Shree Ajit Pulp and Paper Ltd Management Discussions

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(1.42%)
Jul 24, 2024|03:40:00 PM

Shree Ajit Pulp and Paper Ltd Share Price Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company manufactures Multilayer Testliner and Testliner Paper from 80 to 350 GSM and 18 to 35 BF. This product is mainly used for making Corrugated Boxes, Duplex Cartons, Corrugated small e-flute etc. as packaging material. The Company is having two wind mills of total capacity of 2.75 MW in Gujarat State, set up for captive consumption. These are in operation. The Company is having wheeling arrangement with GETCO and DGVCL whereby the set off is given to the Company for generation of electricity from the wind mills.

2. AN OVERVIEW:

The overall performance of the Company during the year under report has been satisfactory in line with general economic conditions in the country. The revenue from operations of the Company has decreased by 11.08% to Rs. 37,187.69 lakh during the year from Rs. 41,824.80 lakh in the previous year. The Profit before Tax has decreased to Rs. 1,585.35 lakh from Rs. 3,504.73 lakh and the Profit after Tax decreased to Rs. 1,128.79 lakh as compared to Rs. 2,505.27 lakh of the previous year. The profit before tax has decreased by 54.76% and profit after tax has decreased by 54.94%.

3. OVERALL PRODUCTION AND SALES PERFORMANCE:

Name of product Production (MT) Sales (MT)
2022-23 2021-22 Decrease % 2022-23 2021-22 Decrease %
Multilayer Testliner & 94,302 1,02,752 (8.22%) 93,946 1,02,149 (8.03%)
Testliner Paper

4. CURRENT AND FUTURE OUTLOOK:

The company has been constantly upgrading manufacturing facilities for improving production, quality of products and yields.

Companys efforts towards increasing production capacity and remaining competitive in the market are coming to fruition. The acquisition of Unit-II from NR Agrawal Industries, located at Plot No. 1 and 1/B, 1s Phase, GIDC, Vapi, Gujarat, is now complete, and we are in the final stages of testing before commencement of production.

5. PLANS FOR UP-GRADATION AND IMRPOVEMENT:

The company has been constantly upgrading manufacturing facilities for improving production, quality of products and yields.

The wholly owned subsidiary of the Company, namely Shree Samrudhi Industrial Papers Private Limited has not yet commenced business.

6. OPPORTUNITIES AND THREATS / RISKS AND CONCERNS:

The future of the Paper industry in general and Multilayer Testliner and Testliner Paper in particular is linked with the future of world economy. When the economy in general is on the down turn, the demand for Companys products is also likely to fall. On the other hand, when the economy in general is on the up-turn, the demand for the Companys products is likely to increase. The Company is having advantage over most of the other manufacturers as it is professionally managed and its operations are efficient, cost effective and highly competitive.

7. FINANCIAL ANALYSIS: a) REVENUE:

During the year under review, the revenue from operations has decreased by 11.08% to Rs. 37,187.69 lakh from Rs. 41,824.80 lakh in the previous year. The sales in terms of volume decreased by 8.03% compared to previous year. The profit before tax has decreased by 54.76%.

b) DEBT:

As at 31st March, 2023, the Companys total debt including Term Loans and Working Capital Facilities was Rs. 16,963.81 lakh as compared to Rs. 4,585.45 lakh in the previous year. The finance cost has increased to Rs. 649.65 lakh during the year under report from Rs. 454.18 lakh during the previous year. The repayment of Term Loan is being done regularly.

c) PROFIT FOR THE YEAR:

The profit for the year under review was Rs. 1,128.79 lakh as compared to Rs. 2,505.27 lakh in the previous year. The EPS has decreased to Rs. 21.07 against Rs. 46.77 in the previous year.

8. INTERNAL CONTROL SYSTEMS:

The Company has adequate Internal Control System in place. The Internal Audit is conducted by a reputed Firm of Chartered Accountants specializing in Internal Audits, whose report is placed before the Audit Committee periodically. The Audit Committee closely reviews the progress made on the observations which helps strengthen overall financial control. The details of the Audit Committee Meetings are given under the Corporate Governance Section of this report.

