ganga papers india ltd share price Directors report

b) FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS OF THE

COMPANY:

The Turnover of your Company for the year was Rs. 29,794.72 Lakhs as against Rs. 28,225.08 Lakhs in the previous year. For the year 77901.849 MT of paper was sold as against 79,090.251 MT in the previous year. During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations. c) DIVIDEND & RESERVES:

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31st March, 2023 was Rs.1078.89 lakhs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as amended thereof.

6. CREDIT RATING:

GPIL retained Credit Ratings i.e., Long-Term Rating of “CRISIL BBB-/Stable” and Short-Term Rating of “CRISIL A3” assigned as on 22nd December, 2022 from CRISIL during the year 2022-2023.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

8. DETAILS OF HOLDING, SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year, 7 Board Meetings, 5 Audit Committee Meetings, 2 Nomination and Remuneration Committee Meeting and 2 Stakeholders Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this

Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): A. Changes in Directors:

Appointment/ Re-appointment of Directors:

During the FY 2022-23, Mr. Ramesh Kumar Chaudhary (DIN: 00080136) was appointed as a Director of the Company liable to retire by rotation w.e.f. 29th September, 2022 and Mr. Sandeep Kanoria (DIN: 00084506) was re-appointed as a Managing Director w.e.f. 04th December, 2022.

Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation. The Companies Act, 2013 mandates that at least two thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered his candidature for re appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice. There is no change in Directors during the FY 2022-23.

B. Key Managerial Personnel:

Ms. Shivi Kapoor resigned from the office of Company Secretary & Compliance Officer with effect from 14th November, 2022 and Ms. Shaivi Pathak joined the said office with effect from 16th November, 2022. After closure of Financial Year 2022-23, Ms. Shaivi Pathak has been resigned from the abovementioned post w.e.f. 26th August, 2023.

12. RELATED PARTY TRANSACTIONS:

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure A” in Form No. AOC-2 and the same forms part of this report. The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available on the Companys website at www.gangapapers.com.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on Companys website at www.gangapapers.com.

15. AUDITORS AND AUDITORS REPORT: 15.1 Statutory Auditors

M/s. A K Agrawal & Co., Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024.

The Auditors Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

15.2 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 S M K & Co., a firm of Cost Accountants in Practice (Registration No.: 002055) 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 31st March, 2024. 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. M/s S M K & Co. has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

15.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain following observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013: The Managerial remuneration paid to Mr. Sandeep Kanoria, Managing Director of the Company during the year ended March 31, 2023 exceeds the limit approved by the members at the Annual General Meeting held on 29th September, 2022.

Management View :

The Excess Remuneration paid to Mr. Sandeep Kanoria, MD of the Company includes business promotion expenses incurred for the Company. The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended till date, duly signed by Mr. Makarand Patwardhan, partner in M/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexed at “Annexure C” to this Boards Report. The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

15.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2022-23. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

17. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

Pursuant to Listing Regulations, a separate chapter titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations. Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

18. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31st March, 2023 is available on the website of the company www.gangapapers.com.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-D and forms part of this Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are given in Annexure-E to this Report. The Company does not have any of its employees drawing remuneration attracting the provisions of Rule 5(2) of the said rules. However, the details of top 10 employees of the company are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

22. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2022-23 exceeded Rs.100 Crores, the company has maintained proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaint / case has been filed / pending with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. DIRECTORS RESPONSIBILITY STATEMENT: -

The Directors confirm that: - a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors 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 at the end of the financial year and of the profits of the company for that period; c) the Directors 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; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and, f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively.

26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

28. CORPORATE SOCIAL RESPONSIBILITY:

Disclosures with respect to the Corporate Social Responsibility as required under section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-F to this Report. This Policy is available on the Companys website at www.gangapapers.com.

29. ACKNOWLEDGEMENT:

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.

Place : Pune

Date : 11th August, 2023

By Order of the Board of Directors

Sd/- Ramesh Kumar Chaudhary (Chairman & Director) DIN: 00080136