Emami Paper Mills Ltd Directors Report.

Dear Shareholders

Your Directors take pleasure in presenting their Thirty Ninth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2021.


Particulars 2020-21 2019-20
Revenue from Operations 1,216.27 1,515.32
Other Income 20.31 3.82
Total Income 1,236.58 1,519.14
Profit before Finance Cost, 197.57 212.37
Depreciation & Taxation
Less: Finance Cost 95.27 117.36
Depreciation & Amortization 72.14 72.53
Profit Before Exceptional Items and Tax 30.16 22.48
Add/Less: Exceptional Items 72.46 (27.00)
Profit before Tax 102.62 (4.52)
Less: Tax expense 51.56 5.93
Profit after Tax 51.06 (10.45)
Add: Surplus brought forward 33.90 53.33
Less: Effect of adopting Ind- AS 116 - (0.23)
Balance available for appropriation 84.96 42.65
Dividend on Equity Shares - 7.26
Corporate Dividend Tax - 1.49
Balance carried forward 84.96 33.90
Earnings Per Equity Share (EPS)
- Basic (in ) 8.43 (1.73)
- Diluted (in ) 8.40 (1.73)


During the financial year 2020-21, the rapidly evolving COVID-19 pandemic, not only posed a health challenge but significantly impacted business and the economy across the world. Your Company committed itself to the nations fight against COVID-19 and confronted the uncertainties by focusing on three key priorities-safeguarding the health of and wellbeing of its people, ensuring business continuity to meet customers needs and supporting communities through its relief efforts.

Your company also worked closely with the business partners, employees and local communities to navigate through the unprecedented times, reduced manufacturing complexities and distribution and supply challenges which arose as a result of the lockdown, restricted business activities and movement of the people across the nation.

COVID-19 seriously affected the demand of cultural grade papers. Demand of Writing & Printing Paper was affected due to disruption in the consumption of printed books, note books and commercial grade printing as most of the educational institutions, Government and commercial establishments were either not operational or working with low presence of people. Demand of Newsprint is also affected due to reduction of circulation in semi urban areas, reduction in number of pages and decline in advertisement of revenue of the newspaper publishers. Taking quick actions to the situations, your company implemented necessary changes in the product mix focusing more on premium grade packaging grade papers and copier papers. Despite above multi prolonged challenges, the company had achieved relatively good performance during the financial year 2020-21 by achieving Revenue of Rs 1,236.58 crores as against Rs 1,519.14 crores for 2019-20. During the year under review, Profit after Tax (PAT) stood at Rs 51.06 crores against loss of Rs 10.45 crores in the immediately preceding financial year. The Company is continuously focusing on improving operating efficiencies and reducing manufacturing cost with increased production for better financial performance. Your Company has maintained its leadership position in the high-end packaging board segment and continues to consolidate its preferred supplier status amongst leading end-use customers & brands. Further, your Company remains confident of fortifying its market standing in the paper & paperboard segment leveraging its superior strategies, execution excellence, investments in technology and a future ready product portfolio.


Continuing with the system of benchmarking the manufacturing processes against industry best practices, upgradation of real time quality assurance systems and induction of state-of-the-art technology for its products in writing & printing and packaging board variants were carried during the year and achieved higher levels of productivity and product excellence. These initiatives coupled with in house design and development expertise and innovation capabilities, have further improved the speed-to-market for new launches and augmented the innovation pipeline of the writing & printing business.

The Company implemented several initiatives encompassing cost management, supply chain optimization, smart procurement, long term coal linkages and productivity improvement through automation which helped in absorbing escalation in input costs, product development etc. The state-of-the-art manufacturing facilities along with market leadership in value added paperboards, writing & printing paper and newsprint, world class product quality, established supply chain system strategically positions your company to further enhance its leadership status in the Indian Paperboard and Paper Industry in coming years.


Your Company is closely monitoring to combat the second wave of the global outbreak of coronavirus (COVID-19) and the Company has implemented a number of measures under a well-defined protocol to protect employees, communities and operations so that the supply and movement of materials as well as the services are not impacted. Safety, hygiene and precautionary measures would remain the utmost priority for the near future. Uncertainty and unpredictability in the different strains of virus are causing anxiety and the only way to control the spread of the virus is to maintain highest level of personal and workplace precautions. Often the virus is asymptomatic, causing further transmission without people being aware of it.

The safety measures taken during first wave of COVID-19 has become the normal practice at all workplace of the Company to ensure business continuity during this challenging and unpredictable period.

Growing fears and uncertainty surrounding the pandemic, are expected to cause a temporary slowdown in economic activity. In Paper and Paper Board business, the coronavirus pandemic will be a factor, atleast for the first half of 2021-22. With the rapidly changing conditions, the impact on volumes, growth and financials cannot be reasonably estimated at this time, as the duration and scope of disruptions to industry remain largely unclear.


