To the Members,
Your Directors take pleasure in presenting the 26th Annual Report on the
business and operations together with Audited Statements of Accounts of your Company for
the financial year ended 31 March 2023.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 2022-23 are
given hereunder.
|
|
(INR in Lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Sales & other income |
1,31,316.26 |
83,424.85 |
| Operating Profit |
38,281.71 |
12,280.26 |
| Interest |
7,099.44 |
6,894.44 |
| Gross Profit |
31,182.27 |
5,385.82 |
| Depreciation |
4,543.67 |
4,615.40 |
| Profit (Loss) before exceptional items and tax |
26,638.60 |
770.42 |
| Exceptional items |
6,342.31 |
|
| Profit (Loss) after exceptional items |
20,296.29 |
770.42 |
| Provision for |
|
|
| - Current Tax |
1,533.07 |
127.66 |
| - Adjustment of Tax-Previous Years |
(128.68) |
43.22 |
| - Deferred Tax |
5,276.72 |
(742.72) |
| Net Profit (Loss) after tax |
13,615.18 |
1,342.26 |
| Other comprehensive Income (Expense) |
(45.52) |
(20.16) |
| Total comprehensive Income/(Loss) for the year (Net of Income tax) |
13,569.66 |
1,322.10 |
DIVIDEND
Considering the strong business operations coupled with healthy cash flows during the
year under review and no payment of dividends in the previous two years, your Directors
have proposed a dividend of INR 3/- per share (previous year INR Nil per share) on the
Equity Shares of INR 1.00 each, and INR 1.00 per share (previous year INR Nil per share)
on the Non-Cumulative Redeemable Preference Shares of INR 10/- each, for the financial
year ended 31 March 2023 amounting to INR 2,917.91 Lakhs (previous year INR Nil).
OPERATIONS
The industry after witnessing two consecutive years of relative revenue contraction in
FY 2021 and 2022, owing to a slowdown in demand for the paper segment due to closure of
educational institutions, shift towards online and digital culture, as well as the impact
of covid-19, witnessed a strong revival in demand consequent to reopening of educational
institutions and a complete revival of economy in the current year. During the year under
review, the Company achieved a production of 1,52,172 metric tonnes, as against 1,51,740
metric tonnes in the previous year. The quantitative figure for the sale of paper was
1,52,305 metric tonnes this year leaving 11 metric tonnes as closing stock, as against the
sale of 1,51,674 metric tonnes in the previous year.
The figures given in the Financial Statements for the current year under review are as
under:
The company recorded a Net Sales Turnover (net of GST) including other income stood at
INR 1,31,316.25 Lakhs (Previous Year INR 83,424.85 Lakhs) up by 57.1%; Operating Profit at
INR 38,281.71 Lakhs (Previous Year INR 12,280.26 Lakhs) up by 211.7%; Profit before
exceptional items INR 26,638.59 Lakhs (previous Year INR 770.42 Lakhs) up by 3,357.7%;
Profit before Tax at INR 20,296.29 Lakhs (Previous year INR 770.42 Lakhs) up by 2,534.4%;
and the Net Profit after Tax and other comprehensive income (expense) at INR 13,569.66
Lakhs (Previous year INR 1,322.10 Lakhs) up by 926.4% . The exceptional items INR 6,342.31
Lakhs (Previous Year INR Nil) represents tax adjustments as summarized below.
The Government of India vide taxation Laws (Amendment) Ordinance 2019 dated 20
September 2019, inserted Section 115BAA in the Income Tax Act, 1961, which provided
domestic companies an option to pay Income tax at reduced tax rate effective April 1, 2019
subject to certain conditions. The company had opted to continue with the existing tax
structure until utilisation of accumulated minimum alternative tax (MAT) credit. However,
in the quarter ended 30 June 2022, the company had re-evaluated the new provision,
assessed its impact and decided to opt for the new tax regime w.e.f April 1, 2021.
Consequently, tax expenses for the period have been considered at reduced tax rate and the
Company has used the new tax rates to re-measure its deferred tax liabilities and has
written off the accumulated minimum alternative tax (MAT) credit in the quarter ended 30
June 2022. The impact of this change on the tax assets and liabilities as on 31 March,
2022 has been recognised in profit and loss as an Exceptional Tax Item. This has no impact
on the operational profits of the Company.
