To,
The Members,
Balkrishna Paper Mills Ltd.
Your Directors have pleasure in presenting the Tenth Annual Report of the Company along
with Audited Financial Statements for the financial 31st March, 2023.
1. FINANCIAL RESULTS:
The summary of the financial Company for the financial compared to the
previous year ended March 31, 2022, is given below:
(Rsin Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Net Turnover and Other Income |
10,944.75 |
24,458.94 |
| Profit/(Loss) before Depreciation, and Tax |
(4,591.18) |
(1,188.02) |
| Less: Depreciation and Amortisation |
612.49 |
617.35 |
| Profit/(loss) before Tax |
(5,203.67) |
(450.71) |
| Less: Provision for Taxation: |
|
|
| Current Tax |
0.00 |
0.00 |
| Deferred Tax (Net) |
(15.99) |
18.06 |
| Profit/ (Loss) after Tax |
(5,187.68) |
(468.77) |
| Add/(Less):Other Comprehensive |
(7.45) |
(4.49) |
| Income (net of taxes) |
|
|
| Total Comprehensive Income/ |
(5,195.12) |
(473.26) |
| (Expenses) for the year |
|
|
During the year under review, the Gross turnover and other Income of your Company was
10,944.75 Lakhs as compared to 24,458.94 Lakhs in the previous year. The net Loss for
the year stood at 5,187.68 Lakhs against Loss of 468.77 Lakhs in the previous year.
3. DIVIDEND:
Your Directors have not recommended any dividend for the financial year under review.
4. SHARE CAPITAL:
The issued, subscribed and paid up Share Capital of the Company as on 31st
March, 2023 are as under:
• Equity Share Capital: Rs 10.74 Crore
• Preference Share Capital:challenges in the global Rs 135 Crore
There was no change in the paid up Share Capital during the year under review.
Disclosure under Reg 32(7A) of SEBI (LODR) Regulations, 2018
The Proceeds of the preferential issue of Preference Shares have been completely
utilized as per the terms of the issue of Preference Shares.
The Company has not issued shares with differential year ended voting rights nor
granted stock options nor sweat equity. As on 31st March, 2023, none of the
Directors of the Company hold convertible instruments in the Company. performance of the
year ended March 31, 2023
There is no instance where the company failed to implement any corporate action within
the specified time limit.
5. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
6. MANAGEMENT DISCUSSION AND ANALYSIS: Global Economic Overview
Global economic activity is experiencing a broad based and sharper than expected
slowdown, with inflation higher than seen in several decades. The cost of living crises,
tightening the financial conditions in the most regions, Russias invasion of Ukrain, and
the lingering COVID-19 pandemic all weigh heavily on the outlook. Global growth is
forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023.
This is the weakest growth profile since 2001 except for the global financial crises and
the acute phase of the COVID-19 pandemic.
Indian Economic Review
The Indian economy grew more than expected in 3Q 2022 increasing 6.3% (Y-o-Y) owing to
a large boost from consumption and investment. Despite the stronger than expected return,
India kept its growth forecast at 7.0% in the financial year ending March 2023.
The worldwide economic slowdown is expected to reduce demand for Indian export and
weakness is already evident in recent data i.e. mercantile export decline for the first
time in almost 2 years including in textile, petroleum and engineering goods.
Monetary policy tightening and high inflation have also contributed to slowdown in
imports, an easing in personal loan growth and falling purchasing power. Despite
significant environment, India was one of the fastest growing economies in the world.
Outlook
The IMFs World Economic Outlook expects a slowdown in global growth to 2.8% in 2023,
with only marginal improvement to 3% over the medium term.
Global efforts to contain and reduce inflation may have limited success in view of
stickiness of core inflationary pressures. The heightened uncertainty caused by the
current geopolitical situation and after-effects of the pandemic will create a challenging
trade-off for policymakers between restoring price stability and addressing growth
slowdown. Further, the global banking system has recently shown signs of fragility with
high-profile failures, while elevated levels of debt for many governments create a more
structural risk that can threaten the global financial system if not contained
prudentially and in a timely manner.
The insipid global conditions also pose a challenge for India, given strong global
linkages especially concerning fuel imports and exports of finished products. However, the
repetitively demonstrated resilience and depth of the domestic economy, deftly managed
macroeconomic factors and improved health of the financial system, in combination with the
long-term payoffs of various reforms and growth-boosting programs place India in a
advantageous position to find opportunities in and benefit from economic shifts. The
Reserve Bank projects real GDP growth for FY 2023-24 at 6.5%, taking into account softer
global commodity prices, the governments continued thrust on CAPEX, higher capacity
utilization in manufacturing, robust credit growth, containments of high inflation and
rising optimism among businesses and consumers.