In view of continued challenging phase of COVID-19 pandemic and in order to conserve the resources for future augmentation, your Directors do not recommend any dividend on the equity shares of the Company for the year under review. Further, as per the terms of issue of Preference Shares approved by the Shareholders, the Board recommend dividend @ 8% per annum i.e. Rs 8/- per Preference Shares of face value of Rs 100/- each for the financial year 2019-20 and 2020-21 respectively.

Dividend Distribution Policy

In order to provide a broad Dividend Distribution Framework to all the Stakeholders of the Company, the Board of Directors of the Company have approved the Dividend Distribution Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which form part of this Report and is annexed as Annexure - I.

This Policy is also available on the Companys website at www.emamipaper.in

Unclaimed Dividend

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, Unclaimed Dividend amount of Rs 99,385/- of the Company for the Financial year 31st March, 2013 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 17th September, 2020.

Transfer of Unclaimed Shares To Investor Education & Protection Fund (IEPF)

As per provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 the Company has issued individual Notice through Registered Post to all the shareholders whose dividends were lying Unclaimed for consecutive seven years and public notice in this respect has been given in English and vernacular newspapers and details of such shareholders were uploaded on Companys website. During the year under review, the Company has transferred 43,050 Equity Shares on which Dividend were unclaimed for seven consecutive years, to the demat account of IEPF maintained with NSDL the within the prescribed time. Till date company has transferred 1,16,242 Equity Shares to the IEPF demat account and Rs 5,71,543/- towards dividend to IEPF. In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend is due for remittance to the Investor Education and Protection Fund established by the Central Government in accordance with the schedule given below: -

Financial year Dividend ID No. Last date of Payment of dividend Total Amount of Dividend ( in ) Unclaimed Dividend as on 31.03.2021 ( in ) Last date for transfer to IEPF on
2013-14 32nd 09/09/2014 3,63,00,000 97,523.40 14/09/2021
2014-15 33rd 09/09/2015 3,63,00,000 94,495.80 14/09/2022
2015-16 34th 08/09/2016 3,63,00,000 99,232.80 13/09/2023
2016-17 35th 31/08/2017 7,25,98,860 2,02,544.40 05/09/2024
2017-18 36th 04/09/2018 7,25,98,860 1,42,267.20 09/09/2025
2018-19 37th 22/08/2019 7,25,98,860 1,34,283.60 27/08/2026
Total : 32,66,96,580 7,70,347.20


There is no unclaimed dividend on Preference Shares issued by the Company. Details of unclaimed dividend on Equity Shares is available on the Companys website.


There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.


During the year under review, pursuant to the provisions of Section 48 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, variation in the terms of 61,25,000 Nos.of Preference Shares of Rs 100/- each from Non-convertible Cumulative Redeemable Preference Shares (NCRPS) to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCRPS), convertible at the option of the Company, was approved by the equity shareholders through Postal Ballot on 26th March, 2021. The consent/approval of the Preference Shareholders was also accorded thereto. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity.


Your Directors do not propose to transfer any amount to the General Reserve for the year under review.


Your Company has not invited or accepted any deposits under Section 73 of the Companies Act, 2013 and the rules made thereunder.


Your Company does not have any Subsidiary or Joint Venture or Associate Companies.


Your Companys approach towards environmental protection is guided by the Companys Environmental Policy, commitment towards a sustainable planet, a clean environment and a healthy workplace for its employees. The Company focuses on environmental management not only to comply with the applicable regulatory regime but also strives to contribute positively to the communities around its operations through varied community initiatives, encouraging biodiversity and natural resource conservation. To meet its environmental objectives, the Company adopts the following:

Compliance to all relevant legislative requirements.

Minimize Pollution Load of Liquid Discharge as well as Air Emission.

Stimulate rational use of resources through behavioral and technological improvements.

Minimizing waste and maximizing recycling/ reuse.

Creating Awareness amongst the society and employees on Environment, Health and Safety.

Promoting comprehensive programs for continual improvement of Environmental performance.

Reducing specific energy consumption and thereby reducing the associated greenhouse gas emission.

Your Company has adopted one of the best Integrated Management Systems (IMS) certified by DNV-GL (a member of Det Norske Veritas group, Netherlands) through their rigorous surveillance and certification audits, encompassing the following: ISO 9001:2015 - Quality Management System ISO 14001:2015 - Environment Management System ISO 45001:2018 - Occupational Health & Safety Management System.

Your Company has also been practicing TPM with an objective to achieve zero defect, zero breakdowns, zero pollution and zero loss.

At Emami Paper, significant progress has been made in energy conservation with the installation of energy efficient equipment. Various measures and equipment installed as part of the Energy Conservation measures have been elaborated elsewhere in this report under the relevant head. On the Environment front, some of the vital environment control equipment and monitoring devices installed and maintained by the company are;

Online Ambient air quality monitoring system (3 Nos.)

