as per the Act |
84.00 |
B. Remuneration to other directors
|
(Rs in Lakhs) |
|||||
|
SI. No |
Particulars of Remuneration |
Name of the Directors |
Total Amount |
||
|
1 |
Independent Directors |
Mr. P. N. Singh |
Mr. L. C. Sharma |
Mr. Rajesh Muju |
|
|
(a) Fee for attending board/committee meetings |
- |
- |
- |
- |
|
|
(b) Commission |
- |
- |
- |
- |
|
|
(c ) Others, please specify |
- |
- |
- |
- |
|
|
Total (1) |
- |
- |
- |
- |
|
|
2 |
Other Non Executive Directors |
- |
Mr. B. N. Pasari |
Ms. Rakhi Verma |
|
|
(a) Fee for attending board/committee meetings |
- |
- |
- |
- |
|
|
(b) Commission |
- |
- |
- |
- |
|
|
(c ) Others, please specify |
- |
- |
- |
- |
|
|
Total (2) |
- |
- |
- |
- |
|
|
Total (B)=(1 2) |
- |
- |
- |
- |
|
|
Total Managerial Remuneration |
- |
- |
- |
- |
|
|
Overall Ceiling as per the Act |
|||||
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
in Lakhs)
|
SI. No |
Particulars of Remuneration |
Key Managerial Personnel |
Total Amount |
|
|
Company Secretary |
CFO |
|||
|
Ms. Sonam Katyal |
Mr. S. K. Agarwal |
|||
|
1 |
Gross Salary |
|||
|
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 |
4.04 |
10.96 |
15.00 |
|
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 |
- |
- |
- |
|
|
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961 |
- |
- |
- |
|
|
2 |
Stock Option |
- |
- |
- |
|
3 |
Sweat Equity |
- |
- |
- |
|
4 |
Commission |
- |
||
|
as % of profit |
- |
- |
- |
|
|
others, specify |
- |
- |
- |
|
|
5 |
Others - P.P. Contribution |
0.21 |
0.82 |
1.03 |
|
Total |
4.25 |
11.78 |
16.03 |
|
VII 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) |
|
A. Company |
|||||
|
Penalty Punishment Compounding |
None |
||||
|
B. Directors |
|||||
|
Penalty Punishment Compounding |
None |
||||
|
C. Other Officers in Default |
|||||
|
Penalty Punishment Compounding |
None |
|
For and on behalf of the Board of Directors |
||
|
P. N. Singh |
N. K. Pasari |
|
|
Director |
Managing Director |
|
|
DIN: 00076392 |
DIN: 00101426 |
|
|
New Delhi |
||
|
May 30, 2018 |
||
ANNEXURE ''B''
REMUNERATION POLICY
This Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
DEFINITIONS:
"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
"Key Managerial Personnel" means:
i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; ii) Chief Financial Officer; iii) Company Secretary; and iv) such other officer as may be prescribed. "Senior Managerial Personnel" means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.
OBJECTIVE:
The objective of the policy is to ensure that:
⢠the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
⢠relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
⢠remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
ROLE OF THE COMMITTEE:
The role of the NRC will be the following:
⢠To formulate criteria for determining qualifications, positive attributes and independence of a Director.
⢠To formulate criteria for evaluation of Independent Directors and the Board.
⢠To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
⢠To carry out evaluation of Director''s performance.
⢠To recommend to the Board the appointment and removal of Directors and Senior Management.
⢠To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
⢠To devise a policy on Board diversity, composition, size.
⢠Succession planning for replacing Key Executives and overseeing.
⢠To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
⢠To perform such other functions as may be necessary or appropriate for the performance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company''s Policy.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the position.
TERM/TENURE
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report. No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves as an Independent Director is restricted to seven listed companies. Further, in case a person is serving as a Whole-time Director of a listed company, then the number of Boards on which he serves as an Independent Director is restricted to three listed companies.
EVALUATION
The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment / continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process.
REMOVAL
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.
RETIREMENT
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL
1) Remuneration to Managing Director / Whole-time Directors:
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time
Directors.
2) Remuneration to Non- Executive/ Independent Directors:
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and ii) In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.
e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).
3) Remuneration to Key Managerial Personnel and Senior Management:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company''s Policy.
b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.
c) The Fixed pay shall include monthly remuneration, employer''s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
IMPLEMENTATION
⢠The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and appropriate.
The Committee may Delegate any of its powers to one or more of its members.
|
For and on behalf of the Board of Directors |
||
|
P. N. Singh |
N. K. Pasari |
|
|
Director |
Managing Director |
|
|
DIN: 00076392 |
DIN: 00101426 |
|
|
New Delhi |
||
|
May 30, 2018 |
||
ANNEXURE ''C'' ANNUAL REPORT ON CSR ACTIVITIES
1. A Brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs:
Corporate Social Responsibility (CSR) forms an important part of the SKPMIL''s philosophy for delineating its responsibility as a corporate citizen and the Company''s CSR Policy aims to ensure that the Company contributes to the social and economic development of the communities in which we operate. The CSR initiatives focus on development of weaker section of society, health and wellness and environmental sustainability. The CSR Policy of SKPMIL is available on the Company''s website on the weblink: http://www.skpmil.com/ pagepdf/1502951707.pdf
2. The Composition of the CSR Committee:
|
Name of the member |
Designation |
|
Mr. Rajesh Muju |
Chairman |
|
Mr. P. N. Singh |
Member |
|
Mrs. Rakhi Verma |
Member |
3. Average net profit of the Company for last three financial years:Rs 919.83 Lakhs
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 18.40 Lakhs
5. Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year; Rs. 18.40 Lakhs
(b) Amount unspent, if any; NIL
(c) Manner in which the amount spent during the financial year is detailed below:
|
(Rs in Lakhs) |
|||||||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
|
s. No. |
CSR project/ activity |
Sector in which the Project is covered |
State and district where projects or program was undertaken |
Amount outlay (budget) |
Amount spent |
Cumulative expenditure upto the reporting period |
Amount spent: Direct or through implementing agency |
|
1. |
Water conservation program by construction of recharge structures for rain water harvesting |
Ensuring Environmental Sustainability |
Kotputli, Jaipur (Rajasthan) |
30.68 |
30.68 |
30.68 |
Direct |
|
TOTAL |
30.68 |
30.68 |
30.68 |
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount in its Board report:
Not Applicable as the Company has spent the two percent of the average net profit of the last three financial years.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company:
We hereby declare that the implementation and monitoring of CSR Policy are in compliance with CSR objectives and Policy of the Company.
|
(N. K. Pasari) |
(Rajesh Muju) |
|
|
Managing Director |
Chairman, CSR Committee |
|
|
DIN: 00101426 |
DIN: 07751945 |
|
|
New Delhi |
||
|
May 30, 2018 |
ANNEXURE ''D''
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information on conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided hereunder:
(A) CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy;
1. Initiated the process of installation of micron filter to use the ETP water in plant after filtering for saving of water and energy.