Companys Overview
Your Company is engaged in manufacturing and marketing of quality Coated Duplex Boards.
During the year under review, the Company produced 16785 Tonnes of Paper Board as compared
to 48,537 Tonnes in the previous year. The net Loss for the year stood at Rs 5,187.68
Lakhs against Loss of RS 468.77 Lakhs in the previous year.
The Companys plant at Ambivali were shut down during July to September 2022 for annual
maintenance and boiler passing. The Company has successfully completed the up-gradation of
machines and also disposed of plastic waste as per direction of MPCB during the 3rd
quarter.
During the year under review, your Company has incurred from the Auditors of the
Company confirming heavy losses due to weak market conditions prevailed in the Paper Board
Industry, global uncertainty and slowness in micro and macro economy. Moreover, with the
limited production capacity, the heavy fixed and overhead expenses made the Companys cost
of production uncompetitive. Therefore, the Company has scale down its operations and
appointed consultant to advice on its existing business and suggesting alternatives.
Internal Audit and Control
Your Companys maintains all its records in ERP Systems and maximum approvals are
routed through this system. The Company has laid down adequate systems and supported by
the procedures for ensuring internal financial controls. The Company has appointed an
external audit firm as Internal Auditors for day to day checking and monitoring the
internal control measures. Internal Auditors are present at the Audit Committee Meetings
where internal Audit Reports are discussed along with management comments and the final
observation of the Internal Auditor.
Opportunities, Threats and Risk
The Company has been strengthening its risk management processes with the objective of
enhancing organizational stability and predictability. Due to slowdown of the economy
could have an adverse effect on the revenues of the Company. The existing Paperboard
players alive to the emerging international threats, have been aggressively pursuing
global geo- quality improvement programs, coupled with cost rationalization.
Human Resources
Relation between the Management and the labor were cordial throughout the year under
review. The Management persistently promote a culture of employee recognition and
motivation.
Forward Looking Statement
Statements in the Management Discussion and Analysis describing the Companys
objectives, predictions may be "forward looking statements" within the meaning
of applicable laws and regulations. The actual results could differ materially from the
forward looking statements contained in this document due to certain risks and
uncertainties.
7. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirement set out by the SEBI. The Company has
complied with the requirements of Corporate Governance as stipulated under the Listing
Regulations, 2015 and accordingly, the Report on Corporate Governance together with
Certificate compliance of conditions of Corporate Governance as stipulated under the
aforesaid regulations, forms part of the Annual Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Forgo of Remuneration
Shri Anurag Poddar, Chairman and Managing Director and Shri Ankit Poddar, Executive
Director (upto 30.03.2023) have forgone their monthly remuneration due to poor financial
position of the Company with effect from 1st April, 2019 and continue to do so till
further communication.
Directors appointment / reappointment
In pursuance of Article 86(1) of Articles of Association of the Company and Section
152(6) of and qualifications the Companies Act, 2013, Shri Anurag Poddar (DIN:00599143),
Director is liable to retire by rotation at the ensuing annual general meeting and being
eligible, offers himself for reappointment. Your Directors commend his re-appointment.
The Board of Directors on the recommendation of Nomination and Remuneration Committee
has approved the re-appointment and remuneration of Shri Anurag Poddar, Chairman and
Managing Director, and Shri Shrutisheel Jhanwar, Whole time Director & Chief Financial
Officer for a further period of 3 years with effect from 11th February, 2024,
subject to approval of shareholders. Necessary resolution have been put up in the Notice
of ensuing AGM for approval of the members. Your Directors commend their re-appointment.
Brief particulars of Directors being appointed/ re-appointed as required by the SEBI
(LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the
Annexure to the notice convening the AGM of the Company.
Shri Ankit Poddar has stepped down from ‘Whole Time Director designated as an
‘Executive Director w.e.f. 30th March, 2023, due to his pre-occupation in
personal matters. However he continued to act as ‘Non-Executive & Non-Independent
Director of the company.
Shri Ankit Poddar has resigned from the post of ‘Non-Executive &
Non-Independent Director w.e.f. 8th May, 2023 (close of business hours).
Declarations by Independent Directors
All the Independent Directors of the Company have given requisite declarations that
they meet the criteria of independence as provided in Section 149(6) read with Schedule IV
of the Companies Act, 2013 and also Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
The Company has received declaration from all Independent Directors of the Company
confirming that they meet with the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the Listing
Regulations, 2015.
All the directors have also affirmed that they have complied with the Companies code of
business conduct and ethics.
In the opinion of the Board, the Independent Directors fulfill the conditions of
independence, are independent of the management, possess the requisite integrity, to
experience, expertise, proficiency the satisfaction of the Board of Directors. The details
of remuneration paid to the members of the Board is provided in the report on Corporate
Governance.
