Shreyans Inds. Director Discussions


Dear Members,

Your Directors are pleased to present the 43rd Annual Report on the operational and financial performance of the Company along with Audited Financial Statements for the year ended

31st March 2023.

Financial Performance (Rs. in lakhs)

PARTICULARS 2022-23 2021-22
Revenue from operations 86,553.04 58,443.34
Other Income 551.44 2,022.28
Total 87,104.48 60,465.62
Profit before Interest & Financial 11,226.76 3,024.47
Charges, Depreciation, Exceptional
Items and Tax
Less: Interest & Financial Expenses 538.13 544.38
Less: depreciation 1,316.09 1,281.43
Profit before Tax 9,372.54 1,198.66
Less: Provision for taxation 2,026.73 203.03
Profit after taxation 7,345.81 995.63
Other comprehensive (65.39) (13.97)
income/ (loss) [net of tax]
Total Comprehensive Income 7,280.42 981.66

*Previous year figures have been regrouped to make them comparable with current year classification.

CORPORATE REVIEW

During the year under review, your Company achieved a production of 92996 MTs as against 92999 MTs in the previous

year. Total revenue of the Company was F871.04 crores against F604.66 crores of last year. Profit before interest & financial charges and depreciation stood at F112.27 crores. Net profit after tax stood at F73.46 crores against F9.96 crores of last year.

After first 2 years of Covid-19 when performance was subdued, your company has recorded much improved performance. The year under review produced robust performance on account of good demand of paper, higher sales realization while input costs like raw material, fuel and chemicals remained comparatively range bound. The demand and overall market for writing and printing paper remained quite bullish almost throughout the financial year. This helped in achieving better profitability during the year under review.

Your Company continued to pursue its policy of maintaining market leadership in agro based writing & printing paper category through support of its business associates and untiring efforts of committed team of professionals & workforce. The Company emphasized the need for continual improvement in quality, product development and cost optimization on sustainable basis.

The company faced temporary challenges of steep upward fluctuations in the input/chemical costs triggered by Russia-Ukraine war which got normalized over a few months. However, these abnormal hikes in raw material & input costs were well set off by increased prices of finished products. The ESG concept as

essential as business operations contribute significantly to a sustainable business model. In the modern era, some of the

important obligations cast on a responsible corporate are meaningful contribution towards environment, society and

safety. While we are doing our bit within the capacity of the organization towards climatic environment and socio-economic areas, other most important responsibility for the organization is to ensure the health & safety of its human capital. The Company continued to strive and lay unflinching focus on improving safety and environmental compliance besides improving the customer experience through operational efficiencies.

PAPER INDUSTRY

The demand for writing & printing paper segment globally and India particularly is largely generated by schools, educational institutions, coaching centers and to some extent by public/private sector offices. The decision of the Government during the year to allow reopening of educational institutions on full scale sparked excellent demand from every nook and corner. "Work from home" practice also started giving way to "work from office" which helped in consolidating the demand.

The required impetus for sustained demand and growth of writing and printing segment also comes from ever increasing budgetary allocation for education and it is going to get further boost with the implementation of the much propagated New Education Policy of the Government.

The domestic paper industry has witnessed unprecedented growth in terms of both top line and bottom line. The ban of single use plastic has come as a boon for paper industry as some applications have turned to paper especially in food packaging .Indias contribution in global trade for paper is growing as the domestic demand is increasing at a steady pace. Requirement of good-quality packaging of FMCG/other products marketed through organized retail & e-commerce, demand for daily utility/ hygiene products such as tissue paper, lightweight coated paper, medical grade coated paper, growing manufacturing sector and Governments focus to increase literacy level are expected to be the key drivers for the paper industry in India in near future. The per capita paper consumption in India at around 15 kgs is too less as against other Asian countries like Vietnam (33 kg), Thailand (66 kg), China (76 kg) and is way behind the global average of 57-60 kg.

PERFORMANCE REVIEW

The paper market bounced back strongly after passing through turbulent times of Covid-19.The demand for paper remained bullish throughout the year. The Strong demand for writing and printing segment led to higher sales price line and consequently much better margins.

Keeping pace with the industry and changing requirements of the market, your company continued its journey by taking baby steps towards technical upgradation, modernization, automation and increase in machine speed for higher productivity in both the units. The unit wise performance of the Company is as follow:

SHREYANS PAPERS

Total production of paper in this unit was 51721 MTs, which was slightly lower as compared to last year figure of 53168 MTs. New Rewinder Machine with automaton features to reduce losses and improve productivity was installed. In addition to this, some small capital expenditure towards balancing facilities to improve operational efficines and essential sustenance capital projects is undertaken on year-to-year basis.

