Dear Shareholders
The Directors of your company take pleasure in presenting you the Thirty Second Annual
Report and the Audited Accounts for the year ended 31st March 2023.
FINANCIAL RESULTS AT A GLANCE
(Rs. In lacs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
8404.65 |
4415.23 |
| Other Income |
27.07 |
13.92 |
| Total Income |
8426.72 |
4429.15 |
| Profit from operations before Finance cost, Depreciation and |
244.74 |
216.18 |
| Amortization Expenses and Exceptional items |
|
|
| Less: Finance Cost |
96.94 |
103.37 |
| Depreciation and Amortization Expenses |
100.79 |
105.04 |
| Profit/(Loss) before Exceptional items and tax |
47.01 |
7.77 |
| Exceptional items |
|
-- |
| Profit/(Loss) before Tax |
47.01 |
7.77 |
| Less: current tax |
-- |
-- |
| Deferred Tax |
5.29 |
4.08 |
| Mat |
-- |
-- |
| Earlier years |
|
-- |
| Profit/(Loss) after Tax |
41.72 |
3.69 |
ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) has notified the Indian Accounting Standards
(Ind AS) applicable to certain classes of companies and Ind AS has replaced the existing
Indian GAAP prescribed under section 133 of the Companies Act 2013 read with Rule 7 of the
Companies (Accounts) Rules 2014 for such class of companies. The company has adopted Ind
AS format with effect from April 1, 2016. In accordance with the provisions of the
Companies Act 2013 read with the Companies (Accounts) Rules 2014, applicable accounting
standards prescribed by the Institute of Chartered Accountants of India and the provisions
of SEBI (LODR) Regulations 2015, the audited financial results are provided in this Annual
report
DIVIDEND
Your Directors do not recommend to pay a Dividendfor the year ended 31st March 2023.
OPERATIONS
During the year under review, the company has achieved a turnover of Rs. 8404.65 lakhs
as against Rs. 4415.23 lakhs for the previous year. The Net profit for the year was Rs.
41.72 lakha as against the Net profit of Rs. 3.69 lakhs during the previous year. During
the year under review the turnover has increased by 190.35% over the previous year and the
Company earned a Net Profit of Rs. 41.72 lakhsafter tax during the year. There was no
change in the nature of business of the company during the financial year ended 31st March
2023.
FUTURE OUTLOOK
1. Newsprint is being imported at “Nil” duty at very low rates due to dumping
by foreign manufacturers and this has depressed the demand and prices of newsprint
manufactured by Indian Paper Mills, thereby also affecting the demand of writing and
printing paper as newsprint capacities are being diverted to writing and printing paper
manufacture.
2. The installed capacityfor writing and printing paper has increased significantly in
the last four years, thereby affecting the demand as well as prices of the paper
manufactured by your company.
3. Measures are being taken to save costs and rationalize operations, they are likely
to yield positive results.
TRANSFER TO RESERVES:
In view of meagre profit during the Financial Year 2022-23, the Board of Directors has
decided not to transfer any amount to Reserves during the year under review.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs. 9,55,50,000/-. During
the year under review, the Company has not issued any further shares. PUBLIC DEPOSITS
Your company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014
and hence there are no unpaid/unclaimed deposits nor there is any default in repayment
thereof.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 5 (Four) times during the financialyear 2022-23. Details of
number of meetings of Board of Directors and committees thereof and the attendance of the
Directors in such meetings are provided under the Corporate Governance Report. The
provisions of the Companies Act 2013 and listing agreement were adhered to while
considering the time gap between two meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
During the year under review, all recommendations made by the Audit Committee were
accepted by the Board. There were no instances where the Board has not accepted any
recommendations of the Audit Committee.
Details of Committees of Board of Directors along with their terms of reference,
composition and meetings held during the year, are provided separately in the Corporate
Governance Report, which forms part of the Annual Report.
BOARD EVALUATION
Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Act and
Regulation 17(10) of SEBI Listing Regulations and in accordance with the Guidance Note on
Board Evaluation issued by Securities and Exchange Board of India, the Board has carried
out an annual performance evaluation of its own Performance, the directors individually as
well as the evaluation of the working of all Board Committees and the Chairman of the
Board. The performance evaluation was carried out on the basis of inputs received from all
the Directors/ Members of the Committees, as the case may be. Further the Boards
performance was evaluated based on the criteria like structure, Governance, Dynamics,
functioning, approval and review of operations, financials, internal control etc. The
Independent Directors of the company have also convened a separate meeting for this
purpose. All the results of evaluation have been communicated to the Chairman of the Board
of Directors.
DECLATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Company
in terms of Section149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015 confirming that they meet with
the criteria of independence as prescribed under sub section(6) of Section 149 of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
DisclosureRequirements) Regulations, 2015The Independent Directors have also confirmed
that they havecomplied with the Companys Code of Business Conduct & Ethics.