The detailed performance of Companys operations for the year ended 31 March 2023 has
been stated in the Management Discussion & Analysis, which appears as a separate
statement in the Annual Report.
INDUSTRY STATUS
Paper Industry is a significant player in the World Economy. Paper usage has been
declining in North America and Europe since a long while, while steeply rising in China
and other Asian and Middle-eastern Economies. The four key Paper and Board categories are:
Newsprint, Printing and Writing Papers, Paper Boards for packaging applications, Tissue
Papers & other Specialty Papers. Packaging grades account for over 55% of consumption,
Printing and Writing grades over 35%, Tissue Papers 7-8% and others about 3%. Tissue and
Packaging grades are expected to witness higher growth rates, in the future.
The Indian paper industry accounts for about 5% of the worlds production of paper. The
estimated annual turnover of the industry is INR 80,000 Crore and its tax contribution to
the exchequer is around INR 5,000 Crore. The industry provides direct employment to 0.5
million persons, and indirectly to around 1.5 million.
Most of the paper mills are in existence for a long time and hence present technologies
fall in a wide spectrum ranging from oldest to the most modern. The mills use a variety of
raw material viz. wood, bamboo, recycled fibre, bagasse, wheat straw and grasses. In terms
of share in total production, approximately 18% are based on wood, 73% on recycled fibre
and 9% on agro residues. The geographical spread of the industry, as well as market, is
mainly responsible for the regional balance of production and consumption.
The paper Industry holds immense potential for growth in India as the per capita paper
consumption in India at around 15-16 kg, which is way behind the global average of 57 kg
(200 + kg for developed countries). India is the fastest-growing market for paper globally
and it presents an exciting scenario. Paper consumption is poised for a big leap forward
in sync with economic growth. The futuristic view is that growth in paper consumption
would be in multiples of GDP and hence an increase in consumption by one kg per capita
would lead to an increase in demand of 1 million tonnes. Healthy demand for Printing and
Writing paper and firm realisations are further expected to drive growth for this segment
of paper manufacturing companies.
NATIONAL EDUCATION POLICY 2020
The Government announced the new National Education Policy (the NEP 2020) to focus on
providing education that is equitable, accessible, high-quality and affordable. The policy
was expected to be implemented from April 2022 academic years, but its implementation was
delayed due to spread of covid-19 pandemic and consequently the educational establishments
were running online classes. However, with the gradual implementation of the NEP from
academic year 2023-24, rise in the education spend by the Government, and increased thrust
on education through initiatives such as Sarva Shiksha Abhiyaan/Education of All, the
Printing & Writing paper demand is expected to increase sharply. The policy acts as a
roadmap to revolutionize schooling and higher education in India that will support and
foster a lifelong learning culture to maximize the rich talents and resources the country
has to offer. The NEP 2020 is a giant leap in a list of initiatives taken by the
government in achieving Goal 4 (SDG4) of the 2030. The policy recognises the ever-changing
knowledge and employment landscape in our global ecosystem and focuses on curricular and
pedagogy reform, aligning it with international standards and making India a vibrant
knowledge economy and a nation of thought leaders. The impending changes in the education
policy and curriculum, alongwith the introduction of textbooks in 22 languages in alliance
with NCERT and Ministry of Education are bound to create a huge demand for Writing and
Printing paper to meet the needs of new Indian education system.
BAN ON SINGLE USE PLASTIC
The ban on the use of plastics in a wide variety of applications that has been put in
place by the Govt of India with effect from July 01, 2022, has given a big boost to paper
production for new paper products, which will provide the most sustainable and right
replacement of single use plastics. These new varieties of paper qualities are finding
their way into the market, filling up the huge gap left behind by the plastic ban.
PAPER IMPORT MONITORING SYSTEM (PIMS)
To regulate the import of paper as also to promote the flagship schemes like "Make
in India" and "Atmanirbhar Bharat," the Government has brought the imports
of paper under compulsory registration from the 1st October 2022. The import
policy of major paper products, such as newsprint, handmade paper, wallpaper base,
duplicating paper, coated paper, uncoated paper, map-Litho and offset paper, excluding
currency paper, bank bonds and cheque paper and security printing paper, has been amended
from ‘Free to ‘Free subject to compulsory registration under Paper Import
Monitoring System by the Directorate General of Free Trade.