2. Continuous controlling of Air & water leakages/ wastage.
3. Improvement of power factor by effective maintenance and daily monitoring of Capacitor Bank.
4. Replacing conventional lights with LED lights.
(ii) The steps taken by the company for utilising alternate sources of energy; NIL
(iii) The capital investment on energy conservation equipment; Capital investment of Rs 5.70 Lakhs
(B) TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption;
1. Installation of Decanter for thickening ETP sludge resulting in reduction of load on ETP and getting clear water.
2. Preparation to install new Head box to improve the quality and increase the production thereby reducing the cost of manufacturing at paper machine.
3. Installation of Duster Drum for removal of dust from waste paper.
4. Installation of new centi-cleaner of advanced technology for cleaning of pulp.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
Various benefits in terms of quality improvement, cost reduction and enhancement of customer satisfaction have been derived as a result of above efforts. (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place and the reasons thereof;
Not applicable as no technology imported during the last three years.
(iv) The expenditure incurred on Research and Development;
Research & Development work is carried out in house as well as with the help of external sources on continuous basis. The expenses incurred on this are booked under general accounting head.
|
(C) FOREIGN EXCHANGE EARNINGS & OUTGO |
|
|
Earnings : |
Nil |
|
Outgo : |
Rs. 1,489.31 lakhs |
|
For and on behalf of the Board of Directors |
||
|
P. N. Singh |
N. K. Pasari |
|
|
Director |
Managing Director |
|
|
DIN: 00076392 |
DIN: 00101426 |
|
|
New Delhi |
||
|
May 30, 2018 |
||
ANNEXURE ''E'' SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[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,
SHREE KRISHNA PAPER MILLS & INDUSTRIES LTD
4830/24, Prahlad Street, Ansari Road, Darya Ganj New Delhi-110002
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHREE KRISHNA PAPER MILLS & INDUSTRIES LTD (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company''s 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, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on 31st March, 2018 according to the provisions of applicable following laws:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(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 thereunder;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(v) The other laws as may be applicable specifically in case of the Company on the basis of documents/information produced before us:
a) Goods & Service Tax Act, 2017
b) Custom Act, 1962
c) Income Tax Act, 1961 and Indirect Tax Laws
d) Indian Contract Act, 1872
e) Indian Stamp Act, 1999
f) Limitation Act,1963
g) Negotiable Instrument Act,1981 h) Registration Act, 1908
i) Sale of Goods Act,1930
j) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
k) Transfer of Property Act,1882 I) Weekly Holidays Act, 1942
m) Labour laws including those applicable to Contract Labour
We 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 Agreement entered into by the Company with Bombay Stock Exchange (BSE) read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company''s delisting application with Calcutta Stock Exchange is in process since long.
However, the following Acts, Rules, Regulations, Guidelines, or Agreement(s)/ Arrangement(s) required to be reported as per prescribed format are not applicable to the Company during the Audit Period:
i. 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; (As there was no event/ action in this regard during the Year under Audit)
ii. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act''):-
a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (As there was no event/action in this regard during the Year under Audit)
b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (As there was no event/ action in this regard during the Year under Audit)
c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (As there was no event/action in this regard during the Year under Audit)
d) 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 Audit Period)
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)
We 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. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, 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.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimously recorded.
We further report that 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.
We further report that during the audit period no specific events / actions having a major bearing on the company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
|
for BLAK & CO. |
|
|
Company Secretaries |
|
|
(Archana Bansal) |
|
|
Mg. Partner |
|
|
Place: New Delhi |
M.No. -A17865 |
|
Date: 30.05.2018 |
CoP No.-11714 |
Note: This report is to be read with our ANNEXURE ''I'' of even date which are annexed and forms an integral part of this report.
ANNEXURE ''I''
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on 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 opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The 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.
|
for BLAK & CO. |
|
|
Company Secretaries |
|
|
(Archana Bansal) |
|
|
Mg. Partner |
|
|
Place: New Delhi |
M.No. -A17865 |
|
Date: 30.05.2018 |
CoP No.- 11714 |
ANNEXURE ''F'' (I)''
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;
|
S. No. |
Name of Director and Designation |
Ratio of remuneration of each Director to median remuneration of employees |
|
1 |
Mr. N. K. Pasari, Managing Director |
6.87 : 1.00 |
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year;
|
S. No. |
Name of Director/ KMP |
Designation |
Percentage increase in Remuneration of Directors/KMP |
|
1 |
Mr. N. K. Pasari |
Managing Director |
56.01 |
|
2 |
Mr. S. K. Agarwal |
Chief Financial Officer |
15.40 |
|
3 |
Ms. Sonam Katyal |
Company Secretary |
5.51 |
(iii) The percentage increase in the median remuneration of employees in the financial year; 42.56
(iv) The number of permanent employees on the rolls of company; 286 as on March 31, 2018
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 21.67 % whereas the managerial remuneration was increased by 56.01% for the same financial year. There is a difference in the percentage increase in remuneration of employees other than managerial personnel and that of managerial personnel because the remuneration of Managing Director was increased after more than 3 years. (vi) Affirmation that the remuneration is as per the remuneration policy of the company. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
ANNEXURE ''F'' (II)''
Statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (designation wise)
|
S. No. |
Name and age |
Designation |
Remuneration (in Lakhs) |
Qualification and Experience |
Date of commencement of employment |
Last employment held |
|
1 |
N. K. Pasari (62 Years) |
Managing Director |
14.35 |
B. Com, 44 Years |
11-03-1974 |
- |
|
2 |
D. K. Chanda (69 Years) |
President |
14.47 |
B. Com, 49 Years |
01-04-1980 |
Rallis India Limited |
|
3 |
A. K. Sharma (68 Years) |
Sr. Vice President (L & CA) |
12.96 |
B.Sc., LL.B., 46 Years |
05-04-2000 |
Jindal Photofilms Ltd. |
|
4 |
S. K. Agarwal (50 Years) |
Chief Financial Officer |
10.96 |
B. Com, FCA, 26 Years |
03-05-1993 |
Mehra Coel & Co. |
|
5 |
Satish Paliwal (49 Years) |
CGM (Process) |
10.06 |
Diploma in Paper & Pulp, 28 Years |
08-11-2005 |
ABC Paper Mills Limited |
|
6 |
Subhash Gupta (47 Years) |
DCM-Accounts |