FAMILIARIZATION PROGRAMMES
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarizationprogramme for the Independent Directors to familiarize them with
their roles, rights and responsibilities asindependent Directors, the working of the
Company, nature of the industry in which the Company operates. Thesame is also available
on the Company website at www. shreekarthikpapers.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
MATERIAL CHANGES
There is no material change or commitments after closure of the financialyear till the
date of this report.
SIGNIFICANT AND MATRIAL ORDERS PASSED BY THE RGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status and the companys operations in future.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company believes that the fundamental objective of Corporate Governance is to
enhance the interests of allstakeholders. The Companys Corporate Governance practices
emanate from its commitment towards discipline, accountability, transparency and fairness.
Key elements incorporate governance are timely and adequate disclosure,establishment of
internal controls and high standards ofaccounting fidelity, product and service quality.
Your Company has adopted appropriate standards for good Corporate Governance. All the
mandatory provisions of Corporate Governance as prescribed under the amended Listing
Agreements of the Stock Exchange, with which the Company is listed, are complied with. The
company complies with Corporate Governance requirements specified in regulation 34 read
with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015. A report on Corporate Governance as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
NOMINATION AND REMUNERATION COMMITTEE POLICY
Pursuant to Section 178 (3) of the Companies Act, 2013 the Nomination and Remuneration
Committee of the Board of the Company has formulated the criteria for Board nominations as
well as policy on remuneration for Directors and employees of the Company.
The Remuneration policy provides the framework for remunerating the members of the
Board, Key Managerial Personnel and other employees of the Company. This policy is guided
by the principles and objectives enumerated in Section 178 (4) of the Companies Act, 2013
and reflects the remuneration philosophy and principles of the company to ensure
reasonableness and sufficiency of remuneration to attract, retain and motivate competent
resources, a clear relationship of remuneration to performance and a balance between
rewarding short and long- term performance of the Company. The policy lays down broad
guidelines forpayment of remuneration to Executive and Non-Executive Directors within the
limits approved by the shareholders. The Company has a policy on directors appointment
and remuneration including criteria for determining qualification, positive attributes,
independence of a director and other matters provided under sub- section (3) of section
178.
As per the requirements of the provisions of the Companies Act, 2013, a Nomination and
Remuneration Committee of directors was formed by the Board of Directors consisting of: 1.
Sri P. Kanagavadivelu, Chairman (Non-Executive - Independent) 2. Sri P. C. Narendran,
Member (Non- Executive Independent) 3. Sri R. Uma Shankar, Member (Non-Executive
Independent) The said committee has been empowered and authorised to exercise widest power
as entrusted under the provisions of Section 178 of the Companies Act, 2013.
Remuneration Policy is annexed hereto as Annexure 6 forming part of the report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The required details in accordance with section 134 (3)(m) of the Companies Act 2013
read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure-1 forming
part of the report.
RISK MANAGEMENT COMMITTEE
The Company has constituted a Risk Management Committee aligned with the requirements
of the Companies Act, 2013 and Listing Regulations. The details of the Committee and its
terms of reference are set out in the Corporate Governance Report forming part of this
Report.
The Company has established a risk management frame work to identify, evaluate the
business risks and opportunities. The main object of the framework is to minimise the
adverse impact of the risksby taking effective mitigating measures to retain the business
advantages. The identified risks and mitigation measures are reviewed by the concerned
Heads and all the risks identified and mitigationmeasures are placed before the Board.
Board is of the opinion that there is no risk which affects theexistence of the Company
The risk management process of the company is being periodically reviewed for
improvement.. None of the identified risk elements have any threat on the sustainability
of the business.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Companies Act 2013 and Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the details of the Management
analysis and datas are given in Annexure
WEBLINK OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2021-22 as required under
Section 92(3) read with Section 134(3)(a) of the CompaniesAct, 2013 is available on the
website of the Company at the link www.shreekarthikpapers.in
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls with reference to
Financial Statements. The Internal Audit objectives, scope, functioning, periodicity and
methodology is defined in the Internal Audit Programme. The quarterly Internal Audit
Report is placed before the Audit Committee of the Board. The Internal Auditors monitor
the adequacy of Internal Control Systems, Accounting Procedures and Policies of the
Company and correctiveactions based on the observations are taken wherever necessary.
During the year, such controls were reviewed andno reportable material weakness in the
system or operation was observed by the Audit Committee.
VIGIL MECHANISM
In compliance with the provisions of Section 177 of the Companies Act 2013 and
Regulation 22 of SEBI Listing Regulations, the company has established a vigil mechanism
to provide a frame work to promote responsible and secure whistle blowing and to provide a
channel to the employees and Directors for reporting to the management concerns about
unethical behaviour, actual or suspected fraud or violation of the code of conduct or
policy of the company as adopted/framed from time to time. The details of Vigil Mechanism
is given in Corporate Governance Report which forms part of this Annual Report. The
Whistle Blower Policy is available in the website of the company at
www.shreekarthikpapers.in
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any joint venture, subsidiary or associate company.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013, your Directors wish to
confirm that i. In the preparation of the annual accounts for the year ended 31st March
2023, the applicable Accounting Standards have been followed and there are no material
departures from those standards. li. the Directors have selected accounting policiesand
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the Profit/(Loss) of the Company for that period.