9. INCREASE IN SHAREHOLDER VALUE:

Your Company makes all efforts to adopt the best systems and methods of doing the business, reduce overheads, improve productivity and establish better customer relations with improved quality and effective distribution network. The Company periodically, evaluates the overall business and tries to shift towards value added products. The Company is making sincere efforts to devise better strategy for growth and improving profitability, thereby enhancing shareholder value in the changing market situation.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NO. OF PEOPLE

EMPLOYED:

The Company has a team of 54 competent and highly motivated technical and management staff. It has 144 clerical, computer operating and other staff and 76 workmen handling factory operations. There is continuous communication between all levels of employees. The Employer-Employee relations are harmonious and cordial.

11. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AND RETURN ON NETWORTH:

As per the amendment made under Schedule V to the Listing Regulations read with Regulation 34(3) of the Listing Regulations, details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth of the Company including explanations therefor are given below:

Sr. No. Particulars 31/03/2023 31/03/2022 % Change Explanation
1 Debtors turnover 7.62 8.51 (10.46) -
2 Inventory turnover 4.42 6.21 (28.82) Due to decrease of sales
3 Interest coverage 3.44 8.72 (60.55) Due to increase in Borrowing cost
4 Current ratio 1.84 1.94 (5.15) -
5 Debt equity ratio 0.84 0.24 (250) Due to increase in utilization of term loan and cash credit
6 Operating profit margin (EBIT) (%) 6.02 9.51 (36.70) Due to increase in operating cost.
7 Net profit margin (%) 3.04 6.00 (49.33) Due to increase in cost of material consumed
8 Return on net worth (%) 5.57 13.05 (57.32) -

CORPORATE GOVERNANCE

1. BRIEF STATEMENT OF COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company believes in adoption of best Corporate Governance practices. It constantly reviews Corporate Governance practices followed to ensure that they reflect new developments from time to time. It takes feedback into account in its periodic reviews to ensure relevance, effectiveness and responsiveness to the needs of investors and other stakeholders.

2. BOARD OF DIRECTORS:

Composition and category of Directors, relationship of directors with each other, Directorship held in other companies by the Directors or committee in which a Director is member /chairperson:

The Composition of the Board is in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has optimum combination of Executive and Independent / Non-Executive Directors with one women Director and not less than 50% comprising Independent Directors. The Chairman of the Company is an Executive Director.

Name of the Director Category Relationship with each other Directorship in other Companies* No. of Membership(s) / Chairmanship (s) of Board Committee in other Companies
Mr. Gautam D. Shah Managing Director/ Promoter Bela G. Shah-Wife Shree Samrudhi Industrial Papers Private Limited (Deemed Public Company) -
Mrs. Bela G. Shah Whole-time Director/ Promoter Gautam D. Shah- Husband Shree Samrudhi Industrial Papers Private Limited (Deemed Public Company) -
Mr. Darshak B. Shah Independent Director - - -
Mr. Nawalkishor D. Modi Independent Director - - -
Mr. Yogesh Kabaria Independent Director - Vapi Green Enviro Limited -
Mr. Goutam Majumder (Resigned w.e.f. 28/03/2023) Executive Director (Technical) - - -
Mr. Prakash Dayarambhai Patel (Appointed w.e.f 29/03/2023) Executive Director - - -

Notes:

*The Directorships held by the Directors in other Companies do not include Directorships in Private Limited Companies. None of the Directors of the Company is Director in any other listed Company.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

Mr. Goutam Majumder, Executive Director of the Company has resigned during the year 2022-23 due to health issues and other social commitments. The Board hereby confirms that as per the confirmation received from her, there were no material reasons for his resignation other than those mentioned in his resignation letter dated 28th March, 2023.

Details of equity shares of the Company held by the Non-Executive Directors as are given below:

Name Category Number of equity shares
Mr. Darshak B. Shah Independent Director -
Mr. Nawalkishor D. Modi Independent Director -
Mr. Yogesh V. Kabaria Independent Director -

The Company has not issued any convertible instruments.

Requirement of core skills / expertise / competence for the Board of Directors as identified for paper business:

The following Core Skills / Expertise / Competence are identified for the Companys Board of Directors:

Sr. No. Name of Director Area of Core Skills/expertise/Competence
1 Mr. Gautam D. Shah Expertise in the field of management and administration of business.
2 Mrs. Bela G. Shah Expertise in management of business undertaking, finance & Commercial administration and Strategic Planning.
3 Mr. Darshak B. Shah Entrepreneurial skills, experience and expertise in the field of finance, management and administration.
4 Mr. Nawalkishor D. Modi Entrepreneurial skills, experience and expertise in the field of finance, management of business administration.
5 Mr. Yogesh V. Kabaria Entrepreneurial skills, experience in the field of Technology, Hospitality, Engineering and Construction and Business administration.
6 Mr. Goutam Majumder (Resigned w.e.f. 28/03/2023) Expertise in installation and commissioning of new plants especially in Paper Industry.
7 Mr. Prakash Dayarambhai Patel (Appointed w.e.f 29/03/2023) Entrepreneurial skills, experience and expertise in the technical field, management of business administration.