8.43 |
B. Com, FCA, 21 Years |
28-01-2015 |
Singal Bros. & Associates |
|
7 |
Man Singh (60 Years) |
Sr. Manager (Sales) |
7.63 |
Matriculation, 40 Years |
01-08-1981 |
Bishwanath Industries Limited |
|
8 |
R. A. Goel (61 Years) |
General Manager (Purchase) |
7.60 |
B.Sc., 37 Years |
28-12-2005 |
Modi Alkalies & Chemical Limited |
|
9 |
Dharambir Singh (49 Years) |
Sr. Manager (Mechanical) |
7.19 |
Diploma in Mechanical Engineering, 29 Years |
13-01-2010 |
Rama News Print Limited |
|
10 |
S. N. Sharma (57 Years) |
Sr. Manager (Mechanical) |
6.78 |
Draughtsman (Mechanical), 36 Years |
20-11-2006 |
Pitamber Coated Papers Ltd. |
|
For and on behalf of the Board of Directors |
||
|
P. N. Singh |
N. K. Pasari |
|
|
New Delhi |
Director |
Managing Director |
|
May 30, 2018 |
DIN: 00076392 |
DIN: 00101426 |
Mar 31, 2016
DIRECTORS'' REPORT
To the Members,
The Directors of your Company are pleased to present the 44th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31, 2016 is summarized below:
(Rs, in Lacs)
|
2015-16 |
2014-15 |
|
|
Revenue from Operations (Net) |
12,504.82 |
14,086.10 |
|
Profit before Finance Cost and Depreciation |
1,070.46 |
922.10 |
|
Finance Costs |
485.04 |
544.97 |
|
Depreciation & Amortization Expense |
333.92 |
336.02 |
|
Profit before Taxation |
251.50 |
41.11 |
|
Less: Tax Expense |
5.82 |
0.04 |
|
Profit for the Year |
245.68 |
41.07 |
During the year under review, the revenue from operations was Rs, 12,504.82 lacs against Rs, 14,086.10 lacs in the last financial year. The Company has earned profit after tax of Rs, 245.68 lacs against Rs, 41.07 lacs in last year. The overall revenue has decreased as the Company has discontinued the production facilities at its Bahadurgarh Unit. Company has taken major initiatives to reduce the production cost like optimizing resource utilization and improving operational efficiencies which has resulted into growth in net profit. In light of the initiatives taken by the Company, the Directors are hopeful for better results in the coming years.
The reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth had already been registered by the Board. Now, as on March 31, 2016, the net worth of the Company has become positive and accordingly, necessary reference will be made to the Board.
DIVIDEND
The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of earlier years. Because of this reason, 4% dividend aggregating to Rs, 24.07 lacs (Previous Year Rs, 24.00 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2016 was Rs,1352.17 lacs and the paid up Preference Share Capital as on that date was Rs, 500.00 lacs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as ''Annexure-A''.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year, the Company has regularized the appointment of Ms. Tripta Goswami (DIN: 07111342) as a Director at the Annual general Meeting held on September 29, 2015 who was appointed as an Additional Director on March 27, 2015. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Tripta Goswami (DIN: 07111342), Non-Executive Director of the Company retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Pursuant to the terms of appointment, the office of Mr. N. K. Pasari as Managing Director will expire on December 31, 2016. As recommended by the Nomination and Remuneration Committee, the Board has reappointed Mr. N. K. Pasari as Managing Director (Key Managerial Personnel) to hold office with effect from January 1, 2017 for a period of 3 years and have also revised his remuneration on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the members. A resolution in this regard is contained in the Notice of the Annual General Meeting.
The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.
Declaration by Independent Directors
All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.
Remuneration Policy
Based on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed as ''Annexure-B'' to this report.
Meetings
During the year, Thirteen Board Meetings and One Independent Directors'' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.
Composition of Audit Committee
In terms of Section 177 of the Companies Act, 2013 and erstwhile Clause 49 of the Listing Agreement and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee has been reconstituted comprising of 3 Independent Directors namely, Mr. L. C. Sharma, Mr. P.N. Singh and Mr. L.C. Parashar. Mr. L. C. Sharma has resigned as Chairman of the Audit Committee w.e.f. April 22, 2015 and Mr. P. N. Singh has been appointed as Chairman of the Committee in his place. All the recommendations made by the Audit Committee were accepted by the Board.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there is no material departure from the same;
ii) the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2016 and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.
CORPORATE DEBT RESTRUCTURING
The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.
RISK MANAGEMENT POLICY
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under
Management Discussion and Analysis Report.
INTERNAL FINANCIAL CONTROLS
The system of internal control maintained by the Company is adequate and also up to date. Only after ensuring authenticity and genuineness of various transactions, they are recorded and reported to the management. The Company always follows relevant and applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
CURRENT OUTLOOK
The long-term prospects for the Indian Paper Industry are bright as increasing population, literacy rate, growth in GDP and changes in lifestyles of individuals are expected to bring surge in demand in the huge domestic markets. The paper industry in India is on the growth trajectory and is expected to touch 8.5% GDP in the coming years. The recent initiatives of the Government in framing policies which are conducive for the Industrial development is another silver line in the growth prospects of the paper industry.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in ''Annexure-C'' to the Directors'' Report.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
At the Annual General Meeting held on September 29, 2015, M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 48th Annual general Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual general Meeting. Accordingly, the appointment of M/s. Radheshyam Sharma & Co., Chartered Accountants as Statutory Auditors of the Company, is placed for ratification by the members.
The Auditors'' Report on Financial Statements of the Company for the Financial Year 2015-16 does not contain any qualification, reservation or adverse remark.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors and Notes to the Financial Statements are self-explanatory and do not call for any further comments.
Cost Auditors
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Amendment Rules, 2015 and the Companies (Cost Records and Audit) Amendment Rules, 2015, the Board has, on the recommendation of Audit Committee, approved the appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) to carry out the cost audit of Company''s records in respect of newsprint paper for the financial year 2016-17, at a remuneration of '' 75,000/- (Rupees Seventy Five Thousand only) plus Service Tax at the applicable rates and reimbursement of out of pocket expenses in connection with the aforesaid audit. The remuneration proposed to be paid to them requires ratification by the members of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.
The Cost Audit Report for the financial year ended March 31, 2015 has been filed under XBRL mode within the stipulated time period.