iii. The Directors have taken proper and sufficient care as warranted for the
maintenance of adequate accounting records in accordance with the provisions of this Act
in safeguarding the assets of the Company and for preventing/detecting any incidence of
frauds and other irregularities. iv. The Annual Accounts have been prepared on a going
concern basis. v. The Directors had laid down internal financial controls to be followed
by the company and that such internal controls are adequate and were operating effectively
vi. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provisions of the Companies Act 2013, Smt. Selvambal Sengottu Velu
holding DIN No. 01740974 retire from the Board of Directors of the company by rotation at
the ensuing Annual General Meeting and being eligible has offered herself for
re-appointment. The Company has received individual declaration from following Independent
Director(s) of the Company stating that they meet the criteria of independence as provided
under Sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBIListing
Regulations:
1.Sri P. Kanagavadivelu
2) Sri P.C. Narendran and
3) Sri R. Uma Shankar
The company has received individual affirmation from all the Directors and Senior
Management Personnel of the company stating that they have fully complied with the
provisions of the Code of Conduct for the Board of Directors and Senior Management
Personnel of the company during the Financial Year ended 31st March 2023. Sri Vignesh
Velu, Chairman and Managing Director and CEQ,, Smt.S.Ranisri, Chief Financial Officer and
Sri V. Rajan, Company Secretary are the Key Managerial Personnel (KMP) of the company as
per section 203 of the Companies Act 2013. Key Managerial Remuneration details are given
in Annexure 5 forming part of the report.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms length basis and are in
compliance with the applicable provisions of the Act and the Listing Agreement. The
disclosure is being made as a matter of prudence. All the transactions have been done in
the ordinary course of business. The transactions entered by the company with the related
parties during the financial year 2022-23 are in the ordinary course of business and at
arms length basis. The particulars of related party transactions is provided in the Form
AOC2 and annexed to the Boards Report as Annexure 3.
AUDITORS
The Statutory Auditors M/s. T.M. leyachandran & Co., Chartered Accountants, Chennai
were appointed as Statutory Auditors for a term of five years commencing from the
financial year 2019- 20 who will retire at theconclusion of the Annual General Meeting to
be held in the year 2024 and the shareholders have authorized the Board to fix the
remuneration payable to the auditors from time to time. The first proviso to Section 139
of the Companies Act, 2013, which mandated the ratification of theappointment of Statutory
Auditors at every subsequent Annual General Meeting, has been omitted bythe Companies
(Amendment) Act, 2017 andthe same was notified vide notification dated 07th May2018. Hence
ratification of the appointment of Statutory Auditors is not placed to the shareholders.
The Company has received a Certificate from the Statutory Auditors to the effect that
their continued appointmentas the Statutory Auditors of the Company, would be within the
limits prescribed under Section 139 of the Companies Act, 2013. AUDITORS REPORT
The notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments and explanations. The Auditors
Report does not contain any qualification, reservation or adverse remark.
NO FRAUDS REPORTED BY THE AUDITORS
There is no instance of frauds reported by the Statutory Auditors of the company for
the Financial Year under review under section 143(12) of the Companies Act 2013.
SECRETARIAL AUDIT
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 has
appointed Sri S. Rengasamy, Company Secretary in practice to undertake the Secretarial
Audit of the company for the year 2022-23. The Report of the Secretarial Audit Report is
annexed herewith as Annexure
4. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
applicable SecretarialStandards and that such systems are adequateand operating
effectively. The Companyisin compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of the Companies Act 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 in respect of the employees of the company is annexed herewith “Annexure 6 None
of the employees of the company were in receipt of monthly or yearly remuneration in
excess of the limits specified under the Companies Act 2013 and Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014. Company
is not paying any commission to its Directors/Whole time Director and Managing Director of
the company.
LISTING
Your companys shares are listed in BSE Limited. The listing fee to BSE
Limited has been duly paid. The shares are regularly traded in BSE Ltd. and were not
suspended at any time during the year.
CEO/CFO CERTIFICATION
As required under SEBI (Listing Obligations and Disclosure Requirements)
Rules 2015, the Chairman and ManagingDirector (Chief Executive Officer) and the Chief
Financial Officer have furnished necessary certificate to theBoard on the financial
statements presented.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
As per the provisions of the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal act, 2013 no cases of sexual harassment of women at
work place were neither reported nor redressed for the relevant year.
INDUSTRIAL RELATIONS
Relationship with employees was cordial throughout the financial year.
ACKNOWLEDGEMENTS
Your Directors record with a deep sense of gratitude to
the working capital bankers for the excellent support and cooperation
rendered by them to the company.
Your Directors are thankful to its valuable customers, esteemed
stakeholders and business associates for their continued support and the confidence
reposed in the Company and its Management.
| For and on behalf of the Board of Directors |
|
|
Vignesh. Velu |
| Place : Coimbatore |
DIN No. 03505424 |
| Date: 27.05.2023 |
Chairman and Managing Director |
+91-9892691696