The Board of Directors has the necessary Skills/Expertise/ Competence in all the above mentioned areas.

Attendance of each director at the board meetings held during the year and the last AGM:

Sr. No. Name of Director No. of Board Meeting eligible to attend No. of Board Meeting Attended Attended Last AGM
1 Mr. Gautam D. Shah 8 7 Yes
2 Mrs. Bela G. Shah 8 8 Yes
3 Mr. Darshak B. Shah 8 7 Yes
4 Mr. Nawalkishor D. Modi 8 6 Yes
5 Mr. Yogesh V. Kabaria 8 6 Yes
6 Mr. Goutam Majumder 7 2 No
7 Mr. Prakash Dayarambhai Patel N.A. N.A. N.A.

Number of Board of Directors meetings held, dates on which held:

Eight (8) Board Meetings were held during the year as against the minimum requirement of four (4) meetings. The dates on which the meetings were held are as follows: (1) 28th May, 2022 (2) 13th August, 2022 (3) 29th September, 2022 (4) 28th October, 2022 (5) 12th November, 2022 (6) 16th January, 2023 (7) 14th February, 2023 (8) 29thMarch, 2023.

The maximum time gap between any two meetings was not more than 120 days. None of the Directors of the Company was a member of more than 10 Committees nor was the Chairman of more than 5 Committees across all Companies in which he was a Director.

Familiarization programme for Independent Directors:

The familiarization programme and other disclosures as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company on https://shreeajit.com/uploads/policies/all/policy_8.pdf.

Information placed before the Board:

All the relevant and necessary information and details are placed before the Board at its meetings, such as productions, sales, capital expenditure, budgets, actual performance statistics, review of business, any legal proceedings by or against the Company, quarterly financial results, minutes of meetings of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and other Board Committees, staff matters, significant labour and human relation matters, financial statements of subsidiary and joint ventures and such other information.

The Board also reviews from time to time the legal compliance report presented by the Managing Director.

Code of conduct:

The Board has laid down a code of conduct for all Board members and senior management of the Company. All Board members and senior management personnel have affirmed compliance with the code of conduct as on 31st March, 2023. This report contains a declaration to this effect signed by the Chairman and Managing Director.

3. BOARD COMMITTEES:

The Company has the following Standing Committees of the Board:

1) AUDIT COMMITTEE:

The Audit Committee of the Company comprises of four Directors (1) Mr. Nawalkishor D. Modi, Independent Director Chairman, (2) Mr. Darshak B. Shah, Independent Director Member, (3) Mr. Yogesh V. Kabaria, Independent Director Member and (4) Mr. Gautam D. Shah, Chairman & Managing Director Member.

The Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013.

The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, briefly as follows: a) Oversight of the Companys financial reporting process and the disclosure of its financial information. b) Recommending the appointment of External Auditors and Internal Auditors, fixation of their Fees and approval for payment for any other services. c) Reviewing with management the Quarterly, Half Yearly and Annual Financial Statements before submission to the Board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with stock exchanges and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, or relatives etc. that may have potential conflict with the interest of the Company. d) Reviewing with the management and external and internal auditors, the adequacy and compliance of internal control systems. e) Reviewing the adequacy of internal audit functions. f) Discussion with internal auditors on any significant findings and follow-up there of. g) Reviewing the findings of any internal investigations by the internal auditors into matters where there is irregularity or failure of internal control systems of a material nature and reporting the matter to the Board. h) Discussion with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern. i) Any other activities as per the requirement of Regulation 18 of the Listing Regulations and applicable provisions of the Companies Act, 2013.

During the year the Audit Committee has met six (6) times as against the minimum requirement of four (4) meetings. The Statutory Auditors were also invited to attend the Audit Committee meetings. The dates on which the meetings were held are: (1) 28th May, 2022 (2) 13th August, 2022 (3) 12th November, 2022 (4) 16th January, 2023 (5) 14thFebruary, 2023 (6) 29thMarch, 2023.