Secretarial Auditors
M/s. BLAK & Co., Company Secretaries, Delhi were appointed to conduct the secretarial audit of the Company for the financial year ended March 31, 2016, as required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them is annexed herewith as ''Annexure-D''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditors
M/s Singla & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not granted any loans or given guarantees/securities or made investments under section 186 of the Companies Act, 2013. The earlier investments made by the Company are provided in the notes to the financial statements in this Annual Report.
RELATED PARTY TRANSACTIONS
All transactions entered into by the Company during the financial year ended March 31, 2016 with related parties were on an arm''s length basis and were in the ordinary course of business. There was no materially significant transaction with the Related Parties that could have had a potential conflict with the interests of the Company. None of the Directors has any pecuniary relationships or transactions except to the extent of remuneration drawn by the directors.
In compliance with the requirements laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which were of foreseeable and repetitive nature.
The Policy on Related Party Transactions and dealing with Related Parties as approved by the Board has been uploaded on the Company''s website. Your Directors draw attention of the Members to Note No. 48 to the financial statement which sets out related party disclosures.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the company''s website www.skpmil.com at http://www.skpmil.com/pagepdf/1459763188.pdf link.
CORPORATE GOVERNANCE
The Company strives to adopt the highest standards of excellence in Corporate Governance. The disclosure of the remuneration package of the managerial personnel as required under Section II of Part II of Schedule V to the Companies Act, 2013 has been provided in the Corporate Governance Report. A separate section on Management Discussion and Analysis and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
DISCONTINUATION OF PRODUCTION FACILITIES AT BAHADURGARH
The unhealthy competition in the coated paper industry from the imported products had resulted into reduction of the prices and heavy reduction in sales of the product manufactured by Company''s Bahadurgarh Unit. Due to this reason, the production of the unit was decreased day by day and made the unit unviable. In addition to this, labour strike in the unit further resulted in increased losses of Bahadurgarh unit of the Company. Keeping in view of the situation, the Company has discontinued the production facilities at its Bahadurgarh Unit and is in the process of shifting the useful machineries from Bahadurgarh Unit to Keshwana Unit and thereafter selling the land and building in phased manner.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has an Internal Complaints Committee (ICC) in pursuance of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2015-16 and hence, no complaint is outstanding as on March 31, 2016 for redressal.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details have been appended to this Report as ''Annexure-E (I)''.
A statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as ''Annexure-E(II)'' to this report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. No amount has been or is proposed to be transferred to any reserves of the Company.
2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
4. No disclosure in respect of Corporate Social Responsibility is required as it is not applicable to the Company.
5. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
ACKNOWLEDGEMENT
Your Directors thank various Government Authorities for the continued help received from them. The Directors also gratefully acknowledge all the stakeholders of the Company viz. Customers, Members, Vendors, Banks and all other business associates for the continuous support and cooperation extended by them. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of Directors
P. N. Singh N. K. Pasari
Director Managing Director
DIN:00076392 DIN:00101426
New Delhi
July 20, 2016
Mar 31, 2015
Dear Members,
The Directors of your Company are pleased to present the 43rd Annual
Report together with the Audited Statement of Accounts
for the year ended March 31,2015.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March
31,2015 is summarised below:
(Rs. in Lacs)
2014-15 2013-14
Revenue from Operations (Net) 14,086.10 15,835.90
Profit / (Loss) before Finance Cost 922.10 1,510.76
and Depreciation
Finance Costs 544.97 668.17
Depreciation & Amortization Expense 336.02 568.71
Profit /(Loss) before Taxation 41.11 273.88
Less: Tax Expense 0.04 0.01
Profit/(Loss) for the Year 41.07 273.87
During the year under review, the revenue from operations was
Rs.14,086.10 lacs against Rs.15,835.90 lacs in the last financial year.
The Company has earned profit after tax of Rs.41.07 lacs against
Rs.273.87 lacs in last year. The performance was affected due to
unhealthy competition in the coated paper industry from the imported
products resulting major reduction in sales of coated paper,
substantial decline in selling price of newsprint paper and increase in
power tariff. With the growth of paper industry, the Directors are
hopeful for better performance in coming years.
The reference filed by the Company with Board for Industrial &
Financial Reconstruction based on negative net worth as on March 31,
2014 has been registered by the Board. The accumulated losses are still
higher than the net worth of the Company as on March 31,2015.
DIVIDEND
The Directors have decided not to recommend any dividend on equity
shares due to unabsorbed depreciation and accumulated losses of earlier
years. Because of this reason, 4% dividend aggregating to Rs.24.00 lacs
(Previous Year Rs.23.40 lacs) including dividend distribution tax, on
the outstanding 4% cumulative redeemable preference shares has also
been accumulated.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.1352.17
lacs. During the year under review, the Company has not issued any
shares with differential voting rights, sweat equity shares and equity
shares under Employees Stock Option Scheme.
PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposit falling
within the purview of provisions of Section 73 of the Companies Act
2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year, the Company had conducted postal ballot process for
the appointment of Independent Directors under the provisions of
Companies Act, 2013. As per the results of postal ballot declared on
March 27, 2015, the members of the Company had appointed the existing
Independent Directors viz. (i) Mr. P. N. Singh (DIN: 00076392) (ii) Mr.
L. C. Sharma (DIN: 00196158) and (iii) Mr. L. C. Parashar (DIN:
03394414) as Independent Directors under the provisions of Companies
Act, 2013 for a period of five consecutive years. All Independent
Directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
At the Board Meeting held on March 27, 2015, the Board has appointed
Ms. Tripta Goswami (DIN: 07111342) as an Additional Director of the
Company. A resolution for her appointment as a Director is being
proposed in the Notice of the ensuing Annual General Meeting for the
approval of the Members.
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. B. N. Pasari (DIN:
00101519), Non-Executive Director of the Company retires by rotation and
being eligible, offers himself for re-appointment at the ensuing Annual
General Meeting.
During the year, Mr. N. K. Pasari, Managing Director and Mr. A. K.
Singh, Company Secretary were designated as "Key Managerial Personnel"
of the Company pursuant to Sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Further, Mr. S. K. Agarwal, who was
already heading the financial functions of the Company was appointed as
Chief Financial Officer, also designated as "Key Managerial Personnel"
of the Company under the said provisions of the Companies Act, 2013.
Subsequently, due to discontinuation of services of Mr. A. K. Singh,
Company Secretary of the Company w.e.f. October 10, 2014, the Board
has appointed Ms. Sonam Katyal as Company Secretary and Compliance
Officer, also designated as "Key Managerial Personnel" in his place
w.e.f. November 10, 2014.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the Directors individually
(excluding the Director being evaluated) as well the evaluation of the
working of its Committees. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
committee, framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The highlights of the
Remuneration Policy are stated in the Corporate Governance Report.