FINANCE
(I) TERM LOANS AND CAPEX PROJECTS
The backward integration and modernization of its pulping facilities, chemical recovery
plant and captive power generation plant to enhance its operating efficiencies and
production capacity were commissioned and put to use in March 2021 has enabled the company
in sustaining competitiveness in capacity and quality enhancement, cost reduction and
improving margins and profitability of the Company. With the economy and business
environment showing a strong growth trend, the benefits will be even more visible in the
coming years.
The company has further undertaken the implementation of the capex projects with an
outlay of INR 57 Crores towards debottlenecking, paper production capacity enhancement and
cost reduction initiatives. The capex projects are funded through term loan of INR 38
Crores and the balance INR
19 Crores through internal accruals. The implementation of the projects is underway and
they are scheduled to be completed and commissioned by September 2023.
(II) WORKING CAPITAL
Banks have sanctioned/renewed the working capital limits amounting to INR 13,155 Lakhs
(fund based INR 8,000 Lakhs, non-fund based INR 5,155 Lakhs) during the year under review.
(III) FIXED DEPOSITS
As on 31 March 2023, your Company had Fixed Deposits of INR 3,914.99 Lakhs. There were
no overdue deposits as on 31 March 2023.
The above deposits have been accepted for a period of 1 year to 3 years as per the
Fixed deposit Scheme duly approved by the Board in its meeting held on 21 May 2022
pursuant to the compliance of the provisions of Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules 2014.
Details of Deposits:
(a) Accepted (including renewals) during the year- INR 2,772.17 Lakhs
(b) Remained unpaid or unclaimed as at the end of the year- Nil
There has been no default in repayment of deposits or payment of interest thereon
during the year.
(IV) PREPAYMENT OF TERM LOANS-RESOLUTION PLAN UNDER RBI CIRCULAR DATED 6 AUGUST 2020
– "RESOLUTION FRAMEWORK FOR COVID-19 RELATED STRESS"
The members were earlier informed that the Resolution Plan was approved and implemented
by all the Lenders on 19 June 2021. The Resolution Plan inter alia provided for converting
the interest on term loans for one year from 1st September 2020 into Funded
Interest Term Loan (FITL) with extension of two years moratorium in the payment of
principal of term loans.
In view of the better than envisaged business operations and continuous healthy cash
flows, the company prepaid the entire FITL outstanding of INR 36 Crores in September 2022
which was otherwise repayable in quarterly instalments starting from September 2022 till
FY 2029-30.
The company has further prepaid term loans of INR 105.00 Crores in December 2022 and
INR 102 Crores in March 2023. This payment was, in addition, to the repayment which became
due after the moratorium of 2 years ended on 31 August 2022. The total payments thus
constitute 43% of the restructured debt to the Banks and the company is engaged with the
Banks to declare itself out of the ambit of the Resolution Plan.
EXTERNAL CREDIT RATING
During the year under review, CARE Ratings Limited (CARE) has reviewed the external
credit rating for the Long-Term, Short-Term Bank facilities and Fixed Deposits of the
company and has revised the rating upward with stable outlook. The updated facility wise
rating is as under:
Facilities |
Amount (INR/ Cr) |
Rating |
| Long-term Bank |
500.28 |
CARE A-; (Single A |
| Facilities |
|
Minus); (Outlook: Stable) |
| Short term Bank |
78.65 |
CARE A2+ (A Two Plus) |
| Facilities |
|
(Outlook: Stable) |
| Fixed Deposits |
45.00 |
CARE A-; (Single A |
|
|
Minus); Outlook: Stable] |
With the above revision in the rating, the rating which was assigned to the company
before Covid-19 has been restored.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business.
MATERIAL CHANGE
With the strong revival in the demand for paper consequent to revival of the economy
and the reopening of the educational institutes and offices, there has been a significant
improvement in the operations for FY 2022-23 both in terms of top-line and bottom-line.