Online stack emission monitoring system (3 Nos.) with remote calibration facility

Online effluent monitoring system for final discharge water at ETP

Online groundwater level monitoring system (2 Nos.)

State-of-the-art effluent treatment plant (ETP) -

Augmented further to meet the more stringent standards proposed by CPCB.

Air pollution control through ESP, pneumatically operated

Ash conveying system wherein Ash is conveyed through pipelines, Dust Suppression System, Ash conditioner installed on Ash Silos for conditioning Ash before unloading onto the trucks, Water Sprinkling System on Coal conveyors etc.

Decanter for secondary sludge dewatering

Rainwater harvesting through 20 Nos of recharge wells

New Dust Suppression Nozzles installed at Coal conveyors for effective control of coal dust.

New Settling pits constructed at Coal yard area to eliminate the contamination in rain runoff water.

New Wheel washing system installed to prevent the carryover of dust from within the plant to outside.

Your Company is also pleased to report that:

100% of fly ash generated is used for fly ash bricks manufacturing.

Massive green belt development has been undertaken in and around the Company premises

A large percentage of water from our Effluent Treatment plant is utilized for agricultural and plantation purposes and discharge to the Sapna Nala is minimized.

The entire quantity of Primary sludge from the Effluent

Treatment Plant is fired in Power Boilers as co-fuel which contributes towards generating Steam and Power.

A new Domestic Solid Waste Management system has been commissioned wherein the Organic Domestic Waste is treated through Vermicomposting and converted into Organic manure.

The assets and systems mentioned above have enabled the Company to safeguard the environment and also to meet all statutory norms. As part of measures for long term sustainable growth, your Company continuously provides resources to offer better protection to the environment and conserve natural resources.



The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this report and is annexed as Annexure - II.


The company has formulated the policy for development and implementation of Corporate Social Responsibility (CSR) as also required under Section 135 of the Companies Act, 2013 which is available on Companys website at www.emamipaper.in.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure - III outlining the main initiatives taken during the year under review.

CSR in Emami is not just about this mandate but also about working towards improving the lives of the communities we touch. Emami has initiated & implemented a number of CSR programs for improving the life of largely under privileged people, for Community living, Education, Health, Skill Development, Rural Development, Environmental Sustainability, Animal Welfare, Women Empowerment, Promotion of Sports, Art & Culture etc. in and around of Mill. Our culture enables us to pursue our mission with a growth mind set. Its a continuous practice of learning and renewal.



As per Section 139 and other applicable provisions of the Companies Act, 2013 the Company has appointed M/s. Agrawal Subodh & Co. Chartered Accountants (Registration No. 319260E) as the Statutory Auditors of the Company, for a period of five years till the conclusion of 40th Annual General Meeting (AGM) of the Company to be held in 2022. The remuneration and other terms and conditions are fixed by the Board of Directors.

In this regard, the company has received a Certificate from the Auditors to the effect that continuation as Statutory Auditors, would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The observations made in the Auditors Report read together with Key Audit matters and relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Companies Act, 2013. The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.


Your Company has maintained accounts and cost records to the extent provisions under Section 148 of the Companies, 2013, were applicable. Your Directors have re-appointed M/s V.K Jain & Co., as Cost Auditors of your Company for FY 2021-2022 and are seeking your approval for payment of remuneration. In this regard, your Directors recommend passing of Ordinary Resolution proposed and included in Notice of forthcoming AGM.


Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s MKB & Associates, Company Secretary in practice for the financial year 2020-2021 to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as Annexure - IV.

The observation made in the Secretarial Auditors Report is self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Companies Act, 2013. In this r egard, your Directors also draw an attention of the shareholders to Point no. 13 on Report on Corporate Governance annexed hereto.


The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial

Standards and that such systems are adequate and operating effectively. Your Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to "Meetings of the Board of Directors" and "General Meetings" respectively. The above statement is intended to align the disclosure requirement with the provisions of Section 134(5)(f ) of the Act, which requires the directors to state in the Directors Responsibility statement that 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.


During the year under review, the company has not given Inter Corporate loan to the parties covered under the provisions of Section 186 of the Companies Act, 2013. The loan and advances given to employees are covered under the remuneration policy of the company. Hence Section 186 of the Companies Act, 2013 is not applicable. The company has not provided any guarantee.

The details of the investments made by the company are given in the notes to the financial statements.