Meetings
During the year, Sixteen Board Meetings and One Independent Directors'
Meeting were held, the details of which are given in the Corporate
Governance Report. The provisions of Companies Act, 2013 and Listing
Agreement were adhered to while considering the time gap between two
meetings.
Composition of Audit Committee
In terms of Section 177 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Audit Committee has been reconstituted
comprising of 3 Independent Directors namely, Mr. L. C. Sharma, Mr.
P.N. Singh and Mr. L.C. Parashar. Mr. L. C. Sharma has resigned as
Chairman of the Audit Committee w.e.f. April 22, 2015 and Mr. P. N.
Singh has been appointed as Chairman of the Committee in his place. All
the recommendations made by the Audit Committee were accepted by the
Board.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint venture/ associate
company within the meaning of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
financial year ended March 31,2015 and of the profit of the Company for
that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) the proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
CORPORATE DEBT RESTRUCTURING
The debts of the Company are under Corporate Debt Restructuring (CDR)
mechanism w.e.f. April 1,2009.
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided in this Annual
Report under Management Discussion and Analysis Report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
CURRENT OUTLOOK
Outlook for Paper Industry in India looks extremely positive as the
demand for upstream market of paper products is growing up. The low per
capita consumption is an indication of the future potential for the
industry. Increasing population, literacy rate, growth in GDP,
improvement in manufacturing sector and lifestyle of individuals are
expected to account for the growth in the paper industry of India. With
the global economy showing signs of recovery and similar indicators
visible in domestic economy, the Indian Paper and Board Industry might
return back to its earlier high growth path.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
The retiring Auditors, M/s. Singal Bros. & Associates, Chartered
Accountants, hold office as Statutory Auditors until the conclusion of
the 43rd Annual General Meeting. As per the provisions of Section 139
of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, Listed Companies are required to rotate their auditors,
once in ten years, and M/s. Singal Bros. & Associates have held office
for a period of more than 10 years, and the transition time given to
change the auditors when the Companies Act, 2013 was brought into force
is three years. However, your Directors recommend that your Company
should rotate its auditors before the maximum time period given under
the Companies Act, 2013.
The Audit Committee and the Board of Directors recommend the
appointment of M/s. Radheshyam Sharma & Co., Chartered Accountants
(Firm Registration No. 016172N) to hold the office of auditors for a
period of five years i.e. from the conclusion of 43rd Annual General
Meeting till the conclusion of 48th Annual General Meeting of the
Company, subject to annual ratification by the shareholders at every
Annual General Meeting and at such remuneration as may be fixed by the
Board of Directors on the recommendation of the Audit Committee, whose
appointment shall be in place of M/s. Singal Bros. & Associates. The
Company has received a certificate from the said M/s. Radheshyam Sharma
& Co., Chartered Accountants to the effect that their appointment, if
made, would be in accordance within the limits specified under the
Companies Act, 2013, and that, they meet the criteria of independence.
The proposal for their appointment is included in the notice of the
ensuing Annual General Meeting.
The Auditors' Report on Financial Statements of the Company for the
Financial Year 2014-15 does not contain any qualification reservation
or adverse remark.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review. The
observations of Statutory Auditors' and Notes to the Financial
Statements are self-explanatory and do not call for any further
comments.
Cost Auditors
Pursuant to the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Board has appointed, subject to ratification
of the remuneration by the shareholders, M/s Vijender Sharma & Co., Cost
Accountants, Delhi (Firm's Registration No. 00180) for the financial
year 2014-15 and 2015-16 to carry out the cost audit of Company's
records in respect of newsprint paper. The remuneration proposed to be
paid to them requires ratification by the shareholders of the Company.
In view of this, your ratification for payment of remuneration to Cost
Auditors is being sought at the ensuing AGM.
The Cost Audit Report for the year 2013-14 has been filed under XBRL
mode within the stipulated time period.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. BLAK & Co., Company
Secretaries, Delhi to conduct the secretarial audit of the Company. The
Secretarial Audit Report submitted by them is annexed herewith as
'Annexure-A'. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Internal Auditors
M/s Singla & Associates, Chartered Accountants performs the duties of
internal auditors of the Company and their report is reviewed by the
audit committee from time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are provided in
'Annexure-B' to the Directors' Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9
is annexed herewith as 'Annexure-C'.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not granted any loans or given
guarantees/securities or made investments under section 186 of the
Companies Act, 2013. The earlier investments made by the Company are
provided in the notes to the financial statements in this Annual
Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, Board of Directors has adopted a Policy on Related
Party Transactions which is also available on Company's website. The
Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and
Related Parties. There were no materially significant related party
transactions which were in conflict with the interest of the Company.
All transactions entered into with the related parties were in the
ordinary course of business and on an arm's length basis. Your Directors
draw attention of the members to Note No. 47 to the financial statement
which sets out related party disclosures. Regarding the appointment of
Mr. Naynesh Pasari, relative of Mr. N. K. Pasari, Managing Director, as
the Business Development Advisor of the Company, details are provided in
Form AOC-2 annexed herewith as 'Annexure-D'.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, has been appended to this Report as
'Annexure-E'.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism and accordingly, a
whistle blower policy has been formulated to ensure that the activities
of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism,
honesty and integrity. The policy provides for adequate safeguards
against victimisation of Director(s) / Employee(s) and direct access to
the Chairman of the Audit Committee in exceptional cases.
It has also been uploaded on the website of the Company at
www.skpmil.com at http://www.skpmil.com/page.php7page id=30 link.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. A separate section on Management Discussion and Analysis,
Corporate Governance and a certificate from Statutory Auditors of the
Company regarding Compliance of conditions of Corporate Governance as
stipulated under clause 49 of Listing Agreement forms part of the
Annual Report.
MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF FINANCIAL YEAR
Shifting of Registered Office
The Company had filed a petition before Regional Director, Eastern
Region, Kolkata for shifting of its Registered Office which was
approved vide order dated March 31, 2015. Hence the Company has
shifted its Registered Office from State of West Bengal to National
Capital Territory of Delhi w.e.f April 16, 2015.
Discontinuation of production facilities at Bahadurgarh Unit
The unhealthy competition in the coated paper industry from the imported
products has resulted into reduction of the prices and heavy reduction
in sales of the product manufactured by Company's Bahadurgarh Unit. Due
to this reason, the production of the unit was decreased day by day and
made the unit unviable. In addition to this, labour strike in the unit
further resulted in increased losses of Bahadurgarh unit of the Company.