Attendance of each member of Audit Committee meetings held during the year:

Sr. No. Name of Members Attendance Particulars
1 Mr. Darshak B. Shah 6
2 Mr. Nawalkishor D. Modi 5
3 Mr. Gautam D. Shah 5
4 Mr. Yogesh V. Kabaria 4

2) NOMINATION AND REMUNERATION COMMITTEE:

The terms of reference of Nomination and Remuneration Committee cover all applicable matters specified under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, briefly as under:

Identify persons qualified to become Directors or hold senior management positions and advise the Board for such appointments/ removals where necessary.

Formulate criteria for determining qualifications, positive attributes and independence of Director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

Evaluate the performance of every Director.

Devise a policy on Board diversity.

Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

Recommend to the board, all remuneration, in whatever form, payable to senior management.

Any other activities as per the requirement of Regulation 19 of the Listing Regulations and the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of three Directors, (1) Mr. Yogesh V. Kabaria, Independent Director Chairman (2) Mr. Nawalkishor D. Modi, Independent Director- Member and (3) Mr. Darshak B. Shah, Independent Director- Member. The Committee recommends remuneration payable to Whole-time Director and Managing Director, in terms of requirements of Schedule V of the Companies Act, 2013.

During the year, the Nomination and Remuneration Committee has met three (3) times. The date on which the meetings were held are (1) 28th May, 2022 (2) 16th January, 2023 (3) 29th March, 2023. Attendance of each member of Nomination and Remuneration Committee meetings held during the year:

Sr. No. Name of Members Attendance Particulars
1 Mr. Darshak B. Shah 3
2 Mr. Nawalkishor D. Modi 3
3 Mr. Yogesh V. Kabaria 2

Performance Evaluation Criteria for Independent Directors:

The criteria for performance evaluation are as follows:

1. Attendance and contribution at Committee, Board and members meetings.

2. Compliance with ethical standards & code of conduct of Company.

3. Understanding of the Company and the external environment in which it operates and contribution to strategic direction.

4. Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

5. Rendering independent unbiased opinion.

6. Safeguard of stakeholders interests and under Vigil Mechanism.

7. Reporting of frauds, violation etc.

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three Directors, (1) Mr. Darshak B. Shah, Independent Director Chairman, (2) Mr. Nawalkishor D. Modi, Independent Director- Member, and (3) Mr. Gautam D. Shah, Chairman and Managing Director- Member.

The Committee looks into redressal of Shareholders complaints like transfer of shares, non-receipt of annual report, statutory notices and non-receipt of declared dividend etc. The Committee also deals with the matter of approval of issue of duplicate share certificates pursuant to the authority delegated by the Board of Directors. The Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for over all improvement in the quality of services. During the year the Stakeholders Relationship Committee has met one (1) time. The date on which the meeting was held is (1) 6th July, 2022.

Attendance of each member of Stakeholders Relationship Committee meeting held during the year:

Sr. No. Name of Members Attendance Particulars
1 Mr. Gautam D. Shah 1
2 Mr. Nawalkishor D. Modi 1
3 Mr. Darshak B. Shah 1

The Board has designated Mr. Shanoo Mathew, Company Secretary as the Compliance Officer of the Company.

No. of complaints received during the year No. of complaints resolved during the year No. of Pending complaints
Nil Nil Nil

 

No. of transfers received during the year (in physical form) No. of transfers attended during the year (in physical form)
0 0
No. of demat / remat request received during the year No. of demat / remat requests attended during the year
33 33

4) CORPORATE SOCIAL RESPOSIBILITY COMMITTEE:

The Board has constituted the Corporate Social Responsibility (CSR) Committee, comprising of three Directors, (1) Mr. Gautam D. Shah, Chairman and Managing Director - Chairman (2) Mr. Nawalkishor D. Modi, Independent Director - Member and (3) Mr. Yogesh V. Kabaria, Independent Director - Member.

During the year, the CSR Committee has met 1 (one) time. The date on which the meeting was held is (1) 28thMay, 2022. Attendance of each member of CSR Committee meetings held during the year:

Sr. No. Name of Members Attendance Particulars
1 Mr. Gautam D. Shah 1
2 Mr. Nawalkishor D. Modi 1
3 Mr. Yogesh V. Kabaria 0

5) MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a meeting of Independent Directors of the Company was held on 29thMarch, 2023.

