Shree Krishna Paper Mills & Industries Ltd Directors Report

To the Members,

Your Directors are pleased to present 52^nd Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended on March 31,2024 is summarised below:

	2023-2024	2022-2023
Revenue from Operations	14,435.22	17,787.69
Other Income	108.35	29.76
Total Income	14,543.57	17817.45
Profit before exceptional items & tax	65.36	325.96
Exceptional items	(0.98)	1,332.39
Profit before tax	64.38	1,658.35
Less: Tax expense	26.34	402.13
Profit for the year	38.04	1,256.22
Other Comprehensive Income	0.16	0.87
Total Comprehensive Income	38.20	1,257.09

During the year under review, the revenue from operations was 14,435.22 lakhs against 17,787.69 lakhs in the last financial year. The Company has earned profit before exceptional items & tax of 65.36 lakhs against corresponding profit of 325.96 lakhs in the last year. Net profit after tax is 38.04 lakhs against corresponding profit of 1,256.22 lakhs (including exceptional items income of 1,332.39 lakhs) in the last year. The performance of the Company has been affected due to supply chain disruptions resulting into multifaceted effects on the Companys operations like higher transportation cost and scarcity of imported raw materials. Further, price of raw materials were also increased. Your Directors are hopeful for the improved performance in the next year.

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend on equity shares for the financial year ending on March 31,2024.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was 1,352.17 lakhs. During the year under review, the Company has neither issued any shares through differential voting rights nor issued any sweat equity shares and equity shares under Employees Stock Option Scheme.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Companys delisting application with Calcutta Stock Exchange is in process.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 (the Act) and rules made thereunder.

EXTRACT OF ANNUAL RETURN

The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and web link for the same is: http://www.skpmil.com/AnnualReport.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Rakhi Verma (DIN: 07995132) resigned as Director of the Company w.e.f. August 10,2023. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a director.

The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) and in accordance with provisions of the Act and SEBI Listing Regulations has appointed Mr. Naynesh Pasari (DIN: 00519612) as Wholetime Director (designated as Executive Director) on the Board w.e.f. August 10, 2023, liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Naynesh Pasari (DIN: 00519612), will retire by rotation at the 52^nd Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel of the Company as on March 31,2024 are: Mr. Narendra Kumar Pasari (DIN: 00101426) Managing Director, Mr. Naynesh Pasari (DIN: 00519612), Whole-time Director (designated as Executive Director), Mr. Sanjiv Kumar Agarwal, Chief Financial Officer and Mrs. Ritika Priyam who acts as Company Secretary & Compliance Officer of the Company.

Except Mr. Narendra Kumar Pasari and Mr. Naynesh Pasari, none of the Directors is related to any other Director of the Company. Mr. Naynesh Pasari, Executive Director, is the son of Mr. Narendra Kumar Pasari, Managing Director of the Company.

The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (LODR) Regulations has been provided in the notes to the notice convening the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that there has been no change in the circumstances affecting their status.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

In compliance with Regulation 17(10) of the Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.

Further, to comply with Regulation 25 (4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors and Board as a whole at a separate meeting of Independent Directors.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report. Board is responsible to monitor and review Directors Evaluation framework.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In Compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations and as recommended by the Nomination and Remuneration Committee (NRC), the Board formulated a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters as required by the Companies Act, 2013. The functions of the NRC are mentioned in the Corporate Governance Report, which forms part of the Integrated Report.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section178 of the Act, is available on our website, at https://www.skpmil.com/SKPDocuments/InvestorsDoc/2021 0816083053-Nomination%20and%20Remuneration% 20Policy.pdf

COMMITTEES OF THE BOARD

The Board Committees play a vital role in strengthening the Corporate Governance practices. The Board has constituted several Committees of Directors with adequate delegation of powers to focus effectively on the issues and ensure expedient resolution of diverse matters. Each Committee has specific terms of reference setting forth the purpose, role and responsibilities. Minutes of the proceedings of all the Committee meetings are circulated to the Board to take note of the same. The details with respect to the composition, terms of reference, number of meetings held etc. are given in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 14 (Fourteen) times during the year under review. The details of the meetings and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Report. The necessary quorum was present for all the meetings. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed at http://www.skpmil.com/SKPDocuments/Investors Doc/2021 081 6083240-Corporate%20Social%20 Responsibility%20Policy.pdf

The Company did not fall under the criteria as specified under Section 135 of the Companies Act, 2013 and accordingly, it was not required to comply with the provisions of Corporate Social Responsibility during the year under review.

The disclosures required to be given under section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 are given in Annexure-A forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts for the financial year ended on March 31,2024, the applicable accounting standards have been followed and there is no material departure from the same.

ii) they 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 as on March 31, 2024 and of the profit of the Company for the year;

iii) they 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;

iv) the Annual Accounts have been prepared on a going concern basis;

v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and these systems were adequate and operating effectively.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Act.

CORPORATE DEBT RESTRUCTURING

The debts of the Company were restructured under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1,2009.