As per the provisions of the Section 203 of the Act, following are the key managerial
personnel as on the date of report:
I. Shri Anurag Poddar, Chairman and Managing Director;
II. Shri Shrutisheel Jhanwar, Whole Time Director and Chief Financial Officer;
III. Shri Omprakash Singh, Company Secretary.
9. NOMINATION AND REMUNERATION COMMITTEE:
The composition, role, terms of reference as well as powers of the Nomination and
Remuneration Committee of the Company meets the requirements of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.
Composition
The Committee comprises of three (3) Independent Directors.
The composition of the Nomination and Remuneration Committee* and category of members,
is given in the table below:
Sr. No. |
Name of the Director |
Category |
| 1 |
Shri Dileep H. Shinde # |
Independent Director |
| 2 |
Shri Rakesh N. Garodia |
Independent Director |
| 3 |
Smt. Meghna S.Shah |
Independent Director |
* During the year under review, one Meeting was held on February 14th, 2023.
# Board reconstituted Nomination and Remuneration Committee and appointed
Shri Dileep H. Shinde as Chairman w.e.f. May 24, 2022.
Companys Policy on appointment and remuneration of Directors.
Remuneration Policy
The Company has devised the Nomination and Remuneration Policy for the selection,
appointment and remuneration of the Whole time Directors, Key Managerial Personnel and
Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided
in the Corporate Governance Report and forms part of this Annual Report.
The Companys policy on remuneration for Directors and Senior Management employees are
displayed on the website of the company at www.bpml.in.
Criteria for appointment of Independent Directors
The Independent Directors shall be of high integrity with relevant experience and
expertise in the fields of manufacturing, marketing, finance, taxation, law, governance
and general management, so as to have a diverse Board.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Nomination and Remuneration Committee has laid down the criteria for evaluation of the
performance of individual Directors, the Board as a whole and also the Secretarial
Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors at a separately convened meeting. The performance
evaluation of the Independent Directors was carried out by the entire Board (excluding the
Director being evaluated). The Company has implemented a system of evaluation on the basis
of a structured questionnaire which comprises evaluation criteria taking into
consideration various performance related aspects.
The Directors expressed their satisfaction with the evaluation process.
Remuneration of Non-Executive Directors
The Non- executive Directors shall be entitled to receive remuneration by way of
sitting fees, reimbursement of expenses for participation in Board/ Committee meetings and
commission, if any, after approval of the members.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to
Directors Responsibility Statement, your Directors to the best of their knowledge hereby
confirm: financial ratios are given in Note No.48.
a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures; b) That
the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023
and of the Profit of the Company for that year under review; c) That the Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; d) That the
Directors have prepared the accounts for the financial year on going concern basis; e) The
Directors have laid down internal financial controls, which are adequate and were
operating effectively; f) The Directors have devised proper system to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
11. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS
The Board of Directors met 5 times during the year on the following dates in accordance
with the provisions of the Companies Act, 2013 and also rules made thereunder: May 24,
2022, August 09, 2022, November 05, 2022, February 14, 2023, March 30, 2023. In addition
to the above, Independent Directors Meeting was also held on March 30, 2023.
b. COMMITTEES OF THE BOARD
The Board has the following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Risk Management Committee;
5. Finance Committee;
6. Share Transfer Committee.
The details of these Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
12. KEY RATIOS:
As per provisions of SEBI Listing Regulations, 2015, the significant
13. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copy
of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be
accessed on the Companys website at the link www.bpml.in.
14. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and
there were no unclaimed deposits or interest thereon as on 31st March, 2023.
15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to Financial Statements.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Policy are given in the Corporate Governance
Report and the policy is posted on the Companys website at www.bpml.in.
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in
the ordinary course of business and were on an arms length basis. There are no materially
significant made by the Company with Promoters, Directors, Key Managerial Personnel or
other related parties which may have a potential conflict with the interest of Company at
large.
All related party transactions for the year are placed before the Audit Committee as
well as before the Board for approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Board
is uploaded on the Companys website at www.bpml.in.
Members can refer to Note No. 37 to the Financial Statements which set out related
party disclosures.
18. RISK MANAGEMENT FRAMEWORK:
The Board of Directors of the Company has Risk Management Framework to avoid events,
situations or circumstances which may lead to negative consequences on the Companys
businesses, and define a structured approach to manage uncertainty and to make use of
these in their decision making pertaining to all business divisions and corporate
functions. Risk Management Policy is available on Companys website at www.bpml.in.
Further your Board has constituted a Risk Management Committee inter alia, to monitor
and renew the risk management framework.
19. DISCLOSUREOFORDERSPASSEDBYREGULATORS
OR COURTS OR TRIBUNAL:
During the year under review, there were no 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.
20. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There were no material changes and commitments which could affect the Companys
financial position have occurred between the end of the financial year of the Company and
date of this report.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure I which forms part of this Report.
22. INDUSTRIAL RELATIONS:
Industrial relations with staff and workmen during the year under review continued to
be cordial.
23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:
The Company has formulated and implemented a policy of prevention of s e x u a l
harassment at the workplace with mechanism of loading/redressal complaints. During the
year under review, there were no complaints reported to the Board.
24. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The information required pursuant to Section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company will be provided upon request in terms of section
196 of the Act. The Report is being sent to all the Shareholders of the Company and other
entitled thereto, excluding the information particulars of which is available for
inspection by the Members at the Registered office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. Members
interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
25. AUDITORS:
a. STATUTORY AUDITORS
In the 7th AGM held on 4th September, 2020, M/s. Jayantilal Thakkar &
CO, Chartered Accountants, (FRN.104133W),were appointed as Statutory Auditors of the
Company for a period of 3(three) years from the conclusion of the 7th AGM till
the conclusion of the 10th AGM of the ationCompany by theto be held in the year
2023.
M/s. Jayantilal Thakkar & CO, Chartered Accountants, will complete their term on
conclusion of this AGM in terms of the said approval and as per Section 139 of the Act
read with with the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors at their meeting held on 8th May, 2023
took note of the above. The Board of Directors placed on record its appreciation for the
services rendered by M/s. Jayantilal Thakkar & CO, Chartered Accountants, to the
Company.
Further, the Report of the Statutory Auditors, M/s. Jayantilal Thakkar & CO,
Chartered Accountants, forms part of the Annual Report.
The observations made by the Statutory Auditors in their report for the financial year
ended 31st
March, 2023 read with the datedexplanatory8 notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
It is proposed to appoint M/s. D S M R & Co., Chartered Accountants (FRN128085W),
as Statutory Auditors of the Company to hold office from the conclusion of this AGM till
the conclusion of the 15th AGM to be held in the year 2028. As of Non required under
section 139 of the Companies Act, 2013, the Company has obtained written confirmation from
M/s. D S M R & Co., Chartered
Accountants, that their appointment, if made, would be in conformity with the limits
specified in the said section. Resolution for their appointment is placed before the
Members of the Company at the ensuing AGM. Members are requested to approve their
appointment as Statutory Auditors and to fix their remuneration Further, the Auditor have
qualified report about the preparation of financial accounts for F.Y. 2022-
23 as going concern basis and in this connection please refer Note Nos. 45 (a) & 45
(b), which is self-explanatory.
b. COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s.
K. G. Goyal & Associates, Cost Accountants, as a cost auditor of the Company for the
Financial Year 2023-24 at a remuneration of Rs.40,000/- per annum plus applicable tax,
reimbursement of travelling and other out of pocket expenses incurred by them at actuals.
The remuneration to be paid to Cost auditors require and ation ratific accordingly
necessary resolution for for seeking approval of members is included in Notice of ensuing
AGM.
Cost Audit Report for the financial year ended 31st Government March,2022
was filed on 12th September, 2022.
c. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed GMJ & Associates, Company Secretaries in Practice to undertake Secretarial
Audit for the financial year 2023-24. There is no Secretarial audit qualification for
the year under review.
M/s GMJ & Associates, Company Secretaries has issued Certificate th May,
2023 certifying that none of the Directors on the Board of the Company during the
Financial year 2022-23 has been debarred or disqualified from being appointed or
continuing as directors of the company by SEBI, MCA or any such other Statutory authority.
Secretarial Audit Report and Secretarial
Compliance Report for the financial year ended 31st March, 2023 and
Certificate Disqualification of Directors are annexed herewith as Annexure – II.
26. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI")
SECRETARIAL STANDARDS:
The relevant Secretarial Standards issued by the ICSI related to the Board Meetings
and General Meeting have been complied with by the Company.
27. INSURANCE:
All the properties/assets including buildings, plant & machinery, furniture &
fixtures, and insurable interests of the Company are adequately insured.
28. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
i. No unclaimed dividend amount lying with the Company which needs to be transferred to
Investor Education and Protection Fund (IEPF).
ii. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
iii. Details in respect of frauds reported by auditors under sub-section (12) of
section 143 other than those which are reportable to the Central Government
iv. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year
v. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
29. ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, government authorities, customers, vendors, dealers,
agent, Directors and shareholders during the year under review. Your Directors also wish
to place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
For and on behalf of the Board of Directors
|
Anurag P. Poddar |
| Place: Mumbai |
Chairman & Managing Director |
| Date : 8th May, 2023 |
DIN:00599143 |
+91-9892691696