Keeping in view of the situation, the Company has discontinued the
production facilities at its Bahadurgarh Unit and is in the process of
shifting the useful machineries from Bahadurgarh Unit to Keshwana Unit
in gradual manner.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee (ICC) in
pursuance of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for redressal of sexual harassment
complaints and for ensuring time bound treatment of such complaints.
There was no complaint received from any employee during the financial
year 2014-15 and hence, no complaint is outstanding as on March 31,2015
for redressal.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at Bombay Stock Exchange.
The Company's delisting application with Calcutta Stock Exchange is
pending since long.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. No amount has been or is proposed to be transferred to any reserves
of the Company.
2. No significant or material orders have been passed by any Regulator
or Court or Tribunal which can have impact on the going concern status
and the Company's operations in future.
3. There were no special resolution passed pursuant to the provisions of
Section 67(3) of the Companies Act, 2013 and hence no information as
required pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.
4. No disclosure in respect of Corporate Social Responsibility is
required as it is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors wish to extend their sincere thanks for the assistance
and co-operation received from the Members of the Company, Banks,
Government Authorities, Customers, Vendors and all the other business
associates. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the Company's
executives, staff and workers at all levels for their continuous
support and co- operation.
For and on behalf of the Board
P. N. Singh N. K. Pasari
Director Managing Director
DIN:00076392 DIN:00101426
New Delhi
August 25, 2015
Mar 31, 2014
To the Members,
The Directors of your Company are pleased to present the 42nd Annual
Report together with the Audited Statement of Accounts for the year
ended March 31, 2014.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31,
2014 is summarised below:
(Rs. in Lacs)
2013-14 2012-13
Revenue from Operations (Net) 15,815.47 14,777.59
Profit / (Loss) before fnance cost,
depreciation & amortization expense 1,511.48 1,206.30
Finance Costs 668.89 792.42
Depreciation & amortization expense 568.71 554.66
Profit / (Loss) before Taxation 273.88 (140.78)
Less: Tax Expense
Tax adjustment of previous year - 626.48
Deferred Tax 0.01 -
Profit/(Loss) for the year 273.87 (767.26)
Your Directors are pleased to inform to you that during the year under
review, the revenue from operations increased from Rs.14,777.59 lacs to
Rs.15,815.47 lacs. The Company has achieved profit after tax of Rs.273.87
lacs against loss of Rs.767.26 lacs in the previous year. During the year
under review, various measures have been implemented by the Company
which has resulted into significant improvement in the profitability
and the efforts are continued to perform better in future also.
Keeping in view of the profits during the year and expectation of
positive net worth at the earliest, the reference filed by the Company
with Board for Industrial & Financial Reconstruction based on negative
net worth as on March 31, 2013 has been rejected by the Board. The
accumulated losses are still higher than the net worth of the Company
as on March 31, 2014 and hence, necessary reference will be made again
to the Board for Industrial & Financial Reconstruction within the
prescribed time.
DIVIDEND
The Directors have decided not to recommend any dividend on equity
shares due to unabsorbed depreciation and accumulated losses of
previous years. Because of this reason, 4% dividend aggregating to
Rs.23.40 lacs (Previous Year Rs.23.40 lacs) including dividend distribution
tax, on the outstanding 4% cumulative redeemable preference shares has
also been accumulated.
INCREASE IN AUTHORISED CAPITAL
During the year under review, the Company has increased the authorised
share capital from the existing Rs.20,00,00,000/- (Rupees Twenty Crores
only) divided into 1,50,00,000 Equity Shares of Rs.10/- each and 5,00,000
Preference Shares of Rs.100/- each to Rs.25,00,00,000/-(Rupees Twenty Five
Crores only) divided into 2,00,00,000 Equity Shares of Rs.10/- each and
5,00,000 Preference Shares of Rs.100/- each.
DIRECTORS
Mr. B. K. Pasari has resigned as Director of the Company w.e.f. October
1, 2013. The Board places on record its sincere appreciation for the
valuable contribution made by him during his tenure as Director on the
Board.
In accordance with the provisions of the Companies Act,2013 and
Articles of Association of the Company, Mr. L.C. Parashar, Director
retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2014 and of the profit of the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
CORPORATE DEBT RESTRUCTURING
The debts of the Company are under Corporate Debt Restructuring (CDR)
mechanism w.e.f. April 1, 2009.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are provided in Annexure to the Directors'' Report.
PARTICULARS OF EMPLOYEES
The information required under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, is
not applicable as none of the employee was in receipt of remuneration
in excess of the limits prescribed therein.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor
accepted any public deposit from the public within the meaning of
section 58A of the Companies Act, 1956 and rule framed there under.
CURRENT OUTLOOK
The Indian Paper Industry is projected to grow tremendously on account
of increasing literacy levels, higher government spending on education,
booming retail sector, increasing industrial activities, growth in
print media, packaging of FMCGs and changing urban life styles. The
government''s sustained focus on literacy, increased consumerism and
expansion in organized retail sector are expected to positively affect
paper consumption and demand in India. With strong economic
development, pacing industrial activities and increasing usage of
consumer goods by the Indian population, the consumption of paper is
being directly stimulated in the Country.
AUDITORS AND AUDITORS'' REPORT
M/s. Singal Bros. & Associates, Chartered Accountants, New Delhi,
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received a letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment within the meaning of Section 141 of
the said Act.
The Auditors'' Report on Financial Statements of the Company for the
Financial Year 2013-14 does not contain any qualification.
The observations of Statutory Auditors'' and Notes to the Financial
Statements are self-explanatory.
COST AUDITORS
The Central Government has approved the re-appointment of M/s Vijender
Sharma & Co., Cost Accountants, Delhi for conducting the cost audit for
the financial year 2013-14. Pursuit to rule 5 of the Cost Audit Report
Rules, Cost Auditor Report for the year ended March 31, 2013 was filed
with the Central Government on September 23, 2013.
CORPORATE GOVERNANCE
A separate section on Management Discussion and Analysis, Corporate
Governance and a certificate from Statutory Auditors of the Company
regarding Compliance of conditions of Corporate Governance as
stipulated under clause 49 of Listing Agreement forms part of the
Annual Report.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at Bombay Stock Exchange.
The Company''s delisting application with Calcutta Stock Exchange is
pending since long.
ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the continued
co-operation and support extended to the Company by the Shareholders,
Customers, Dealers, Suppliers, Bankers, Government and all the other
business associates. Your Directors also express their warm
appreciation to all employees for their diligence and contribution.
For and on behalf of the Board
New Delhi P. N. Singh N. K. Pasari
May 29, 2014 Director Managing Director
Mar 31, 2012
The Board of Directors of your Company is pleased to present its 40th
Annual Report and the Audited Accounts for the year ended March 31,
2012.