The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

6) REMUNERATION OF DIRECTORS:

A statement of remuneration paid to the Executive Directors is given below:

(Rs. in Lakh)

Name of Director Salary Perquisites Profit in lieu of Salary Commission Others* Total
Mr. Gautam D. Shah - Chairman & Managing Director 120.00 - - - 11.15 131.15
Mrs. Bela G. Shah - Whole-time Director & CFO 120.00 - - - 10.77 130.77
Mr. Goutam Majumder Executive Director (Technical)# 26.98 - - - - 26.98
Mr. Prakash Dayarambhai Patel Executive Director$ 0.06 - - - - 0.06

* Leave encashment and gratuity. # Resigned w.e.f. 28/03/2023 $ Appointed w.e.f. 29/03/2023

The remuneration of the above mentioned Directors is fixed by the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee of the Company and also approved by the Shareholders of the Company.

Name of Director Service Contract Notice Period Severance Fees Performance Linked Incentives Stock Option
Mr. Gautam D. Shah - Chairman & Managing Director 3 Year 6 Month - - -
Mrs. Bela G. Shah - Whole-time Director & CFO 3 Year 6 Month - - -
Mr. Goutam Majumder - Executive Director (Technical)# 3 Year 3 Month - - -
Mr. Prakash Dayarambhai Patel Executive Director* 5 Year 3 Month - - -

# Resigned w.e.f. 28/03/2023 * Appointed w.e.f. 29/03/2023

No remuneration is paid to Non-Executive Directors / Independent Directors except sitting fees for attending meetings of the Board and Committees.

A statement of payment to the Non-Executive Directors / Independent Directors is given below:

Name of Non-Executive / Independent Director Sitting Fee (Rs. in Lakh) Dividend ( Rs. in Lakh)
Mr. Darshak B. Shah 0.95 -
Mr. Nawalkishor D. Modi 0.80 -
Mr. Yogesh V. Kabaria 0.65 -

A policy on criteria on making payment to Non-Executive Directors is available on Companys website at www.shreeajit.com.

4. GENERAL BODY MEETINGS:

Location date and time for last three Annual General Meetings were as follows:

Year Location Date Time
2019-20 Through video conferencing (VC) or other audio visual means (OAVM) - deemed to be held at the registered office of the company 28/09/2020 11.00 A.M.
2020-21 -do- 28/09/2021 11.00 A.M.
2021-22 -do- 20/09/2022 11.00 A.M.

Special resolutions were passed in the previous three Annual General Meetings as under.

Year Date Special Resolution
2019-20 28/09/2020 1. Re-appointment of Mrs. Bela G. Shah as whole-time Director and Chief financial officer of the Company.
2. Re-appointment of Mr. Gautam D. Shah as Managing Director of the Company.
2020-21 28/09/2021 1. Re-appointment of Mr. Nawalkishor D. Modi as Independent Director.
2. Appointment of Mr. Yogesh V. Kabaria as Independent Director.
2021-22 20/09/2022 None

During the year ended 31st March, 2022 and 31st March, 2023, no special resolution had been proposed / passed by the Companys Shareholders through Postal Ballot.

5. DISCLOSURE: a) Disclosures on materially significant related party transactions, i.e. Transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large: - None of the transactions with any of the Related Parties were in conflict with the interest of the Company.

All the Related Party Transactions are in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standard (Ind-As) on Related Party transactions has been made in the Annual Report. b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to capital markets during the last three years: - None. c) The Corporate Governance requirements Specified in Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extant applicable to the company have been complied with. d) Accounting treatment in preparation of financial statements: The financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind-As) notified under the companies (Indian Accounting Standards) Rule, 2015 and companies (Indian Accounting Standards) Amendment Rule, 2016. e) Establishment of vigil mechanism is fully dealt with in the Directors report. f) Mandatory requirements: The Company is fully compliant with the applicable mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as were applicable during the year under review. Adoption of non-mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is being reviewed by the Board from time to time. g) The Company complies with the following Discretionary requirements as specified in Part E of Schedule II: i) Reporting of the Internal Auditor to the Audit Committee ii) The Statutory Auditors have issued unmodified audit opinion/report for the financial year 2022-23. h) Policy for determining material subsidiary is available on the website of the Company on https://shreeajit.com/uploads/policies/all/ policy_12.pdf.