Further no material changes or commitments affecting the financial position of the Company
have occurred during the year under consideration, or after closure of the financial year
till the date of this report.
HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIES
Your Company does not have any subsidiary/joint ventures or associate company within
the meaning of the Companies Act, 2013. Kapedome Enterprises Limited is the holding
company having 66.51% equity capital of the company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board
of Directors of your Company has constituted a CSR Committee. The CSR Policy has been
framed by the Company which is placed on its website.
In pursuance of the Companies Act, 2013 and in alignment with its vision, the Company
through its CSR initiatives will continue to enhance value creation in the society and in
the community in which it operates, through its services, conduct and initiatives, so as
to promote sustained growth for the society and community.
During the year under review, the company has spent an amount of INR 33.38 Lakhs as
against the budget of INR 33.32 Lakhs. Further the carryover amount of INR 132.39 Lakhs as
on 31 March 2022 on the ongoing CSR projects were also spent in the current year.
Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 are given in the Annual Report on CSR activities at ‘Annexure- A.
The CSR policy alongwith annual plan and its constitution is placed on the companys
website.
VIGIL MECHANISM
Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides for a
mandatory requirement for all listed companies to establish a mechanism called the
‘Whistle Blower Policy for Directors and employees to report concerns of unethical
behavior, actual or suspected, fraud or violation or the Companys code of conduct or
ethics policy. In line with this requirement, the Company has framed a "Whistle
Blower Policy", which is placed on the Companys website. No complaint has been
received during the year under review.
RISK MANAGEMENT COMMITTEE
In line with the new regulatory requirements, the company has framed a ‘Risk
Management Policy to identify and assess the key risk areas, monitor, and report
compliance and effectiveness of the policy and procedure. A Risk Management Committee has
also been constituted to oversee this process.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Companys risk management
systems and programs comprises of various processes, structures and guidelines which
assist the Company to identify, assess, monitor, and manages its risks, including any
material changes to its risk profile. To achieve this, the Company has clearly defined the
responsibility and authority of the Companys Management and the Risk Management Committee
to oversee and manage these Programs. Details of the various risks, which can affect the
Companys business and the managements perception, are more elaborately given in the
‘Management Discussion & Analysis attached to this Report.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the Company for all the
major processes to ensure reliability of financial reporting, safeguarding of assets and
economical and efficient use of resources as also the compliance of laws, regulations,
policies and procedures.
The Companys internal control systems are reviewed by an independent firm of Chartered
Accountants. The firm independently evaluates the adequacy of internal controls through
periodic reviews that cover all the functions and processes through reviewing major
transactions. They report directly to the Audit Committee which ensures complete
independence.
RELATED PARTY TRANSACTIONS
All related party transactions are entered at arms length basis and are as per the
applicable provisions of the Companies Act, Indian Accounting Standards and the Listing
Regulations. No materially significant related party transactions have been entered into
by the Company with Promoters, Directors or Key Managerial Personnel, which had potential
conflict with the interest of the Company at large. A statement of all related party
transactions is presented before the Audit Committee on a quarterly basis duly certified
by the CEO and CFO. The Related Party Transactions Policy as approved by the Board is
placed on the Companys website.
The details of the related party disclosures and transactions as prescribed in Form
AOC-2 are given in the Note No. 40 of the notes on Financial Statements. All the related
party transactions are done at arms length and pertain to FY 2022-23.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators, Courts or Tribunals,
which would impact the going concern status of the Company and its operations in future.
CHANGE IN THE DIRECTORSHIPS
There is no change in Directorships. Further, in accordance with the provisions of the
Companies Act, 2013 and Articles of Association of the Company, Shri Drishinder Singh
Sandhawalia shall retire by rotation at the forthcoming Annual General Meeting and is
eligible for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to act as Independent Director under the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the relevant rules.
INDUCTIONS & TRAINING OF BOARD MEMBERS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company familiarized the Independent Directors in the
following areas:
(a) Nature of the industry in which the entity operates; (b) Business model of the
entity;
( ) Roles, rights, responsibilities of independent directors.