FINANCIAL RESULTS (Rs. in Lacs)
2011-12 2010-11
Revenue from Operations (Net) 14,830.90 10,691.84
Profit / (Loss) before finance cost,
depreciation
& exceptional items 1,482.25 325.07
Finance Cost 798.14 727.03
Depreciation & Amortisation Expenses 546.80 507.66
Exceptional Items 94.09 --
Profit /(Loss) before Taxation 43.22 (899.62)
Tax Expenses -- 185.95
Profit/ (Loss) after Tax 43.22 (713.67)
Your Directors feel immense pleasure in informing the members that
during the year under review, operations of the Company grew
significantly in terms of both the turnover and the profitability. The
sales of the Company registered an increase of 38.71% from Rs. 10,691.84
lacs to Rs. 14,830.90 lacs. The increase in turnover has been primarily
on account of better improved performance at Keshwana Unit of the
Company. The Company h a s earned after tax profit of Rs. 43.22 lacs
against loss of Rs. 713.67 lacs in previous year reflecting a
considerable growth. The improved performance and increase in capital
has resulted into positive net worth and hence, reference has been
declined by the Board for Industrial and Financial Reconstruction.
DIVIDEND
The Directors are unable to recommend any dividend on equity shares due
to unabsorbed depreciation and accumulated losses of previous years.
Because of this reason, 4% dividend aggregating to Rs. 23.24 lacs
(including dividend distribution tax) on the outstanding 4% cumulative
redeemable preference shares has also been accumulated.
SHARE CAPITAL
During the year, the Company has allotted 20,70,000 Equity Shares of Rs.
10/- each at a premium of Rs. 6/- per share on preferential allotment
basis.
CURRENT OUTLOOK
The outlook for the paper industry is very positive and is expected to
be doubled to reach 20 million tons over the next 8 years. With the
anticipated measurement in the economic growth, demand for paper and
paper products is expected to improve significantly in the coming days.
Increasing corporate spend, improving literacy and living standards,
declining poverty and higher disposable incomes in India have been the
macro-economic drivers that are likely to increase the demand for paper
in the country in the long run.
CORPORATE GOVERNANCE
Your Company is committed towards achieving the highest standard of
Corporate Governance. Accordingly, your Board functions as trustees of
the Shareholders and seeks to ensure the long term economic value for
its shareholders while balancing the interest of the stakeholders.
A detailed report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchange together with Auditor's
Certificate confirming compliance of the conditions is annexed to this
report.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956 and rules framed
there under.
DIRECTORS
In accordance with Articles of Association of the Company and the
provisions of the Companies Act, 1956, Mr. P. N. Singh and Mr. L. C.
Sharma are retiring by rotation and being eligible; offer themselves
for re- appointment at the ensuing Annual General Meeting of the
Company.
w.e.f. 6th June, 2012, Mr. L.C. Parashar has been appointed as an
Additional Director and Mr. D.R. Mehta has resigned from the
Directorship of the Company. The Board placed on record the immense
contribution made by Mr. D.R. Mehta during his tenure as a Director.
The Board of Directors recommends their appointment/ re-appointment.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at Bombay and Calcutta
Stock Exchanges. The Company's delisting application with Calcutta
Stock Exchange is in process since long.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2012 and of the Profit of the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
COST AUDITORS
Pursuant to the provision of Section 233B of the Companies Act, 1956,
the Central Government has approved the reappointment of M/s. Vijender
Sharma & Associates, Cost Accountants to conduct Audit of cost record
of the paper for the financial year ending March 31, 2012. Cost Audit
Reports for the same would be submitted to the Central Government
within the prescribed time.
Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Reports
of Paper for the year ended March 31, 2011 were filed with the Central
Government on September 30, 2011.
AUDITORS
M/s. Singal Brothers & Associates, Chartered Accountants, New Delhi,
the Statutory Auditor of the Company hold office until the conclusion
of the forthcoming Annual General Meeting of the Company and are being
eligible for re-appointment. Yours Company has received letters from
them to the effect that their appointment, if made, would be within the
prescribed limits under section 224(IB) of the Companies Act, 1956.
AUDITORS' REPORT AND BOARD'S CLARIFICATION
The notes to the accounts referred to in the Auditors' Report are self
explanatory and no further explanation is considered necessary.
However, the clarifications on the qualifications in the Auditors'
Report are as under:- Regarding deferred tax assets on accounts of
unabsorbed depreciation and carry forward losses, the management is
virtually certain of realisation of deferred tax assets in future in
view of significant improvement in the quantity, quality of the
products and improved conditions of the market, as further explained in
Note No 2.37 of Notes to financial statements.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information in respect of above activity required to be disclosed
under Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure forming part of this
report.
PARTICULARS OF EMPLOYEES
Disclosure of details required in accordance with the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, is not applicable as none of
the employee was in receipt of remuneration in excess of the limits
prescribed therein.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the
cooperation and the assistance received from the Government
Authorities, Regulatory Bodies, Bankers and every Stakeholder of the
Company including Suppliers, Customers, Shareholders etc.
Your Directors take this opportunity to place on record their
appreciation for the valuable contribution made and excellent
cooperation rendered by the employees at all levels for the progress
and prosperity of the Company.
For & on behalf of the Board
New Delhi P.N. Singh N.K. Pasari
August 13, 2012 Director Managing Director
Mar 31, 2010
The Board of Directors of your Company is pleased to present its 38th
Annual Report and the Audited Accounts for the year ended 31st March,
2010.
FINANCIAL RESULTS
(Rs. In 000)
2009-10 2008-09
Sales including export sales 6,13,943 11,88,192
Profit / (Loss) before Interest
& Depreciation (6,771) 94,404
Less: Depreciation 45,751 47,740
Profit/(toss) before Interest & Taxation (52,522) 46,664
Less: Interest and financial charges 50,033 61,459
Profit /(Loss) before Taxation (1,02,555) (14,795)
Add: Provision for Taxation 17,959 3,212
Profit/ (Loss) after Tax - (84,596) (11,583}
Balance brought forward from
previous years (65,916) (54,333)
Balance carried to Balance Sheet (1,50,512) (65,916)
The continued effect of Worldwide Global Recession and slow-down m the
economy has adversely effected the performance of the Company, It has
resulted into increase in losses due to sharp decrease in sales prices,
non-availability of corresponding decrease in raw material prices,
lower sales volume and unhealthy competition due to
unscrupulous/stock-lot imports, The reduction in sales has also been
caused by shut- down of Keshwana Plant for modification/renovation.