SHREE RISHABH PAPERS

Total paper production in this unit was 41275 MTs which was higher as compared to last years production of 39831 MTs. The capital projects undertaken in the earlier years have enabled the unit for better utilization, quality improvement and cost reduction in pulp mill. Additional capital expenditure planned during the year includes Rewinder Machine with increased automaton features to reduce converting losses & higher finished production besides some other items for speeding up machine from current level for higher production. Since lead time for these is too long, the same will deliver results in the next financial year.

FINANCIAL REVIEW EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2023 was F13.82 crores. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

FINANCE

An amount of F20.90 crores, out of existing term loan of F24.10 crores were repaid and fresh term loan of F2.20 crores were availed during the year. Overall financial cost relating to borrowings has decreased during the year owing repayment of existing term loans and lesser utilization of working capital.

EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited has reviewed the external credit rating for the Long-Term, Short-term Bank facilities and Fixed Deposits of the company and has reaffirmed the rating. The facility wise rating is as under:

Facilities Amount (Rs./Cr) Upgraded Rating
Long Term CARE A-; Stable [Single A
40.42
Bank Facilities minus: Outlook: Stable]
Short Term
44.00 CARE A2+ [A two Plus]
Bank Facilities
Medium Term CARE A-; Stable
instruments- 5.94 (A minus Fixed deposit;
Fixed deposits Outlook: Stable)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

PROPOSED DIVIDEND

The Board of Directors had recommended dividend of F2.50/-

per equity share and special dividend of F2.50/- per equity share amounting to F691.23 lakhs for the year 2022-23 during their meeting held on 12th May 2023. The dividend, as recommended by the Board of Directors, if approved at the Annual General Meeting, would be paid subject to deduction of tax (TDS) at the prescribed rates as per Income Tax Act,1961 as amended by Finance Act 2020.

DEPOSITS (Rs. in Crores)

PARTICULARS From Public From Directors
(a) accepted & renewed during the year; 1.06
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

At the end of the year, fixed deposits from the public were outstanding to the tune of F3.48 crores. There were no overdue deposits as on 31st March 2023.

FUTURE PLANS/PROSPECTS

Proposed capital expenditure have been discussed while reviewing the performance of both the units. Capital expenditure planned will help the Company in improving its operations in terms of quality and operating parameters along with cost effectiveness.

The demand of paper during the year remained bullish coupled with remunerative price line. This resulted into much higher revenue and better profit margins.

We sailed into FY24 with the same market tempo and enthusiasm. However, a couple of months in summer are usually considered lean period. As such, demand for paper has temporarily gone down significantly resulting into correction in price line as well as margins. This will have some bearing on results for a quarter or so in the current year. However, under the given environment, global geo-political situation and barring unforeseen circumstances, it can be cautiously predicted that the FY 24 should be fairly good for the company. We shall continue to focus on improvisation in technology and modernization of equipment to achieve sustainable and profitable growth.

NUMBER OF MEETINGS HELD

The details of Board and Committee/other meetings held in Financial Year 2022-23 are given in the Corporate Governance Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

Mr. Kunal Oswal, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting under article 86[1] of Article of Association of the Company and being eligible, offers himself for reappointment.

On account of pre-occupation and health reasons, Mr. Ramesh Chander Juneja (DIN: 07804729), Independent Director resigned from the Board of the Company w.e.f. 14th November, 2022. The Company has placed on record its sincere appreciation of the contribution made by Mr. Ramesh Chander Juneja during his tenure on the Board of the Company.

Mr. Ravinder Kumar (DIN: 09733167) has been appointed as an Independent Director with the approval of members of the Company by way of Postal Ballot for his first term of appointment w.e.f. 14th November, 2022 till 13th November, 2027.

Based on the recommendations of Nomination and Remuneration Committee, the Board has approved the reappointment of Mr. Kunal Oswal (DIN: 00004184), Whole Time Director of the Company for a period of three years w.e.f. 01st August, 2023 to 31st July, 2026 subject to the approval of members of the company.

Based on the recommendations of Nomination and Remuneration Committee, the Board has approved the reappointments of Mr. Rajneesh Oswal (DIN: 00002668), Chairman and Managing Director and Mr. Vishal Oswal (DIN: 00002678), Vice-Chairman and Managing Director of the Company for a period of three years w.e.f. 01st September, 2023 to 31st August, 2026 subject to the approval of members of the company.