Presentations are made to the Board/Committees of the Board on regular intervals which,
inter alia, cover business strategies & reviews, operations, Industry developments,
management structure, quarterly and year to date financial results, budgets/business
plans, review of Internal Audit and risk management framework.
Further as per Regulation 46(2) (i) of SEBI (Listing Obligations
& Disclosure Requirements), 2015 the required details are as follows:
| Details of familiarization programmes imparted to independent directors |
FY 2022-23 |
Cumulative till date |
Number of programmes attended by independent directors |
8 |
43 |
Number of hours spent by independent directors in such programmes |
12 |
64 |
PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS
Nomination, Remuneration and Evaluation policy has been framed by the Nomination and
Remuneration Committee. This Committee has laid down the criteria for performance
evaluation of the individual Directors as well as the Board. The framework of performance
evaluation of the Directors captures the following points.
(a) Performance of the directors and key attributes of the Directors that justify
his/her extension/continuation on the Board of the Company.
(b) Participation of the Directors in the Board proceedings and their effectiveness.
( ) Fulfilment of the independence criteria and their independence from the management
as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(including any statutory modification(s) or enactment thereof for the time being in force)
in case of Independent Directors.
The Board adopted a formal mechanism for evaluating its performance as well as of its
Committees and individual Directors including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligation, governance issues,
participation and effectiveness.
During the year under review, a meeting of Independent Directors was held on 19 January
2023. The performance of the Non-Independent Directors and the Board as a whole vis-?-vis
the performance of the Chairman of the Company was reviewed by the Independent Directors.
DISCLOSURES ON BOARD EVALUATION:
i. Observations of Board Evaluation carried out for the year:
In conformity with the evaluation policy and laid down parameters, the overall
contribution of each Director was assessed as satisfactory and appreciable. The
suggestions, participation, involvement and constant efforts of each director in the light
of the business operations and overall growth and development of the Company was really
significant.
ii. Previous years observations and actions taken:
There were no observations of the Board with regard to the previous year. However, it
has been the endeavor of the Board of Directors of the Company to attain the highest level
of transparency, accountability and integrity as well as utmost applicable legal and
ethical standards in the functioning of the Company with a view to create value that can
be sustained continuously for the benefit of its stakeholders.
iii. Proposed actions envisaged:
The Company proposes to hold more trainings, presentations and interactions enabling
the Directors to uphold highest standards of integrity & probity and strict adherence
of the Companies Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
and other rules and regulations besides Companys Code of Conduct as also to strive for
constructive, effective and value-added deliberations at the meetings as also to
consistently strive to implement best corporate governance practices reflecting its strong
value system and ethical business conduct.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee,
approved a policy for selection, appointment, remuneration and evaluation of Directors,
Key Managerial Personnel and Senior Management. Details of the Nomination and Remuneration
Committee are given in the Corporate Governance Report. The Nomination, Remuneration and
Evaluation Policy as approved by the Board is placed on the Companys website.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a ‘Prevention of Sexual Harassment Policy pursuant to
the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees)
are covered under this policy. No complaint has been received during the year under
review.
NUMBER OF MEETINGS OF THE BOARD
During the year, 4 (Four) Board meetings were convened and held. Details of the number
of meetings of Board of Directors and committees thereof and the attendance of the
Directors in such meetings are provided under the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee constituted by the Board comprised of three Independent Directors
and one Executive Director till 31 March 2023.
During the year, 4 (four) Audit Committee meetings were convened and held. The details
of the Audit Committee meetings, attendance of the members and terms of reference are
provided in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013.
STATUTORY AUDITORS & AUDITORS REPORT
M/s O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration No.
000018N/N500091), Statutory auditors of the company were appointed for a period of five
years by the shareholders of the Company to hold office from the conclusion of the 23rd
Annual General Meeting till the conclusion of 28th Annual General Meeting.
As required under Section 139 of the Companies Act, 2013, the Company has received a
written consent from the Auditors to their continued appointment and also a certificate
from them to the effect that their existing appointment is in accordance with the
conditions prescribed under the Companies Act, 2013 and rules made thereunder.
The Auditors report for the financial year 2022-23 does not contain any qualification,
reservation or adverse remark. The Notes on Accounts referred to in the Annexure to the
Statutory Auditors Report are self-explanatory and do not call for any comments.