During the year under review, the Company has been sanct ioned Restr
Restuchuring-cum- Enhancement package under the CDR Mechanism. As
projected under package, the Keshwana Unit of the Company has been
restarted for production alter its modification/ renovation* With the
help of Restructuring Package, your Directors are hopeful for better
performance in the current year,
PREFERENCE SHARES
Your Company has issued 5,00,000 4% Cumulative Redeemable Preference
Shares of Rs. 100/- each amounting Rs.50,000 thousands during the year
to all the Bankers of the Company in accordance with terms and
conditions of the COR package.
DIVIDEND
The Directors are unable to recommend any dividend on equity shares due
to the losses during the year under review. Further, 4% dividend
aggregating to Rs. 731 thousands (including dividend distribution tax)
on the outstanding 4% cumulative redeemable preference shares has also
been accumulated.
CURRENT OUTLOOK
The Paper Industry in India looks extremely positive as the demand for
upstream market of paper products is growing up. The improving
domestic: demand and the rise in global prices together should help
Paper Industry to perform better in the coming years. The recovery in
the global economy and the buoyancy in the domestic economy mean better
demand growth for paper.
CORPORATE GOVERNANCE
Your Directors reaffirm their commitment to the Corporate Governance
standards as prescribed by the Securities and Exchange Board of India
(SEBI), A separate section on Corporate Governance together with a
certificate from the Auditors of the Company regarding full compliance
of conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement with the Stock Exchange(s) forms part of Annual
Report.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956 and rules framed
there under.
DIRECTORS
In accordance with Articles of Association of the Company and the
provisions of the Companies Act, 1936, Mr. D. R. Mehta and Mr. L,C
Sharma are retiring by rotation and, being eligible, offer themselves
for re-
appointment at the ensuing Annual General Meeting
or the Company,
The term at appointment or Mr, N.J.K.Pasati as Managing Director will
expire on 31st December, 2010, The Board propositi to re-appoint him as
Managing Director for a further period of 1 year w.e.f.
1st January, 2011 without any remuneration for which he has consented.
The rrsolution for re-appoinment
haw, been put up for approval of the members.
Mr. P.N. Singh has. been appointed as an Additional
Director w.e.f 01st July, 2010 and Mr, Alok Sinha has resigned from the
directorship of the Comapny Mr, Alok Sinha was associated with the
Company since 2001. The Board placed on record the immense contribution
made by Mr. Alok Sinha dining his tenure of a Director.
The Bpard Director recommends their appointmen
re-appointment.
LISTING ON STOCK EXCHANCES
The Equity Shares of the Company are listed at Mumbai and Calcutta
Stock Fxthanges. The Companys delisting application with Calcutta
Stock Exchange is in process since long.
CORPORATE DEBT RTSTRUCTURING
Your Company has been grarded a Restructuring Package by Corporate Debt
Resrucluning (CDR) Cell under the COR Mechanism vide LOA No CDRLABP)
No.605/2009-10 date 17.08.2009 for restrucluting
of the existing financial assistance and sanction of additional finance
to the Company the CDR Package has been implemented w.e.f. cut-off date
i.e 1st April ,2009 by all the Bankers of the Company. Your Directors
are very positive and confident that with the help of CPR Package, the
Company is in the process of continuing its operations in a more
cfficient and cost effective manner making optimum utilization of all
its available resources.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuaist to the requirement under Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been
followed along with proper explanations relating to material deparures
ii) the accounting policies have been selected and applied consistently
and judgments and estimates made are reasonable and prudent so as to
give a true and Mir view or the state of affairs or the Company as at
31st March,2010 and of the Loss of the Company for that year;
iii) proper and sufficient care has been taken for the maintinance of
adequate accounting recordsat accordance with provisions of
theCompanies Act, 1956 lor safeguarding the assets of the Company and
for preventing and delecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concent bxisis
COST AUDITORS Purs-uan: to Section 233B of the Companies Act,1956 the
Central Government vide their letter no. 52/494/ CAB-2000 dated
23/06/2009 has approved the re appontment of M/s Vijender Sharma
Associates, C ost Accountants, Delhi for conducting the cost audit of
the paper for the financial year ending itst Mart h, 2010,
AUDITORS
M/s, Singal, Chartered Accountants, New Delhi, the Statfory Auditor of
the Company hold Office until the conchision of the forhcoming Annual
Ceneral Meeting of the Company and are eligible for re-appoinment ,and
all the audit process will be done by this firm only in future. The
Company has received a latter from them to the efferd that then
appointment if made would be within the preseribed limits u/s 22411(B)
of the Companies Act, 1956.
The other joint auditor, M/s A.C.Bhauteria & Co, Chartered Accountants.
Kolkata have expressed their unwillingness to be re-appointed as
Statutory Auditor from the ensuing Annual General Meeting.
AUDITORS REPORT AND AND BOARDS CLARIFCATION
The notes to the at accounts referred to in the Audiots Report are
self explanatory and no further explanation is considered necessary.
However, the clariications on the qualifications in the Auditors
Report are as under:-
In view of restructuring of debts by the lenders, process improvements
carried out for enhancing paper making capacity and operating
efficiency, improvement in quality, improving trend in market
conditions, business plans, strategies and profitability estimates, the
Company is virtually certain of realization of deferred lax assets in
future, (refer Note No. 2 of Schedule 19 of Notes on Accounts)
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information in respect of above activity required to be disclosed
under Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure forming part of this
report.
PARTICULARS Of EMPLOYEES
Disclosure of details required in accordance with the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, is not applicable as none of
the employee was in receipt of remuneration in excess of the limits
prescribed therein.
ACKNOWLEDGEMENTS
The Board of Directors acknowledges with gratitude the co-operation and
assistance provided to the Company by the Bankers and Government as
well as non-Government agencies. Your Directors would like to place on
record their appreciation to the Companys Shareholders, Customers,
Dealers, Business Associates and Suppliers for their continued support
to the Company.
The relationship with the employees remained cordial during the year
and your Directors place on record their appreciation for the
contribution made by the employees at all levels.
For & on behalf of the Board
New Delhi D. R. Mehta N. K. Pasari
14th August, 2010 Director Managing Director
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Shree Krishna Paper Mills & Industries Ltd. पर और जानकारी
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Shree Krishna Paper Mills & Industries Ltd. कंपनी का विवरण
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कंपनी का इतिहास
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Shree Krishna Paper Mills & Industries Ltd. Financial Data
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Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण? -
Stock Market: मोदी सरकार के 15 बजट में कब शेयर बाजार का प्रदर्शन रहा सबसे बेहतर; कब रहा सबसे खराब? फुल रिपोर्ट
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