RISK MANAGEMENT

The Risk Management framework of the Company essentially comprises of two elements i.e. risk enabled performance management process adopting the value-based driver tree approach and risk management structure. The Company has established robust and structured mechanism for identifying, classifying, prioritising, reporting and mitigation of risks. The Risk Management framework compliments and does not replace other existing programs, such as those relating to emission, quality and compliance matters.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the Companys operations. Internal Auditor also performs periodic audits in accordance with the pre-approved plan and audit findings along with management response are shared with the Audit Committee.

CURRENT OUTLOOK

The paper industry has a long history of innovation and it must continue to adapt and evolve to remain relevant and sustainable. With the right investments and strategies, the paper industry can continue to play a vital role in modern society while minimizing its impact on the environment. Indias expanding packaging and printing industries are expected to increase the countrys need for paper. In order to increase production, efficiency, and quality, new processes and cutting-edge technologies are constantly being developed in the paper industry. The future of the paper industry in India promises growth in economy, employment, education, and environmental sustainability. By embracing technological advancements, focusing on sustainability, and adapting to changing market dynamics, the industry can continue to thrive and contribute to Indias economic and environmental goals.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134 (3 )(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-B.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 48^th Annual General Meeting of the Company to hold office till the conclusion of the 53^rd Annual General Meeting of the Company.

The Statutory Auditors Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The observations made in the Auditors Report, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. The Auditor have not reported any fraud under Section 143(12) of the Companies Act,2013.

The details relating to fees paid to the Statutory Auditors are given in the Notes of the Financial Statements.

Cost Auditors

Your Board of Directors had re-appointed M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the year ending March 31, 2024, in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company.

In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to cost auditor for conducting cost audit for the year ended March 31,2024, was ratified by Members, by passing an ordinary resolution at the 51st AGM held on September 26, 2023.

The company has duly prepared and maintained the cost accounts and records as required under Section 148(1) of the Act.

There were no qualifications, reservations or adverse remarks made by Cost Auditors in their Cost Audit Report for the financial year ended on March 31, 2023 and the same was filed under XBRL mode within the stipulated time period. Cost Audit Report for the year ending March 31,2024 shall be filed within due date.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director had appointed M/s BLAK & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31,2024. The Report of the Secretarial Audit is annexed herewith as Annexure-C. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Secretarial Compliance Report

In accordance with Regulation 24A of the SEBI Listing Regulations, annual Secretarial Compliance Report was obtained from M/s BLAK & Co., Practicing Company Secretaries. The Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations. The said report was filed with the stock exchanges, within the stipulated timeline.

Internal Auditors

In accordance with Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s GAMS & Associates LLP., Chartered Accountants, as the Internal Auditor to carry out the internal audit for the financial year 2023-24. The Internal Audit report is regularly reviewed by the audit committee.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE ACT

During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The earlier investments made by company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Compa n y s we bs i te at https://www.skpmil.com/SKPDocuments /InvestorsDoc/2 0 2 4 0 3 0 1 1 0 5 0 1 6-Related%20Party%20 Transaction%20Policy.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit

Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023 - 24 and hence does not form part of this report.

Details of related party transactions entered into by the Company have been disclosed in the notes to the financial statements forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) 2015, to report concerns about unethical behaviour. The main objective of this Policy is to provide a platform to Directors and Employees inter-alia to raise concerns regarding any financial irregularity including fraud, misconduct or unethical matters/ dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. No person is denied access to the Chairman of the Audit Committee. During the year under review, no complaint was received under the Vigil Mechanism/ Whistle Blower Policy. The said policy is also available on the website of the Co m pa n y at https://www.skpmil.com/SKPDocuments/Investors Doc/20210816083029-Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to adhere to the best standards of corporate governance and ethical practices. Report on Corporate Governance and Certificate by the Statutory Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, Management Discussion and Analysis Report is provided in a separate section and forms part of this Annual Report.

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

Your Company maintains a zero-tolerance policy towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, Company had not received any complaints on sexual harassment.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as Annexure-D to this Report.

CREDIT RATING

As per Banks existing guidelines, external credit rating is not compulsory if the credit exposure is below 50 Crores. Since our total credit exposure is below 50 crores, external credit rating is not required in our case also. On the basis of NOC received from Banks, your Company has withdrawn external credit during the year.

OTHER DISCLOSURES

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. During the year under review, there was no change in the nature of business of the Company.

3. During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

4. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Act and hence, no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

6. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24.

7. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.

8. There was no revision made in Financial Statements or the Boards Report of the Company.

9. During the year under review, no amount was required to be transferred to Investor Education and Protection Fund.

10. No material changes and commitments have occurred after the closure of the Financial Year 2023-24 till the date of this Report which would affect the financial position of our company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Companys success. Your Directors look forward to their continued support in future.

	For and on behalf of the Board of Directors of
	Shree Krishna Paper Mills & Industries Limited
	Dev Kishan Chanda	Narendra Kumar Pasari
	Director	Managing Director
	DIN:00407123	DIN:00101426
Place : New Delhi
Date : May 30, 2024