) Policy on materiality of related party transaction is available on the website of the Company on https://shreeajit.com/uploads/ policies/all/policy_11.pdf. j) Disclosure of Commodity price risk and commodity hedging activities: Not applicable. k) Details of utilization of funds raised through preferential allotment or qualified institutions placement: The Company has not raised any fund through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year. l) A certificate from Ms. Shilpi Thapar of M/s. Shilpi Thapar and Associates, Practicing Company Secretaries has been obtained certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the Company by Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. The requisite certificate of the Company Secretary in Practice confirming compliance of this condition is attached to the report on Corporate Governance. m) The Board of Directors of the Company have accepted all the recommendations submitted by the Committees which are mandatorily required, during the financial year. n) Total fees of Rs. 23.50 lakh was paid to Statutory Auditors during the year for all the services provided to the Company and Rs. 0.12 lakh was paid to Statutory Auditors of the subsidiary Company during the year for all the services provided by them to the subsidiary Company. o) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints received and redressed during the financial year are as under: a) number of complaints filed during the financial year: None b) number of complaints disposed of during the financial year: None c) number of complaints pending as on end of the financial year: None p) In accordance with the requirement of Regulation 34(3) and Part F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no shares lying in the suspense account. q) Disclosure of Loans and Advances by the Company and its subsidiaries in the nature of loans to firms/companies in which directors are interested of : None r) Disclosure of transaction of the Company during the year with any person or entity belonging to the promoter / promoter group which hold 10% or more shareholding of the Company:

Sr. No. Name Remuneration Paid (Rs. in lakh) Dividend Paid (Rs. in lakh)
1 Mr. Gautam D. Shah- Promoter & CMD 131.15 10.65
2 Mr. Suresh C. Shah- Promoter - 7.93

6. CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chairman and Managing Director and Whole-time Director & Chief Financial Officer of the Company have submitted a Compliance Certificate for the financial year ended 31st March, 2023, which is attached to this report.

7. MEANS OF COMMUNICATION:

The extract of consolidated unaudited financial results for the quarter ended 30th June, 2022, quarter and half year ended 30th September, 2022 and quarter and nine months ended 31st December, 2022 and the unaudited financial results for the quarter ended 31st March, 2023 and audited financial results for the year ended 31st March, 2023 were published in Indian Express (English) Baroda Edition and Sandesh (Gujarati) Surat Edition. The said results were put on the Companys website www.shreeajit.com. The Company has not made any news release and presentation to institutional investors or to the analyst, on financial results.

8. GENERAL SHARE HOLDERS INFORMATION: a) Annual General Meeting: Date and Time - Friday, 4th August, 2023 at 11.00 A. M.

Through video conferencing (VC) or other audio visual means (OAVM). b) Financial year: The Company follows 1st April to 31st March as the financial year. c) Financial Calendar (tentative)

Results for the quarter ending June 30, 2023 - Second week of August, 2023
Results for the quarter/ half year ending Sept. 30, 2023 - Second week of November, 2023
Results for the quarter/nine months ending Dec.31, 2023 - Second week of February, 2024
Results for the quarter/year ending March 31, 2024 - Last week of May, 2024
Annual General Meeting - Last week of September, 2024

d) Book Closure Date:

From Friday, 28th July, 2023 to Friday, 4th August, 2023 (Both days inclusive) for Annual General Meeting and payment of dividend.

e) Dividend Payment Date on or after 24/08/2023

f) Listing of Equity Shares on Stock Exchanges: BSE Limited Mumbai Annual Listing Fee for the year 2023-24 has been paid to BSE Limited.

g) (a) Stock Code - BSE Limited 538795

(b) Demat ISIN Nos. -In NSDL and CDSL INE185C01017 h) Market Price Data:

High and Low prices of the Companys Shares on BSE with corresponding BSE Sensex.

Months High Low
Shree Ajit Pulp and Paper Ltd. (Price Rs. per share) BSE Sensex Shree Ajit Pulp and Paper Ltd. (Price Rs. per share) BSE Sensex
April, 2022 370.00 60,845.10 321.00 56,009.07
May, 2022 359.80 57,184.21 299.20 52,632.48
June, 2022 324.50 56,432.65 253.05 50,921.22
July, 2022 313.45 57,619.27 266.55 52,094.25
August, 2022 330.00 60,411.20 259.00 57,367.47
September, 2022 321.00 60,676.12 271.00 56,147.23
October, 2022 319.50 60,786.70 271.20 56,683.40
November,2022 314.00 63,303.01 270.50 60,425.47
December, 2022 301.95 63,583.07 260.00 59,754.10
January, 2023 292.25 61,343.96 255.30 58,699.20
February, 2023 289.90 61,682.25 255.60 58,795.97
March, 2023 276.90 60,498.48 235.00 57,084.91

i) Registrar and Transfer Agent:

