Sundaram Multi. Director Discussions


Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 29th Annual Report together with the Annual Audited Financial Statements of Sundaram Multi Pap Limited ("the Company") for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of Company for the year ended March 31, 2023 on a Standalone basis is summarized below:

Particulars 2022-2023 2021-2022
Revenue from Operations 11,436.89 7,035.79
Other Income 432.10 270.59
Total Income 11,868.99 7,306.38
Less: Total Expenses 11,310.36 6,839.29
Profit / (Loss) before exceptional items and tax 558.63 467.09
Exceptional Items 296.07 64.36
Profit / (Loss) before tax 262.56 402.73
Tax expense:
Current tax - -
Deferred tax - -
Income tax for earlier years 3.64 11.65
Profit /loss for the year 258.92 391.08
EPS (Basic & Diluted) 0.05 0.09

2. SUMMARY OF OPERATIONS:

During the year the Company reported Revenue from operations of Rs. 11,436.89 Lakhs as compared to 7,035.79 Lakhs for the last year. The profit for the year 2022-2023 stood at Rs. 258.92/- Lakhs as against the profit of Rs. 391.08 Lakhs in the previous year.

3. TRANSFER TO RESERVE:

The Board of Directors have decided to retain the entire amount of profit for financial year 2022-23 in the Statement of Profit & Loss as at March 31, 2023.

4. DIVIDEND:

In order to strengthen the financials position of the company and after considering the relevant circumstances, the Board of Directors of your company, has decided that it would be prudent, not to recommend any Dividend for the year under review.

5. SHARE CAPITAL:

As on 31st March 2023, the Companys issued, subscribed and paid-up Equity Share Capital stood at Rs. 47,38,77,773/-(Rupees Forty Seven Crores Thirty- Eight Lakhs Seventy- Seven Thousand Seven Hundred and Seventy Three) comprising of 47,38,77,773 Forty Seven Crores Thirty- Eight Lakhs Seventy- Seven Thousand Seven Hundred and Seventy Three )Equity shares of Re. 1/- (Rupee One Only) each.

During the year under review, your Company has not issued any shares or convertible securities with or without differential voting rights, granted stock options or issued sweat equity shares.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there is No Change in the Nature of Business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY- AFFECTING THE FINANCIAL POSITION OF THE COMPANYHAVING, OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

8. DISCLOSURE RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

As on March 31, 2023 the Company has neither any subsidiary or associate company nor it entered in to a joint venture with any other company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL INCLUDING, CHANG.ES IF ANY:

> Directors

As per the provisions of the Companies Act 2013, Mr. Krunal S. Shah (DIN: 07877986), Whole- time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. An appropriate resolution has been incorporated in the Notice convening 29th Annual General Meeting ("AGM") for his re-appointment.

Mrs. Jyoti Chandrakant Gala (DIN No. 03444610) and

Mr. Mahesh Devji Bhanushali (DIN No. 09629998) were appointed as Independent Director at the 28th Annual General Meeting (AGM") held on September 19, 2022 for 5 years w.e.f June 27, 2022 to June 26, 2027. Further, Mr. Paresh Jain resigned from the office of Independent Director of the Company w.e.f. May 30, 2022 due to his personal reasons and there was no other reason of his resignation as confirmed by him. The Board placed on record its appreciation for the contributions and guidance made by Mr. Paresh Jain, during his tenure of Directorship in the Company.

Subject to approval of Shareholders in ensuing AGM, Board in its meeting held on August 11, 2023 have reappointed Mr. Amrut P. Shah (DIN: 00033120) as Managing Director, Mr. Shantilal P. Shah (DIN: 00033182) as Whole-time Director & Mr. Krunal S. Shah (DIN: 07877986) as Whole-time Director respectively for the period of three years w.e.f. April 01, 2024.

> Key Managerial Personnel (KMP)

During the year, Ms. Khushboo Doshi, Company Secretary & Compliance Officer of the Company had resigned from the post of Company Secretary & Compliance Officer w.e.f. November 30, 2022. The Board placed on record its appreciation for the contributions and guidance made by Ms. Khushboo Doshi, during her tenure of Company Secretary & Compliance Officer of the company. Subsequently, the Board of Directors at its meeting held on February 13, 2023 and based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Dinker Mishra as the Company Secretary and Compliance Officer of the Company w.e.f. February 13, 2023.