All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149[6] of the Companies Act, 2013 and Regulation 16[1][b] of the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015.

Ms. Ruchita Vij (FCS 9210), Company Secretary and Compliance Officer has resigned w.e.f. the closing hours of 12th May, 2023 and the Board has appointed Mr. Parminder Singh (ACS 43115) as Company Secretary and Compliance Officer w.e.f. 12th May, 2023.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out as an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an

Annexure I to the Boards report.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted

by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/

WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At 42nd Annual General Meeting held on 19th August, 2022, M/s SCV & Co. LLP (formerly known as S.C. Vasaudeva & Co.), Chartered Accountant, (FRN : 000235N/N5000089), were appointed as statutory auditors of the Company to hold office from 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting.

The Auditors Report on the accounts of the Company for the

year under review requires no comments.

Further, there were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section 143(12) of neither the Act nor which are reportable to the Central Government.

COST AUDIT

M/s Rajan Sabharwal & Associates were appointed as Cost Auditors of your Company for auditing the cost accounts records for Financial Year 2022-23 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit.

Furthermore, the Board has re-appointed M/s Rajan Sabharwal & Associates as Cost Auditors of the Company for Financial Year 2023-24.

SECRETARIAL AUDIT

M/s P.S. Bathla & Associates, Practising Company Secretaries at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2022-23 is appended as an Annexure II to the Boards Report.

The Secretarial Auditors in their report and in Annual Secretarial Compliance Report (Under Regulation 24A of SEBI LODR Regulations, 2015) for year ended 31st March 2023 has marked no observation.

The Board has re-appointed M/s P.S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2023-24.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the financial year were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.

Since there were no contracts/arrangements/transactions which were not at arms length basis or material with Related Party during the year; disclosure in form AOC-2 is not applicable.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at http://www.shreyansgroup.com/upload/c1449201532SILRelat ed_Party_Transaction_Policy_07_11_2015.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel [Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

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.

Annual Returns of previous years are available on the website

of the company.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious

industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK

MANAGEMENT POLICY

The Company has been addressing various risks through well-defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company had laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Financial statements for the year ended 31st March, 2023 have been prepared in accordance with Indian Accounting Standards [Ind-AS], the provisions of the Company Act. 2013, and guidelines issued by the Securities and Exchange Board of India [SEBI]. The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies [Indian Accounting Standards] Rules, 2015 and relevant amendment rules issued thereafter.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on

31st March, 2023.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this report.

C O N S E R VAT I O N O Rs. E N E R G Y, T E C H N O L O G Y

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

As required under Section 134[3][m] of the Companies Act, 2013 read with Rule 8 of Companies [Accounts] Rules, 2014 the

particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure IV to the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Shreyans Industries Limited has been positively contributing to the society for over 30 years. It has been the vision and mission of the company to develop the local community and uplift the underprivileged sections.

Going ahead with this vision, the company has identified several projects in the local surrounding areas. In the year 2022-2023, the focus of the company surrounds around skill development in women, providing access to better health care and education. The company has incurred an expenditure of F45.33 lakhs spread out under in varied initiatives, out of which 49% is on promoting women education and literacy, 40% towards providing medical aid and care and balance on redevelopment of surrounding areas. As the company believes strongly in education being the means to better living for people and thereby adding to the nations development, hence major CSR expenditure has been towards increasing literacy.

The companys CSR initiatives includes sponsoring the education expenses for girls at Guru Jagtar Singh Model High School, renovation of the wing for disabled students at the National Skill Training Institute in Ludhiana, distributing books and notebooks to needy students, free eye checkup and surgery camps, organizing the citys largest blood donation. Apart from these, the company runs an eye hospital in association with the local welfare organization, which has now expanded its care to a physiotherapy ward.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business.

MATERIAL CHANGES

There are no material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134[5] of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 profit and loss of the Company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The directors had 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 had devised proper systems to ensure compliance with the provisions all applicable laws and that such systems were adequate and operating effectively.

GENERAL DISCLOSURES

Your directors state that, no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. The Company has already complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace [Prevention and Redressal] Act, 2013. There were no complaints/cases reported with internal complaints committee formed under the Sexual Prohibition and Redressal] Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Companys performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company by the Government Authorities, Commercial Banks, Financial Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Companys valued customers, vendors, shareholders and investors for their continued support to the Company.

For and on Behalf of the Board

Sd/-
Rajneesh Oswal
Chairman & Managing Director
Place Ludhiana (DIN : 00002668)
Date 12th May, 2023