Link Intime India Pvt. Ltd., C-101, 247 Park, L.B.S Marg, Vikhroli (W) Mumbai 400 083 Email Id: rnt.helpdesk@linkintime.co.in, Phone No. +91 22 49186000 j) Share Transfer System:

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/ CIR/P/2020/236 dated December 2, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. k) Distribution of Share Holding As on 31/03/2023:

No. of Equity Shares No. of Shares Held % To Total Shares No. of Shareholders % To Total Shareholders
1 to 500 196025 3.66 1683 85.99
501 to 1000 98356 1.84 121 6.18
1001 to 5000 242046 4.52 105 5.36
5001 to 10000 132751 2.48 18 0.92
10001 and above 4687522 87.50 30 1.55
Total 5356700 100.00 1957 100.00

 

Sr. No. Category No. of Shareholders No. of Shares Held % To Total Shares
1 Promoters 6 3015650 56.30
2 Public Financial Institutions - - -
3 Bodies Corporate 32 28205 0.53
4 NRI 43 56641 1.06
5 Resident Individuals/HUF 1875 2052959 38.32
6 IEPF 1 203245 3.79
Total 1957 5356700 100.00

l) Dematerialization of Shares and Liquidity:

The shares of the Company are available for trading in the Depository System of both the National Securities Depository Limited and the Central Depository Services (India) Limited.

Mode No. of Shares % of Share Capital
Electronic form with CDSL 1246011 23.26
Electronic form with NSDL 3894689 72.71
Physical 21600 4.03
Total 5356700 100.00

Liquidity: The Companys shares are regularly traded on the BSE Limited m) Outstanding GDRs/ADRs/warrants/Debentures/Bonds or any other convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/warrants/Debentures/Bonds or other convertible instruments in the past and hence, as on 31st March, 2023, the company does not have any outstanding GDRs/ADRs/warrants or any other convertible instruments. n) Plant Location: Survey No. 239, Village Salvav, Survey No. 105/P, 106 /107 & 108/P Morai, Near Morai Rly. Crossing, Via Vapi 396191 Wind Mill 1.50 MW: Village Bagasara, Taluka Maliya Miyana, Dist Rajkot, Gujarat.

Wind Mill 1.25MW: Village Murvel, Taluka Dwarka, Dist Jamnagar, Gujarat.

o) Address for correspondence:

For transfer / dematerialization of shares / shares held in physical form: Link Intime India Pvt. Ltd.

C-101, 247 Park, L.B.S. Marg, Vikhroli (W) Mumbai 400 083

For shares held in demat form: To the Depository Participants For any query on Annual Report/ Payment of Dividend etc. To the Secretarial Department, Shree Ajit Pulp and Paper Limited,

Survey No. 239, Near Morai Railway Crossing, Village Salvav, Via- Vapi 396191 Email: investors@shreeajit.com, Phone No. 0260 6635700 p) Buy-Back of Shares: The Company has not proposed buy-back of shares during the year. q) Unclaimed Dividend: In terms of Section 124 of the Companies Act, 2013, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, to the Investor Education and Protection Fund (IEPF). Till the unpaid amount is transferred to IEPF, a shareholder can claim the amount of dividend from the Company. The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Financial year ended Date of declaration of dividend Last date for claiming unpaid dividend from Company
31/03/2016 30/08/2016 29/09/2023
31/03/2017 27/09/2017 26/10/2024
31/03/2018 28/09/2018 27/10/2025
31/03/2019 10/09/2019 09/10/2026
31/03/2020 28/09/2020 26/10/2027
31/03/2021 28/09/2021 27/10/2028
31/03/2022 20/09/2022 19/10/2029

r) List of credit rating obtained during the year as follows:

The Company has obtained ratings from ICRA Limited, during the financial year 2022-23. There has been no change in credit ratings of the Company during the financial year 2022-23.

Rating Agency Credit Rating
ICRA Limited (ICRA) A (pronounced ICRA A) for Long-term bank facilities and
(ICRA) A1 (pronounced ICRA A1) for Short-Term bank facilities.

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