> Board and Committee Meetings

As on March 31, 2023 Company has four Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and CSR Committee. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report and is also placed on the Companys website at www.sundaramgroups.in.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirmed that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts for the Financial Year ended March 31, 2023 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 operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2023, the Board consists of six members, including one managing director, two whole-time directors and three independent directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

The information with respect to the Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Companys website on www.sundaramgroups.in.

Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board and on periodic basis every year. Thus, it benefits Independent Directors with periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company also issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities.

The detail of Familiarization Program is available on the Companys website on https://www.sundaramgroups.in/wp- content/uploads/2023/06/I.-familiarization-Programme-to- Independent-Directors.pdf

12. BOARD EVALUATION:

Pursuant to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by NRC for performance evaluation process of the Board, its Committees and Directors.

The performance ofthe Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and fixed in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

15. FRAUDS REPORTED BY THE AUDITOR:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

16. INVESTOR EDUCATION AND PROTECTION FUND:

There was no unclaimed dividend or shares required to be transferred to Investor Education and Protection Fund (IEPF) during the year 2022-23. However, the unclaimed dividend of earlier years which were unclaimed for seven consecutive years had been transferred to Investor Education and Protection Fund (IEPF) of Ministry of Corporate Affairs pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee, if any, as may be decided by the IEPF Authority from time to time.

17. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company had not entered into any contract/arrangement/transaction with related parties in terms of Section 188 of the Companies Act, 2013 and hence, Form AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable and does not form part of this report. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at www. sundaramgroups.in. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Corporate Governance

Your Company is in compliance with all the applicable provisions of Corporate Governance. A report on Corporate

Governance as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report forming part of the Corporate Governance Report.

Disclosures required under heading "Corporate Governance" in terms of Section II Part II of Schedule V of Companies Act, 2013 are provided under corporate governance report forming part of this annual report.

A compliance certificate of the CEO and CFO of the company in terms of Schedule II Part B read with Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed as Annexure-B. Also a declaration signed by the Chief Executive Officer stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance as Annexure-A.

Management Discussion & Analysis Report

Pursuant to Regulation 34 read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report as Annexure-3.

19. AUDITORS:

i) Statutory Auditor

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, M/s. R. I. JAIN & CO, Chartered Accountants, (Firm Registration No. 103956W) was appointed as Statutory Auditors of the Company in the AGM held on September 30, 2019, until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2024. They have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company. The Independent Auditors Report for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this Annual Report.

Ratification of appointment of Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

Statutory Auditors Observations

Auditors have made the following qualifications in their Report on Financial Statements:

• The balances of trade receivables, trade payables, loans and advances are subject to confirmations, reconciliation and consequential adjustments if any. Further, no provision has been made for trade receivables, which are outstanding since long and are to be provided for.

Managements Response for the Auditors Observations:

• Management considers the trade receivables as good and will be able to recover the same in near future hence impact of the same cant be ascertained. Further the statement on impact of audit qualifications as required under regulation 34(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-C.

ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed Ms. Amisha Shah Proprietor of M/s. A. V. Shah & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit for FY 2022-23 and there is no any adverse remark by the secretarial auditor. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit in fair and transparent manner.

The Secretarial Audit Report in the format of MR-3 issued in this regard is annexed as Annexure - 1.

iii) Internal Auditor

The Company appointed M/s. F. A. Ansari & Associates, Chartered Accountants, Mumbai, as its Internal Auditor for Financial Year 2022-23. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. There is no any adverse remark by the internal auditor.

iv) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

20. CREDIT RATING:

During the year, the Company has not issued any debt instruments or borrowed funds in excess of the limits which necessitate any credit rating. CRISIL Rating Limited has given Long Term Rating of CRISIL BB-/ Stable.

