Dear Shareholders,
The Board of Directors are pleased to present the annual report along with the audited
accounts of your Company for the year ended 31st March 2023.
FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2023
is summarized below:
(Rs in crores)
Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
942.96 |
585.65 |
| Other Income |
29.14 |
9.17 |
| Total Income |
972.10 |
594.82 |
Earnings before Interest, Depreciation, Amortization & Taxation |
191.10 |
(7.74) |
| Interest/Finance costs |
10.39 |
4.98 |
Profit before Depreciation and Taxation |
180.71 |
(12.72) |
| Depreciation |
33.05 |
31.20 |
Profit before Taxation |
147.66 |
(43.92) |
| Taxation |
48.41 |
(15.04) |
Profit for the year |
99.25 |
(28.88) |
| Other Comprehensive Income |
(131.32) |
119.04 |
Total Comprehensive Income |
(32.07) |
90.16 |
STATEMENT OF RETAINED EARNINGS |
|
|
| At the beginning of the year |
834.90 |
863.54 |
| Add: Profit for the year |
99.25 |
(28.88) |
| Add: Transfer from FVOCI – sale of equity investments (net of taxes) |
- |
3.46 |
| Less: Other Comprehensive Loss (net of taxes) |
0.23 |
(2.08) |
| Dividend on Equity shares |
5.30 |
5.30 |
| At the end of the year |
929.08 |
834.90 |
EPS (Rs) |
4.68 |
(1.36) |
GLOBAL ECONOMIC CLIMATE
Following more than two years of pandemic, spillovers from the Russias invasion on
Ukraine sharply hastened the deceleration of global economic activity in CY22 –
growing at 3.2% vs. ~6% in CY21. The global geopolitical landscape has undergone
tremendous changes, leading to the emergence of a new world order not seen since WWII
– high commodity prices, supply side disruptions, increased food insecurity and
poverty, stagflationary headwinds and heightened policy uncertainty in CY22.
However, India had a strong FY23, with its economy growing at ~7.2% driven by lesser
dependence on global demand, increase in private consumption and private investment, on
the back of government policies to improve transport infrastructure, logistics, and the
business ecosystem. Govt. policy on near-universal vaccination coverage also enabled
people to spend on contact-based services and helped the economic rebound post Covid-19
uncertainties.
The baseline forecast for global growth may fall from 3.2% in 2022 to 2.8% in 2023,
before settling at 3.0% in 2024. Advanced economies are expected to see an especially
pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. Global headline inflation
in the baseline may fall from 8.7% in 2022 to 7.0% in 2023 on the back of lower commodity
prices but underlying inflation is likely to decline more slowly. Indias economy is
expected to face a moderate slowdown to ~5.9% in FY24.
Sources: IMF, World Bank, ADB, CRISIL Research and NSO
COMPANYS PERFORMANCE
The year under review saw ~1.6x revenue growth effected by strengthening the core,
developing robust supply chain to scale the business, identifying opportunities for
unlocking its full potential, engaging with customers and the value chain to discover new
opportunities for Value Added Products. Additionally, the company has started the
foundational work to emerge as a Sustainability leader by having a 360-degree approach,
starting from developing an innovative & exhaustive outreach program to embarking on
its sustainable energy transition to laying the foundation for Orient to become a digital
company over next 36 months to leverage the power of AI&ML.
As our Company has an ambitious plan for its transformation to become the industry
leader in specialty paper, we have launched a program called NIPUN, which as the name
suggests will help us build excellence in all aspects of business
(People-Process-Technology).
Realizing the importance of attracting and retaining top talent, our company has
embarked on the journey towards becoming a Great Place to Work by doing a base line
assessment and now in the process of developing a comprehensive HR intervention across the
business.
Our Company has achieved a significant milestone by commissioning our New Recovery
boiler in FY23, commercialized several new Value-Added Products, established robust
supply chain partnerships, transitioned ~40% of power needs to grid, achieved highest ever
direct plantations in local catchment area (6395 acres) and integrated ESG as a core
element to fuel the next phase of our business strategy.
Our company has also committed capex of Rs475 cr. in Mar23 towards enhancing
efficiency, improving reliability of operations, and de-bottlenecking capacity.
SHARE CAPITAL
There was no change in the share capital of the Company during the financial year
2022-23.
DIVIDEND
The Directors recommend payment of a dividend of Re.1/- (100%) per equity share of
Re.1/- each for the Financial Year ended 31st March, 2023, subject to the
approval of the shareholders at the ensuing Annual General Meeting ("AGM"). This
dividend payout ratio works out to 21% of the net profit for the financial year ended 31st
March, 2023.
