Pudumjee Paper Director Discussions


To the Members,

The Directors have pleasure in presenting before you the 9th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS :

(Rs in Lakhs)

2022-23 2021-2022

The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

9,479.81 7,576.33

Less:

i) Finance cost

382.41 493.62

ii) Depreciation/Impairment

1,130.75 1,114.93

The net profit before Exceptional items and Tax

7,966.65 5,967.78

Less:

Exceptional Items

- 1,368.02

The net profit before Tax

7,966.65 4,599.76

Less:

Provision for Current Tax

1,990.00 1,431.00

Provision/(Saving) for Deferred Taxation

37.12 (284.44)

Net Profit After Tax

5,939.53 3,453.20

Add:

Other Comprehensive Income/(Expense) (Net of Tax)

(36.17) 52.06

The balance of Profit brought forward from last year

13,879.92 10,859.51

Total

19,783.28 14,364.77

Less:

Dividend Paid on Equity Shares

474.75 284.85

Transfer to General Reserve

200.00 200.00

Total

674.75 484.85

Balance proposed to be carried forward to next years accounts

19,108.53 13,879.92

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2023 at the rate of 0.50 per share. If approved, the Equity Dividend shall be paid, subject to the provision of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 11th August, 2023.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 03rd August, 2023.

OPERATIONS :

The Directors are happy to note and report that the Company has achieved a record turnover of Rs 758.68 Crores, the highest so far in its history, as against Rs 555.26 Crores in the previous year with highest ever EBITDA of Rs 94.80 Crores as against Rs 75.76 Crores in the previous year. This performance is contributed by marketing larger quantity of papers by about 15% and passing on of price rise in input costs by about 20%. The rise in input costs was mainly caused by increase in raw material cost by 39% and energy cost by 28%. The higher quantity of marketability was as a result of manufacturing of more value added papers including those which have resulted in import substitution, change in product mix and improved operating efficiency. Of late cost of fibre is on declining trend and therefore Company is in the process of neutralizing partly the higher cost of inventory held by it, holding on to price reduction to the extent feasible with focus on marketing larger quantity of finished paper. One of the paper machines manufacturing Tissue Paper which was intermittently used since March 2020, was also run intermittently during the year under review. This resulted in the capacity utilization in terms of tonnage at 80% against 70% of last year considering capacity at 72,000 MT per annum. Plans are afoot to regularly utilize this tissue machine as the market conditions, which was subdued due to Covid conditions have improved.

The aforesaid also includes improved Hygiene Product Divisions performance both in terms of revenue by over 77% and EBIDTA by about 25 times over last year. As the market conditions improve, the efforts are continuing to achieve pre-Covid performance in the Division amidst difficulty posed by change in the composition of customers from "institutional" to other customers. In view of cut-throat competition, devoid of quality product, caused by competitors and unorganized market players, long term contracts are less in numbers vis-a-vis pre-covid period.

The plan for relocation of Pune facilities and operationalizing Mahad site continues to remain in abeyance in view of continuing uncertainties of market and requirement of large investments.

FIXED DEPOSITS :

The Company accepts fresh/renewal of fixed deposits from the public and as on 31st March, 2023 stood at Rs 1,553.15 Lakhs as against Rs 1,618.10 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability)

During the year, the Company has accepted/renewed such deposits aggregating to Rs 12.85 Lakhs, and all the deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 40 with an amount of Rs 18.20 Lakhs as at the end of the year.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS:

i. STATUTORY AUDITORS :

The Members of the Company at the 8th Annual General Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusion of 13th Annual General Meeting of the Company.

There is no adverse remark or qualification in the Statutory Auditors Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR :

Pursuant to provision of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. SIUT & CO LLP, Practicing Company Secretaries , Pune to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is annexed hereto as Annexure - 1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

iii. COST AUDITOR :

Pursuant to provision of Section 148 of the Companies Act, 2013, the Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in Practice, Pune to conduct the audit of the Cost Records of the Company relating to "PAPER" for the Financial Year 2022-23. As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 9th Annual General Meeting of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

In terms of provisions of the Companies Act, 2013, Mr. Ved P. Leekha (DIN: 00048568), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Arunkumar Mahabirprasad Jatia (DIN: 01104256), was appointed as "Whole-time Director" designated as "Executive Chairman" of the Company for a period of 5 years with effect from 01st August, 2018, which period will expire on 31st July, 2023. The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. Arunkumar Mahabirprasad Jatia, as "Whole-time Director" designated as "Executive Chairman" of the Company for a further period of 5 years with effect from 01st August, 2023, liable to retire by rotation, subject to the approval of Shareholders of the Company by Special Resolution.

The details of the Director of the Company, proposed to be re-appointed at the 9th Annual General Meeting, as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided as Annexure at the end of the Notice convening the 9th Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

MEETINGS :

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors has constituted the Corporate Social Responsibility Committee of the Company comprises of Mr. Nandan Damani, Chairman of the Committee and Non-Executive Independent Director, Mr. Vinod Kumar Beswal, NonExecutive Independent Director, Mr. Basant Kumar Khaitan, Non-Executive Independent Director, Mr. Surendra Kumar Bansal, Non-Executive Non-Independent Director and Mr. Ved P. Leekha, Non-Executive Non-Independent Director. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activities to be undertaken by the Company and to meet/contribute expenditure towards its recommended Corporate Social Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of the Company.

During the year, the Company was required to spent amount of Rs 88 Lakhs in accordance with section 135(1) of the Companies Act, 2013 and the same has been fully spent on the CSR Projects recommended/approved by the CSR Committee and the Board of Directors of the Company.

The CSR Policy of the Company is available on the website of the Company viz:

http://www.pudumjee.com/wp-content/ uploads/2015/03/PPPL-Corporate-Social-Responsibility-Policy.pdf.

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-2.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :

Particulars of loan(s) given, investment(s) made, guarantee(s) given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Companys website at http://www.pudumjee.com/wp-content/uploads/2019/03/Policy-on-Related- Party-Transactions.pdf. The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Sections 134 (3), 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided as Annexure-4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 04th February, 2023 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the NonIndependent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Companys website at http://www.pudumiee.com/wp-content/uploads/2015/03/Policy-on-Evaluation-of-Performance-of-Directors.pdf. The Board of Directors at their meeting held on 04th February, 2023 has evaluated the performance of Independent Directors. The performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide circular no. SEBI/H0/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME :

The details of programmes for familiarisation of Independent Directors with the Company is available at the Companys website at www.pudumjee.com.

RISK MANAGEMENT POLICY :

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM :

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy "Vigil Mechanism/Whistle Blower Policy", wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Companys Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Companys website at http:// www.pudumiee.com/policy/.

PARTICULARS OF EMPLOYEES :

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in the Annexure-5 and 5A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

An Internal Complaints Committee (Sexual Harassment Committee) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :

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-6 to this Report.

REPORT ON CORPORATE GOVERNANCE :

Your Companys philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure-7.

ANNUAL RETURN :

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 2021-22 is available on the website of the Company at https://www.pudumiee.com/wp-content/uploads/2014/09/PPPL-Form-MGT-7-2021-2022. pdf and a copy of Annual Return for the financial year 2022-23 will be available on the website of the Company after submission of the same to the Registrar of Companies.

REMUNERATION POLICY :

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Companys website i.e., https://www.pudumiee.com/policy/ and is annexed hereto and marked as Annexure-8.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

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; and

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.

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.

ACKNOWLEDGEMENTS :

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers,

Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On behalf of the Board of Directors,
A. K. Jatia,
Executive Chairman.

Place: Pune

Date: 20th May, 2023