COST AUDITORS
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for conducting the cost
audit of the Company for the year ended
31 March 2023. The Companys Cost Audit Report for the year ended 31 March 2022 was
filed on 10.08.2022 (Due date 30.09.2022). The said firm has been appointed as cost
auditors of the Company for the financial year 2023-24 as well.
SECRETARIAL AUDITORS
M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial
Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial
Audit Report for the year ending 31 March 2023 which is annexed to this Boards Report as
Annexure-2.
As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
in addition to the above-mentioned Secretarial Audit Report, listed company is also
required to obtain an Annual Secretarial Compliance Report from a practicing Company
Secretary w.r.t. the compliances of all applicable SEBI Regulations, amendments, circulars
or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with
the concerned Stock Exchanges.
Further pursuant to SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to
obtain a certificate from Practicing Company Secretary that none of the directors on the
Board of the company have been debarred or disqualified from being appointed or continuing
as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory
authority. The said Certificate has been obtained from the M/s S.K. Sikka &
Associates, Company Secretaries, which is annexed to this Boards Report as Annexure-3.
Pursuant to Section 204 of the Companies Act, 2013 M/s S.K. Sikka & Associates,
Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial
Audit of the Company for the financial year ending 31 March 2024.
SHARE CAPITAL
During the year under review, the Company has not issued any equity shares with
differential rights, sweat equity shares or employee stock option.
Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees is not applicable to the Company.
There is no change in the Equity and Preference share capital during the year under
review.
Details pertaining to the shares in ‘Unclaimed suspense account in Compliance
with the terms of SEBI (LODR) Regulations, 2015 are given in the Report on Corporate
Governance annexed with this report.
POSTAL BALLOT
The Company has not conducted any Postal Ballot during the year under review.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the Practicing Company
Secretary regarding compliance of the conditions of Corporate Governance pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms
part of the Annual Report.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return in form no. MGT-7 would be available at the website of the
Company at http://www.kuantumpapers.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-1
which forms part of this Report. No foreign technology has been availed by the Company.
PERSONNEL
Relationships with the employees remained cordial throughout the year in the Company.
The Directors express their appreciation for the contribution made by the employees at all
levels to the operations and in establishing operational efficiencies of the Company
during the year under review.
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 is given in the statement annexed herewith as Annexure-4.
The information required pursuant to the provisions of Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring
particulars of the employees in receipt of remuneration in excess of INR 102 Lakhs per
annum if employed throughout the year and INR 8.50 Lakhs per month if employed for part of
the year, is given in the statement annexed herewith as Annexure-4.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company had extended corporate guarantee amounting to INR 1,679 Lakhs under Section
185 of the Companies Act, 2013 for a loan taken by the holding company M/s Kapedome
Enterprises Limited. During the year under review, the said loan has since been repaid by
the holding company and the corporate guarantee has been released.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 134(3) (c ) read with Section 134(5) of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015, your Directors state that:
(i) in the preparation of the annual accounts for the year ended 31 March 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures;
(ii) such accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at 31 March 2023 and of the profit of the
company for the year ended on that date.
(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 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.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Securities and Exchange Board of India as per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has mandated the inclusion of a "Business
Responsibility & Sustainability Report" as a part of Companys Annual Report for
top 1000 listed entities based on market capitalization (as on March 31 of every financial
year) by the stock exchanges. As on 31 March 2023, the company is amongst the top 1000
listed entities based on market capitalization and the said ‘Business Responsibility
& Sustainability Report for the year 2022-23 is attached and forms part of the Annual
Report.
THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There was neither any application made nor any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the period under review.
ACKNOWLEDGMENT
Your Directors convey sincere thanks to the various agencies of the Central and State
Governments, Banks and other concerned agencies for all the assistance and cooperation
extended to the Company for their continued support. The Directors also deeply appreciate
and acknowledge the trust and confidence the vendors, suppliers, dealers, customers,
shareholders and investors reposed in the Company. Your Directors also place on record
their appreciation for the dedicated services rendered by the workers, staff and officers
of the Company.
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