In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020,
as amended, dividend paid or distributed by the companies shall be taxable in the hands of
the shareholders. The Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source, at the rates prescribed therein.
The dividend recommended by the Board is in accordance with the Dividend Distribution
Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the
Listing Regulations is available on the Companys website: http://www.
orientpaperindia.com/resources/fck_upload/codeandpolicies/
Dividend-Distribution-Policy.pdf
SUSTAINABLE DEVELOPMENT AND ENVIRONMENT
In the 87 years since its formation, Orient Paper has consistently strived to become
the most responsible paper manufacturing company. The core values of Integrity,
Excellence, Respect, Responsibility and Accountability have been deeply ingrained in the
way we conduct business. Some of these values directly contribute to environmental and
social development. For example, the Company has devoted itself to environmental
responsibility in the past, receiving widespread recognition from independent agencies. It
also prioritized respect by empowering its employees and valuing everyones contribution.
Ensuring employee welfare and safety is a top priority and it has actively engaged with
and uplifted the local community through its various initiatives.
As part of its efforts, the Company has initiated an outreach program aimed at
transforming the lives of over 450,000 individuals in 1,089 villages located in the
hinterlands of Madhya Pradesh. This transformation encompasses social, economic, spiritual
and environmental aspects for the entire ecosystem. Combined with its existing
sustainability plans, Orient Paper shall contribute to 16 out of the 17 United Nations
Sustainable Development Goals (SDGs) with significant focus on reducing the eco-system
carbon footprint, soil and water conservation.
In FY23, the Company conducted its ESG (Environmental, Social and Governance)
profiling. This served as the foundation for developing a comprehensive framework for its
ESG strategy and is already working towards its implementation.
CASH FLOW ANALYSIS
In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013,
the cash flow statement for the year ended 31st March, 2023 is included in the
annual accounts.
CORPORATE GOVERNANCE
The Company believes that good Corporate Governance is essential for achieving
long-term corporate goals and enhancing stakeholders value. The Companys business
objective and that of its management and employees is to manufacture and market the
Companys products in such a way so as to create value that can be sustained on a
long-term basis for all its stakeholders including shareholders, employees, customers,
government and the lenders. In addition to compliance with the regulatory requirements,
the Company endeavours to ensure the highest standards of ethical conduct throughout the
organization.
The Company is in full compliance with the Corporate Governance requirements in terms
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on
Corporate Governance and a certificate from the auditors confirming compliance with the
Corporate Governance requirements are attached and forms part of this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review is presented in a separate section, forming an
integral part of this annual report.
DEPOSITS
The Company has not accepted any deposit from public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS
The company has not given any loans, provided any guarantees / securities or made
investments that are covered under the provisions of Section 186 of the Companies Act,
2013 (the "Act"), during the financial year ended 31st March, 2023.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the requirements of Section 135 of the Companies Act, 2013, a Corporate
Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as
required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, are given in the Annual Report on CSR
Activities annexed as Annexure I. The Companys Policy on Corporate Social
Responsibility is available on the website of the Company at
http://www.orientpaperindia.com/resources/fck_upload/ codeandpolicies/CSR-Policy.pdf
ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed
thereunder a copy of the Annual Return has been placed on the Companys website
http://www. orientpaperindia.com/investors/annual-general-meeting
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
(i) R etirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr.
Chandra Kant Birla (DIN: 00118473), Director of the Company, retires by rotation and being
eligible offers himself for re-appointment.
(ii) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
& Disclosure Requirements) Regulation, 2015, the Board has carried out an annual
performance evaluation of its own performance, of the directors individually as well as
the evaluation of its various Committees. The process of evaluation has been explained in
the Corporate Governance Report.
(iii) Board Meetings
The details of meetings of the Board and its various committees are given in the
Corporate Governance Report.
None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
All the Independent Directors have given their declaration confirming that they meet
the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Auditors & Audit Reports
(i) St atutory Auditors
The Shareholders of the Company at the Annual General Meeting held on 10th
August, 2022, appointed M/s. B S R & Co. LLP Chartered Accountants (Firm Registration
no. 101248W/W-100022) as the Auditors of the Company for a period of 5 years.
The Auditors Report for the financial year 2022-23 does not contain any qualification,
reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, notifications/circulars issued
by the Ministry of Corporate Affairs, from time to time, no fraud has been reported by the
Auditors of the Company where they have reason to believe that an offence involving fraud
is being or has been committed against the Company by officers or employees of the
Company.