All related party transactions that were entered into during the financial year were on arms length basis wereand in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, Key managerial personnel or other designated persons which may have potential conflict with the interest of the company at large. Necessary disclosure regarding transactions with related parties has been made in the Notes to the Audited Accounts. A policy for transactions with Related Parties has been given on the website of the company under the head Investors-Compliances at web link http://www.emamipaper.in/ compliances.php VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Details of establishment of Vigil Mechanism and Whistle Blower policy is mentioned in Corporate Governance Report attached to this Report and also available at the website of the Company at www.emamipaper.in


The Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in the governance. The Code of conduct for Senior Management and Employees of the Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time.

Your Company maintains all its records in ERP(SAP) system and the work flow and approvals are routed through ERP(SAP).

Your Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. In every Quarter, while approval of Financial Statements, the Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations. The Board of Directors of the Company have adopted various policies such as Related Party Transactions Policy, Whistle Blower Policy, Corporate Social Responsibility Policy, Risk Management Policy, Dissemination of material events Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and conduct for regulating, monitoring and reporting of trading by Insiders, Code of Practices and Procedures for Fair Disclosures, Policy on Prevention of Fraud and Internal Financial Control Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.


Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has Risk Management Policy for identification and implementation of Risk Mitigation Plan which is reviewed by the Management, Audit Committee and the Board periodically. In the opinion of the Board, there is no such risk which may threaten the existence of the Company.


A) Directors retirement by rotation

Mr. P. S. Patwari (DIN: 00363356) would retire by rotation and being eligible, offers himself for re-appointment.

Mr. Aditya V. Agarwal (DIN: 00149717) would retire by rotation and being eligible, offers himself for re-appointment.

B) Declaration by an Independent Director(s) and reappointment, if any

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time).

C) Key Managerial Personnel

During the year following changes were made in the Key Managerial Personnel of your Company.

1. Mr. P. S. Patwari was appointed as Executive Director for a period of 3 years with effect from 01st April, 2020. He resigned from the post of Chief Executive Officer (CEO) with effect from 1st April, 2021.

2. Mr. Manish Goenka was appointed as a Whole-time Director for a period from 1st August 2020 to 14th July 2023.

3. Mr. Vivek Chawla was appointed Whole-time Director with effect from 2nd December, 2020 for a period of 3 years. He was also appointed as Chief Executive Officer (CEO) with effect from 1st April, 2021 and subsequently re-designated as Whole-time Director & CEO.

4. Mr. G. Saraf is Company Secretary and Compliance Officer till 1st June, 2021. Mr. Debendra Banthiya, Deputy Company Secretary, is appointed as Company Secretary

& Compliance Officer with effect from 2nd June, 2021.

During the year, 7 (seven) Meetings of the Board of Directors were held. The details of Board Meetings held and attended by each Director and composition of various Committees of Board of Directors are detailed in the Report of Corporate Governance which forms part of this report and is annexed hereto.


Pursuant to Section 178 of the Companies Act, 2013, the Board of the Directors of the Company has approved the Nomination and Remuneration Policy based on the recommendation of the Nomination & Remuneration Committee and said policy is hosted on the Companys website: www.emamipaper.in. The Policy includes the criteria for determining Qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. For the sake of brevity, the Policy has not been reproduced here.


Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Board has carried out the annual performance evaluation of its own performance, its committees and individual directors on 1st June, 2021, on the basis of agreed norms for evaluation.

Further, the Independent Directors have evaluated the performance of Non-Independent Directors at a separate meeting held on 08th February, 2021.

The manner in which the evaluation carried out has been explained in the Report on Corporate Governance.


As required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure of the ratio of the remuneration and other requisite details is annexed tothis Report as Annexure - V. Thedisclosure under Section 197 (14) regarding receipt of commission by Directors of the Company from holding/subsidiary Company is not applicable.

Further, Particulars of Employees pursuant to Rule 5 (2) and (3) of the above Rules also form part of this Report. However, in terms of the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all members of the company and other entities thereto, excluding the said particular of employees. Any member interested in obtaining such particulars may write to the C ompany Secretary. The said information is also available for the inspection at the Registered Office of the Company during working hours for a period of twenty-one days before the date of the meeting.


Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2021 is hosted on the Companys website i.e. www.emamipaper.in


The Report on Corporate Governance forms a part of this report and annexed as Annexure - VI.


The Management Discussion and Analysis forms an integral part of this Report and provides details of the over all industry structure, developments, performance and state of the affairs of the Company along with internal controls and their adequacy, Risk Management Systems and other material developments during the Financial Year.


Pursuant to Regulation 34(2)(f ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Business Responsibility Report of the Company for the year ended 31st March, 2021 forms part of this report and annexed as

Annexure - VII.


In terms of Section 134(5) of the Companies Act, 2013 the Directors confirms that: -

1. In the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had 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 at the end of the financial year and of the profit of the company for that period;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down internal financial controls to be followed by the company and such controls are adequate and operating effectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


During the year under review.

1. Your Company had cordial relation with the workers and employees at all levels.

2. No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.


The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.