shree krishna paper mills industries ltd Directors report

To the Members,

Your Directors are pleased to present 51^st 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 Companys 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 Companys website and web link for the same is: http://www.skpmil.com/ Annual Report.

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 up to 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 51^st 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 Companys website at h t t p s : / / w w w . s k p m i l . c o m / S K P D o c u m e n t s / 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 Companys 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 53^rd 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 50^th 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 arms 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 arms 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 Companys 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 Boards 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

ANNEXURE –‘A

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company

Refer Section on Corporate Social Responsibility in Boards Report

2. Composition of CSR Committee is as under:

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of		Number of meetings
		CSR Committee during the year 2022-23	held financial	of CSR Committee attended during the financial year 2022-23
1. Mr. Prakash Narayan Singh	Chairman Independent Director	0		0
2. Mr. Dev Kishan Chanda	Member Non-Executive Director (Non-Independent)	0		0
3. Mr. Naynesh Pasari*	Member Executive Director (Whole-time Director)	0		0
4. Mrs. Rakhi Verma**	Member Non-Executive Director (Non-Independent)	0		0

* Appointed w.e.f August 10, 2023.

** Resigned w.e.f August 10, 2023.

3. Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company.

The Composition of CSR committee can be accessed at https://www.skpmil.com/SKPDocuments/ InvestorsDoc/20230810101409-Composition%20of%20Committees.pdf The CSR Policy can be accessed at https://www.skpmil.com/SKPDocuments/InvestorsDoc/20210816083240-Corporate%20Social%20Responsibility%20Policy.pdf As the average profit for the last three financial years of the Company was negative, therefore the Board of Directors of the Company was not required to approve any CSR projects.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sl. No. Financial Year	Amount available for set-off from preceding financial years (in )	Amount required to be set-off for the financial year, if any (in )
	Not Applicable

6. Average net profit of the company as per section 135(5). Nil (Being loss)

7. (a) Two percent of average net profit of the company as per section 135(5) : N.A.

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): Nil

8. (a) CSR amount spent or unspent for the financial year 2022-23:

		Amount Unspent (in )
Total Amount Spent for the Financial Year. (in )	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
		Not Applicable

(b) Details of CSR amount spent against ongoing projects for the financial year 2022-23:

(1) (2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Sl. No. Name of the Project.

Item from the list of activities in Schedule VII to the Act.

Local area (Yes/ No).

Location of the project.

Project duration.

Amount allocated for the project (in

Amount spent in the current financial

Amount transferred to Unspent CSR Account for

Mode of Implementation - Direct (Yes/No).

Mode of Implementation - Through Implementing Agency

State.

District.

).

Year (in ).

the project as per Section

Name

CSR Registration number.

135(6) (in ).

Not Applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year 2022-23:

(1) (2)	(3)	(4)		(5)	(6)	(7)		(8)
Sl. No. Name of the Project	Item from the list of activities in schedule VII to the	Local area (Yes/	Location of the project.		Amount spent for the project (in ).	Mode of implementation - Direct (Yes/No).	Mode of implementation - Through implementing agency.
	Act.	No).	State.	District.			Name.	CSR registration number.
				Not Applicable

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Not Applicable

(f) Total amount spent for the Financial Year 2022-23 (8b+8c+8d+8e): Not Applicable

(g) Excess amount for set off : NIL

Sl. No. Particular	Amount (in )
(i) Two percent of average net profit of the company as per section 135(5)
(ii) Total amount spent for the Financial Year	Not Applicable
(iii) Excess amount spent for the financial year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account under	Amount spent in the reporting Financial Year	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial
	section 135 (6) (in )	(in ).	Name of the Fund	Amount (in ).	Date of transfer.	years. (in )
		Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID.	Name of the Project.	Financial Year in which the project was commenced.	Project duration.	Total amount allocated for the project (in ).	Amount spent on the project in the reporting Financial Year (in ).	Cumulative amount spent at the end of reporting Financial Year. (in )	Status of the project - Completed / Ongoing.
			Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details).

a) Date of creation or acquisition of the capital asset(s): Not Applicable

b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable

c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc: Not Applicable

d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) : Not Applicable

	Narendra Kumar Pasari	Prakash Narayan Singh
	Managing Director	Chairman CSR Committee
	DIN: 00101426	DIN: 00076392
Place : New Delhi
Date : August 10, 2023

ANNEXURE ‘B

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. Replacement of Boiler Tubes for improving Boiler efficiency and fuel saving.

2. Replacement of old water and air pipelines for controlling leakages and wastage.

3. Replacement of old lights with new energy efficient LED lights for saving electricity.

4. Replacement of low efficiency pump with high energy efficient pump.

5. Atomize Steam Condensate System for power and fuel saving.

6. Installation of soft starter on motors for energy saving.

(ii) The steps taken by the company for utilizing alternate sources of energy; None (iii) The capital investment on energy conservation equipment;

62.83 lakhs

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

1. Replaced induction motor with highly efficient EC motor.

2. Installation of various equipments to increase the pulping capacity in DIP section.

3. Replacement of paper machine old model VFD by new technology VFD for getting better performance and control break-downs.