Note No. 48 (c) appearing in the Notes to Financial Statements referred to in the
Auditors Report is self-explanatory.
(ii) Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made
there under, Mr. Somnath Mukherjee, Cost Accountant (Membership no. 5343) was appointed
for the financial year ending 31st March, 2023 to conduct cost audit for the
products covered under the said rule. The Board of Directors of the Company, on the
recommendation of the Audit Committee has further appointed Mr. Somnath Mukherjee, Cost
Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial
year 2023-24. The Auditor has confirmed his eligibility under Section 141 of the Companies
Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company.
(iii) Secretarial Auditor
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 appointed
Mr. A. K. Labh, Company
Secretary in Practice (CP Regn. No. 3238) to undertake the Secretarial Audit of the
Company for the financial year 2022-23. The Report of the Secretarial Auditor is annexed
to this report as Annexure II. The comments mentioned in the Secretarial Audit
Report are self-explanatory.
The Board of Directors of the Company have further appointed Mr. A. K. Labh, Company
Secretary in Practice to undertake the Secretarial Audit of the Company for the financial
year 2023-24.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III
and forms part of this annual report
DIRECTORS RESPONSIBILITY STATEMENT
Directors Responsibility Statement pursuant to section 134(3) (c) of the Companies
Act, 2013 is attached herewith as Annexure IV and forms part of this annual report.
INFORMATION OF EMPLOYEES
The prescribed information of Employees as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached herewith as Annexure V and forms part
of this annual report
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
during the financial year were in the ordinary course of business and on arms length
basis.
All the Related Party Transactions are presented to the Audit Committee and the Board.
Prior omnibus approval is obtained for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is presented before the Audit
Committee and Board of Directors on a quarterly basis specifying the nature, value and
terms & conditions of the transactions. Particulars of contracts or arrangements with
related parties referred to in sub-section (1) of Section 188 are given in the prescribed
form AOC -2 as Annexure VI. Web link for the policy on the website is
http://www.orientpaperindia.
com/resources/fck_upload/codeandpolicies/Related-Party-Transaction-Policy.pdf
REMUNERATION POLICY
The Board has, on the recommendation of its Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report and forms part of this annual report. Web link for the policy
on the website is http://www.orientpaperindia.com/resources/fck_
upload/codeandpolicies/Nomination-Remuneration-Policy.pdf
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee, inter
alia, to frame, implement and monitor the risk management plan for the Company.
Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a
risk management policy. The policy comprises of a robust business risk management
framework to identify, evaluate and mitigate potential business risks. The business risk
framework defines the risk level including documentation and reporting.
WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. In line with these objectives, the Company has a Vigil
Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.
Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web
link for the policy on the website is
http://www.orientpaperindia.com/resources/fck_upload/
codeandpolicies/Whistle-Blower-Policy.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
It has been an endeavor of your Company to support women professionals through a safe,
healthy and conducive working environment by creating and implementing proper policies to
tackle issues relating to safe and proper working conditions for them.
The Company as required under the provisions of the "the Sexual Harassment of
Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a
Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace
and matters connected therewith or incidental thereto.
The Company has not received any complaints under the said policy during the year. Web
link for the policy on the website is
http://www.orientpaperindia.com/investors/codes-and-policies/POSH.pdf
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has adequate internal financial control procedures commensurate with its
size and nature of business. The Company has identified and documented all key internal
financial controls, which impact the financial statements, as part of its Standard
Operating Procedures (SOPs). The SOPs are designed for all critical processes across all
its plants and offices wherein financial transactions are undertaken. The Financial
controls are tested for operating effectiveness through ongoing monitoring and review
process by the management and independently by the Internal Auditors. In our view the
Internal Financial Controls, affecting the financial statements are adequate and are
operating effectively.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In compliance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility & Sustainability Report is presented in
a separate section forming part of the Annual Report.
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e., 31st
March, 2023 and the date of this Report.
ACKNOWLEDGEMENTS
The Board of Directors place on record their sincere gratitude to the shareholders,
customers, bankers, financial institutions, government agencies, supply chain partners and
the employees for their valuable contribution, co-operation and support in the Companys
endeavors to achieve continuous growth and progress.
|
By Order of the Board of Directors |
|
C. K. Birla |
|
Chairman |
| New Delhi, 18th |
May, 2023 (DIN: 00118473) |
+91-9892691696
