1. INTRODUCTION
Your Directors are elated in presenting their 48th Annual Report together
with the Report on the Audited, Standalone and Consolidated, Financial Statements for the
Financial year ended 31st March 2023.
2. FINANCIAL RESULTS
The financial results of the operation for the year under review are as follows:
| Particulars |
Standalone |
|
2022-23 |
2021-22 |
| Total Income |
5490.70 |
30602.94 |
| Total Expense |
10291.02 |
32559.31 |
| Profit before Extraordinary Items, Exceptional Items, and Tax |
(4801.21) |
(19.56) |
| Extraordinary Items |
0.00 |
0.00 |
| Exceptional Items |
0.00 |
0.00 |
| Profit before Tax |
(4,801.21) |
(19.56) |
| Tax Expense |
3724.56 |
(4191.06) |
| Net Profit for the year |
(1076.66) |
(6143.33) |
| EPS |
(0.538) |
(3.07) |
| i. Basic |
|
|
| ii. Diluted |
(0.538) |
(3.07) |
2. BUSINESS OVERVIEW
The Loss for financial year under review as compared to the previous financial. The
Board of Directors looks towards the future performance with a positive approach.
3. DIVIDEND
Directors of the Company are unable to declare any dividend for the financial year
under review
4. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no.
51/12/2007-CL-III dated February 8, 2011, through which it granted a General Exemption to
companies from annexing the Directors Report, Balance Sheet and Profit & Loss Account
of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing
exemption under this circular, have been fulfilled by your Company.
The Company did not have any Subsidiary, Associate, Joint Venture Company during the
financial year under review.
5. CORPORTAE SOCIAL RESPONSIBILITY
The Company has developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are applicable. As
per Section 135 of the Companies Act, 2013, it is mandatory for the Company to constitute
Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company
as the net worth of the Company during the last financial year was more than Rs. 500
crores, or Turnover is more than Rs. 1000 Crores, or Net Profit is more than Rs. 5 Crores.
Since the Company does not fall under the criteria as mentioned above, the Company is,
not required to constitute the Corporate Social Responsibility Committee.
6. STATUTORY AUDITORS
M/s. Khandelwal & Co, Chartered Accountants, (FRN: 323311E) ("the Statutory
Auditors") was appointed as the Statutory Auditors of the company by the Resolution
Professional for the period from 1st April 2023 till 31st March
2028, to hold office till the conclusion of 53nd Annual General Meeting.
Thus, the Board of Directors approached Khandelwal & Co, Chartered Accountants,
(FRN: 323311E), for their appointment as the Statutory Auditors of the Company for the
financial year ended 31st March 2028, to hold office till the conclusion of 53rd
Annual General Meeting of the members of the Company.
The Board of Directors of the Company recommend the appointment of the Statutory
Auditors for the period from 1st April 2023 till 31st March 2023, to hold office till the
conclusion of the 53rd Annual General Meeting of the members of the Company.
7. SECRETARIAL AUDITORS
M/s. Manmohan & Co, Company Secretaries, have been appointed, as the Secretarial
Auditors of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of
the matters of the Company and report thereof, for the period from 1st April
2023 till 31st March 2024.
The Report of the Secretarial Auditors of the Company, for the period under review has
been annexed to the Board Report under Annexure .
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
There was no qualification, reservation or adverse remark made by the Auditors in their
report.
9. BOARD OF DIRECTORS OF THE COMPANY:
At the beginning of the financial year under review, the Board of Directors of the
Company comprised of 5 (Five) Directors.
The Board of Directors of the Company as on 1st April 2022 stood as follows:
| Sr Name of the Director |
Designation |
| 1. Shri. Sudhir Goenka |
Managing Director |
| 2. Smt. Kusum Goenka |
Women Director |
| 3. Shri. Bandhooram Prasad |
Executive Director |
| 4. Shri. Yogesh Katkamwar |
Independent Director |
| 5. Shri. Pramod Kumar Shah |
Independent Director |
The Board of Directors of the Company as on date of this report stands as above.
10. DECELCERATION BY THE INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
11. BOARD MEETINGS:
During the financial year under review, the meetings of the Board of Directors of the
Company were held on following dates:
| Sr N |
Serial No. of Meeting |
Date of Meeting |
| 1. |
I/2022-23 |
14th April 2022 |
| 2. |
II/2022-23 |
03rd June 2022 |
| 3. |
III/2022-23 |
30th June 2022 |
| 4. |
IV/2022-23 |
12th August 2022 |
| 5. |
V/2022-23 |
14th November 2022 |
| 6. |
VI/2022-23 |
15th February 2023 |
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO
SECTION 188 OF THE COMPANIES ACT, 2013:
The details of Related Party Transactions entered by the Company with Related party/
Parties as defined under the provisions of Section 2(76) of the Companies Act, 2013,
during the financial year under review are furnished in Annexure and forms part of this
report.
During the year under review, there were no related party transactions which material
in nature were.
13. COMPNAY POLICY RELATING TO DIRECTORS APPOINTMENT.
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are applicable to the Company and hence the Company has devised a
policy relating to appointment of Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013.
14. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL PERSONNEL) RULES. 2014.
The Company has no employee Companies, who is in receipt of remuneration of Rs.
8,50,000/- per month or Rs. 1,02,00,000 per annum and hence the Company is not required to
give information under sub rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2022 -2023
No of complaints received: Nil
No of complaints disposed: Nil
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your Directors state that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed with proper explanation relating to material departures, if any.
ii. They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have 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 of 31st March, 2023 and of its loss for the year ended on that date;
iii. They have taken proper and sufficient care to the best of their knowledge and
ability 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. They have prepared the annual accounts for the year ended 31st March 2023 on a
going concern basis.
v. They have laid down Internal Financial Controls, which are adequate and are
operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable law sand that such systems were adequate and operating effectively.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not made any investments during the year under review. The details of
loans, advance and guarantees given pursuant to Section 186 of the Companies Act, 2013
have been provided in Annexure.
18. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFERS TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.
Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate on
the date of this report.
20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither earned nor used any
foreign exchange.
21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed & implemented Risk Management Policy. However, Company
has not come across any element of risk which may threaten the existence of the Company.
22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
• National Company Law Tribunal in its order date 26th June 2018, vide
order No. MA 349/2018 in CP. NO. (IB) 716 (MB)/ 2017 approved the Resolution Plan
presented by Mr. Sudhir Goenka.
• Mr. Sudhir Goenka, the Resolution Applicant in the Resolution Plan as stated in
the IBC 2016 is to provide for the efficient rescue and recovery of financially distressed
companies in a manner that balances the rights and interests of all relevant stakeholders.
The Resolution Plan submitted to Bombay Stock Exchange and other regulatory authorities
on Page No. 20 Point 2(d) reads as follows:
"The Corporate Debtor as on date is a loss-making entity and therefore, upon this
Resolution Plan becoming effective, the entire shareholding of the Corporate Debtor,
including the non-related entities shall be reorganized by writing off the accumulated
losses of the Corporate Debtor against the entire share capital of the Corporate Debtor.
The entire equity of all shareholders, including that of the Resolution Applicants related
parties shall be written off and as such all the existing shareholders shall lose all the
economic benefits derived from the Corporate Debtor. "
Further the Post Reduction Share Capital as stated in the Resolution Plan Page No. 21
& 22 point 2(h) reads as follows:
THE Resolution Applicant upon the approval of the Resolution Plan shall infuse an
amount of Rs.2,00,00,000/- (Rupees Two Crore Only), as equity capital. Accordingly, the
Resolution Applicant shall be allotted 20,00,000 equity shares of Rs.10/- each.
These equity shares issued to Resolution Applicant shall be listed at BSE Ltd. The
Resolution Applicant shall be exempt from the operation of SEBI ICDR Regulations, 2009,
Takeover Regulations, 2011 as well Companies Act, 2013 for issue of these shares. Further,
the Resolution Applicant shall be granted a time of 2 years to meet the minimum public
holding criteria of 25% in listed company.
Since the Resolution Plan is approved by NCLT the Company, Ellora Papers Mills Limited
was restructured and the entire equity capital was written off and Fresh 20,00,000 shares
were allotted to Mr. Sudhir Goenka. With reference to the restructuring of the share
capital of the Corporate Debtor, for which the writ petition bearing no. st. 8221/2020 has
been filed before the Honble High Court of Judicature at Mumbai titled as "M/s
Ellora Paper Mills Limited v. Bombay Stock Exchange.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has an adequate Internal Financial Control system, commensurate with the
size of its business operations.
24. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is
available on the Companys website www.ellorapaper.com
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
| Sr No. Name of Director |
Designation |
Role |
| 1. Shri. Pramod Kumar Shah |
Independent Director |
Chairman |
| 2. Shri. Yogesh Katkamwar |
Independent Director |
Member |
| 3. Shri. Sudhir Goenka |
Director ( CFO) |
Member |
The Company has established a vigil mechanism and oversees through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of company employees and the
Company.
26. CORPORATE GOVERNANCE
Your Company is committed to adopting the best Corporate Governance practices. It
believes that proper corporate governance is not just a regulatory compliance but also a
facilitator for enhancement of stakeholders value. Reports on Corporate Governance forms
part of this report as Annexure.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion and analysis report depict the purview of the management
relating to the segment in which business operates and future scope of business of the
Company. It also mentions the belief of the management in adopting sound practices of
business with emerging trends in the Realty Sector.
The Management Discussion and Analysis report forms part of this report as Annexure.
28. CEO AND CFO CERTIFICATION:
The Company has not designated a Chief Executive Officer. Mr. Sudhir Goenka, Managing
Director and Chief Financial Officer has provided a certification, which forms part of
this report as Annexure
29. REASON FOR SUSPENSION OF TRADING OF THE SECURITIES OF THE COMPANY:
The Companys shares remained suspended from trading during the financial year for the
reason of NCTL resolution Process in plan. With reference to the restructuring of the
share capital of the Corporate Debtor, for which the writ petition bearing no. st.
8221/2020 has been filed before the Honble High Court of Judicature at Mumbai titled as
"M/s Ellora Paper Mills Limited v. Bombay Stock Exchange.
30. QUALIFICATION REPLY TO SECRETARIAL AUDIT REPORT.
a. Pursuant to Rule 20 of Companies (Management and Administration) Rules, 2014, the
Company has failed to provide E-Voting facility for 47th Annual General Meeting of the
members of the Company.
Reply: As your company is a suspended company, there is no requirement for E-Voting as
there is only one Shareholding of the company, so the E-Voting facility was not provided.
31. APPRECIATION AND ACKNOWLEDGMENT
The Board of Directors wish to place on record their appreciation for the co-operation
and support of the Companys Bankers, its valued customers, employees and all other
intermediaries concerned with the Companys business.
Your directors are grateful towards all members for supporting and sustaining us during
the intricate days. We look forward to your continued support and reiterate that we are
determined to ensure that the plans are successfully implemented
|
BY ORDER OF THE BOARD |
|
For Ellora Paper Mills Limited |
|
Sd/- |
Sd/- |
| Date: 29/09/2023 |
Sudhir Goenka |
Kusum Goenka |
| Place: Mumbai |
Director |
Director |
+91-9892691696