21. DEPOSITS:

During the year under review company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

23. RISK MANAGEMENT:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with respect to the formation of the Risk Management Committee; however, it is not applicable to the Company.

During the year under review, the Company has identified and evaluated elements of Business Risks. Business risk, inter-alia, further includes Financial Risk, Regulatory Risk, Competition Risk, Political Risk, Fidelity Risk, Environment Risk, Legal Risk etc. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risk. The Board of Directors and Senior Management currently assess the operations and operating environment to identify potential risk and take necessary action to mitigate the same.

In accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were regularly informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The Risk Management Policy has been posted on the website of the Company at www.sundaramgroups.in.

24. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.sundaramgroups.in.

25. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the financial year 2022-23, the Company received NO complaints on sexual harassment.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company has constituted a CSR Committee to recommend and monitor expenditure on CSR and also approved the CSR Policy. The Companys policy on CSR is put up on the website of the Company at the link www.sundaramgroups.in.

In terms of the requirements of Companies Act, 2013, the management was not required to conduct any CSR related activities in the year 2022-2023.

27. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company viz. https://www.sundaramgroups.in/annual-return/

28. REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-2 to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are mentioned in Annexure-2 to this report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act are given below:

> CONSERVATION OF ENERGY

Steps taken on conservation of energy and for utilizing alternate sources of energy:

The Operations of the Company are minimum energy intensive. However, Your Company is always in the lookout for energy efficient measures for operation, and values conservation of energy through usage of latest technologies for improving productivity and quality of products and services. A few of the energy conserving measures include the following:

a) A factory premise of the Company is well equipped with the transparent roofs in the factory premises; the transparent roof drastically enables the company to reduce the artificial lightning.

b) Company has reduced the usage of paper in the normal course of transaction in order to save paper and save environment.

c) Company had installed highly efficient machineries which help in conservation of energy and also factory premise is equipped with energy saving lamps.

d) Installing a few LED lights in the office. The plan is to replace in phases CFL based lighting to LED based lighting which will give immense savings in Electricity consumption.

e) Continuous monitoring of floor areas after normal working hours and switching off lights and Airconditioning.

The overall effect of the above measures has led to reduction of energy consumption.

The capital investment on energy conservation equipment:

Company had purchased new transport vehicles in order to improve the fuel and transportation efficiency and to save the environment. This will ease the transportation of goods and also will save the time. No other major capital investments were made on energy conservations equipments during the year.

> TECHNOLOGY ABSORPTION

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. The Company is equipped with fully auto book manufacturing machine and has also adopted partly automation process. This has resulted into the reduction in the labor cost and the cycle time from raw material to the final output of the product. This technology has helped the company to increase the output with better quality and low amount of wastage.

> FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange earnings & Outgo if any, are given in notes forming parts of Financial Statements.

30. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

During the year under review no any significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact the going concern status of the Company or its operations in future or the Directors of the Company in any manner.

31. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited & NSE Limited. Shareholders are requested to convert their physical holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

32. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Regulation 34 (2) of the SEBI- LODR Regulations, a cash flow statement is part of the Annual Report 2022 - 2023. Since, the Company has no subsidiary; the Consolidated Financial Statements of the Company for the financial year 2022 - 2023 is not applicable.

33. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price Sensitive Information (UPSI) of the Company.

34. RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out by Ms. Amisha Shah, Practicing Company Secretary, during the financial year 2022-23.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company hereby affirm that during the year under review it has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

36. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 29th Annual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

37. OTHER DISCLOSURES/REPORTING:

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

i. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

ii. The Company has not issued any sweat equity shares to its directors or employees;

iii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

iv. There was no revision of financial statements and Boards Report of the Company during the year under review;

38. CAUTIONARY STATEMENT:

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

39. APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, vendors, bankers, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the Sundaram family.

For and on behalf of the Board of Directors
Sundaram Multi Pap Limited
Sd/- Sd/-
Amrut P. Shah Shantilal P. Shah
(DIN:00033120) (DIN: 00033182)
Chairman & Managing Director Whole-time Director
Date: August 11, 2023
Place: Mumbai