4. Modification in HD Pulper and other related equipments for improving the quality of fibre.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; The Company continues to focus on the rapid technological changes which has resulted into improvement in the productivity and cost reduction . (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 : 196.48 lakhs Outgo : 5,673.04 lakhs

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

ANNEXURE ‘C SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2023

[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 LIMITED

4830/24, Prahlad Street, Ansari Road, Darya Ganj, New Delhi-110002

We have conducted the Secretarial Audit for the compliance of applicable statutory provisions and the adherence to good corporate practices by SHREE KRISHNA PAPER MILLS & INDUSTRIES LIMITED (hereinafter called the company) for the Financial Year ended 31^st March 2023. The 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 Companys 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 31^st March, 2023, 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 the Company for the financial year ended on 31^st March, 2023 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 thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) 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; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the Audit Period) d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period) e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable to the Company during the Audit Period) f) 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; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations; (Not applicable to the Company during the Audit Period)

(vi) The other laws as may be applicable specifically in the case of the Company on the basis of documents/information produced before us: a) Sexul Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 b) Air (Prevention and Control of Pollution) Act, 1981 and the rules and standards made thereunder. c) Water (Prevention and Control of Pollution) Act, 1974 and Water (Prevention and Control of Pollution) Rules, 1975. d) Environment Protection Act, 1986 and the rules, notifications issued thereunder. e) Weekly Holidays Act, 1942. f) Factories Act, 1948. g) Payment of Wages Act, 1936 and other Labour Laws as applicable to the company. We have also examined compliance with the applicable clauses of the following: i. The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable 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 Companys delisting application with Calcutta Stock Exchange is pending since long.

During the Audit period under review, the Company has complied with provisions of the Act, Rules, Regulations, Guidelines, standard etc mentioned above.

We further report that

1. The Board of Directors of the Company is duly constituted with the 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.

2. Adequate notice is given to all directors for the Board Meetings. Agenda and detailed notes on the agenda were sent 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.

3. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimously recorded.

Based upon the compliance mechanism established by the company and on the basis of compliance certificate issued by Company Secretary of the company 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 Companys affairs in pursuance of the above-referred Laws, Rules, Regulations, Guidelines, Standards, etc.

Place: Ghaziabad, NCR for BLAK & CO.

Date: 30.05.2023 Company Secretaries

(Archana Bansal) Mg. Partner M. No. – A17865

COP No.- 11714 UDIN: A017865E000421391

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 Secretarial Auditor Report for the Financial Year ended 31^st March, 2023 of even date is to be read along with this letter.

Managements Responsibility

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.

Auditors Responsibility

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 a 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. Wherever 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.

Place: Ghaziabad, NCR Company Secretaries Date: 30.05.2023

(Archana Bansal) Mg. Partner M. No. – A17865 COP No.- 11714 UDIN: A017865E000421391

ANNEXURE ‘D (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 2022-23;

S. No.	Name of Director and Designation	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Narendra Kumar Pasari, Managing Director	13.23: 1.00

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022-23;

S. No.	Name of Director/ KMP	Designation	Percentage increase in Remuneration of Directors/KMP
1	Mr. Narendra Kumar Pasari	Managing Director	9.29
2	Mr. Sanjiv Kumar Agarwal	Chief Financial Officer	23.96
3	Ms Ritika Priyam	Company Secretary	52.21

(iii) The percentage increase in the median remuneration of employees in the financial year 2022-23; 11.29

(iv) The number of permanent employees on the rolls of company; 238 as on March 31, 2023 (v) Average percentile increases 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. 2022-23 was 17.49 % whereas the managerial remuneration was increased by 9.29 % for the same financial year. There is no major change in the remuneration of managerial personnel.

(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 ‘D (II)

Statement 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 for the year ended March 31, 2023 (i) Top ten employees in terms of remuneration:

S. No. Name	Age (years)	Designation	Remuneration ( in Lakhs)	Qualification and Experience	Date of commencement of employment	Last employment held
1 Narendra Kumar Pasari	67	Managing Director	32.99	B. Com, 49 Years	11-03-1974	-
2 Ashok Kumar Sharma	73	Sr. Vice President (L &CA)	18.99	B.Sc., LL.B., 51 Years	05-04-2000	Jindal Photofilms Ltd.
3 Sanjiv Kumar Agarwal	54	Chief Financial Officer	16.42	B. Com, FCA, 31 Years	03-05-1993	Mehra Goel & Co.
4 Man Singh	65	DGM (Sales & Marketing)	9.50	Matriculation, 45 Years	01-08-1981	Bishwanath Industries Limited
5 Surinder Kumar Kaushal*	38	DGM (Process)	8.76	Diploma in Chemical Engineering (Spl. In Pulp & Paper) 15 Year	03-04-2022	ITC Limited - Paperboards & Specialty Papers Division,
6 Harish Chander	59	DGM (Commercial)	8.21	B. Com, 39 Years	01-09-1984	-
7 Dharambir Singh	54	DGM (Mechanical)	7.56	Diploma in Mech. Engg. 34 Years	13-01-2010	Rama News Print Limited
8 Bhupendra Kumar Sharma	60	DGM (HR & Administration)	7.20	MA, LLB 40 Years	02-05-2007	Marshal India Ltd
9 Raj Singh Soam	54	Manager (Electrical)	7.18	B. Tech 30 Years	01-11-2016	Harvest Gold Industries Pvt Ltd
10 Khirod Kumar Jena	60	Sr. Manager (Cutter & Reminder)	6.65	Intermediate, 43 Years	05-03-2010	Manish Paper & Board Mills Ltd

*Employed for part of the year.

(ii) Employed throughout the financial year and in receipt of remuneration aggregating not less than 102 lakhs per annum: None

(iii) Employed for part of the year and in receipt of remuneration aggregating not less than 8.50 lakhs or more per month: None

(iv) Employed throughout the financial year or part thereof, and was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: None

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