west coast paper mills ltd Directors report


Your Directors are pleased to present the 68th Annual Report of your Company, together with the audited financial statements for the year ended 31st March 2023.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(RS in Crores)

Particulars

31st March, 2023 31st March, 2022
Profit Before Finance Cost, Depreciation and Tax (PBIDT) 948.06 435.56
Finance Cost 29.34 52.79
Profit Before Depreciation and Tax 918.72 382.77
Depreciation 119.36 138.33
Tax Expenses (Including Deferred Tax) 212.24 26.35
Profit After Tax (PAT) 587.12 218.09
Other Comprehensive Income (Net of Tax) (4.51) (2.39)

Total Comprehensive Income

582.61 215.70

DIVIDEND:

Your Directors are pleased to recommend a dividend of 10/- per equity share (500%) for the financial year 2022-23, subject to shareholders approval at the forthcoming Annual General Meeting.

PERFORMANCE:

The performance of the Company during the year under review has been better compared to previous year. The improved performance has been due to higher sales realization along with better product mix, improved operating parameters and reduction in finance cost. This is despite significant increase in major input and employee cost. The Company shall continue to focus on improving its operating efficiencies and minimizing cost for better financial performance.

DIVISION WISE PERFORMANCE:

PAPER AND PAPERBOARD DIVISION, DANDELI

The production of Paper and Paperboard was 314919 MT (98% capacity utilization) during the year against 296785 MT in the last year (93% capacity utilization) i.e., higher by 18134 MT. The Sale of Paper and Paperboard was 310349 MT during the year against 303715 MT in the last year i.e., higher by 6634 MT. Turnover during the year was 2,605 Crores as against 1,858 Crores in the last year, i.e., higher by 747 Crores. The Operating EBITDA margin was 33.90 % during the year.

CABLE DIVISION, MYSURU

The Production of Optical Fibre Cable was 72246 Kms during the year against 63630 Kms in last year, thereby higher production by 8616 Kms. The Sale of Optical Fibre Cable was 81388 Kms during the year as against 63470 Kms in the last year i.e. higher by 17918 Kms. The Turnover was 186 Crores during the year as against 111 Crores in the last year i.e., higher by 75 Crores.The Operating EBITDA margin was 8.05 % during the year.

EXPORTS:

Export of Paper and Paperboard in foreign currency during the year was 2204 MT worth 18 Crores (FOB) as against 3606 MT worth 21 Crores (FOB) in the last year. Similarly, Export of Cable was at 10 Crores (FOB) same as last year.

FUTURE PLAN:

Company is continuously working by phase wise investment at Paper Division, Dandeli for improving paper quality, produce new speciality products and reduction of usage of steam, power, chemical, water and also minimize the breakdown of machines.

Additionally, the Companys Cable Division is in the process of setting up its own Optical Fiber Draw Towers factory in Rangareddy, Hyderabad and construction activities are underway. The Company is also constructing a new Optical Fiber cable manufacturing plant at the same site in Rangareddy, Hyderabad, which will be its second facility after Mysuru.

MEETINGS OF THE BOARD:

During the year under review, Five Board Meetings were held and details thereof are mentioned in the Report on Corporate Governance, forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON APPOINTMENT OF DIRECTORS, KMP, SENIOR EXECUTIVES AND REMUNERATION :

The Company has formulated a policy for appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 for Directors, Key Managerial Personnel (KMP) and Senior Executives of the Company. The Policy is available at the Companys website and can be accessed at: https://www.westcoastpaper.com/policies/

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

Criteria for performance evaluation of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

MANAGERIAL REMUNERATION:

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement, as required under Section 134(5) of the Companies Act, 2013, is annexed herewith forms a part of this report.

DIRECTORS AND KMP: Retirement

Shri P. N. Kapadia (DIN: 00042090), Independent Director of the Company was retired from the services of the Company after completing of his second terms on 29.05.2022. Smt. Arpita Vinay (DIN: 06940663), Independent Director of the Company expressed her willingness not to continue for second terms and stepped down from the Board after completion of first term w.e.f. 26.06.2023.

Retirement by Rotation

Shri Saurabh Bangur (DIN: 00236894) will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment

Smt. Sudha Bhushan (DIN: 01749008) has been appointed as Additional Independent Director of the Company at the meeting of the Board of Directors, held on 19th May, 2023 and Notice of ensuing Annual General Meeting includes the proposal for appointment as Independent Director.

Re-appointment

Shri Virendraa Bangur (DIN:00237043) has been re-appointed as Joint Managing Director of the Company w.e.f. 26.06.2023 by the Board of Directors in their meeting held on 19th May, 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the working of its Committees. The manner of evaluation has been explained in the Corporate Governance Report.

FAMILIARIZATION POLICY:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the Company and can be accessed at: https://www.westcoastpaper.com/policies/

RELATED PARTY DISCLOSURE AND TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business in the compliance of applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons. The Details of related party disclosure and transaction as required by the Accounting Standards read with Section 134(3)(h) have been made in the notes to the Financial Statements.

The Policy on related party transaction and its materiality as approved by the Board is uploaded on the Companys website and can be accessed at: https://www.westcoastpaper.com/policies/

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 a copy of Annual Return is available at the Companys website and can be accessed at: http://www.westcoastpaper.com/investors/.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 is annexed herewith forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company and the policy may be accessed on the Companys website.

Annual Report on CSR activities undertaken by the Company during the financial year ended on 31st March, 2023 in the prescribed format is annexed herewith forms a part of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS :

A comprehensive Managements Discussion and Analysis Report, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is annexed herewith forms a part of this report.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith forms a part of this report.

The Company is complying with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance and reports to that effect are being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors and Senior Management Personnel of the Company for compliance of Code of Conduct and the Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 10th February, 2023 & 19th May, 2023 respectively.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied applicable Secretarial Standards issued by the ICSI under Section 118 of the Companies Act, 2013.

REPORTING OF FRAUDS:

Auditors of the Company have not reported any offence involving fraud is being or has been committed against the company by the officers or employees of the company, under Section 143(12) of the Companies Act, 2013.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2023 was 1,320.98 Lakhs comprising of 6,60,48,908 Equity Shares of 2/- each. During the year under review, the Company has not issued any further shares to the members or general public.

PUBLIC DEPOSITS:

Yours Company has not invited or accepted any deposits during the financial year ended on 31st March, 2023 under Section 73 of the Companies Act, 2013 and rules made thereunder.

CONVERTIBLE/NON-CONVERTIBLE SECURITIES:

Your Company has not issued any Convertible/Non-Convertible securities during the year ended March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended on 31st March, 2023 is annexed herewith forms a part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company incorporates a policy under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014, provide the mechanism for Employees and Directors of the Company to approach the Executive Director and the Chairman of the Audit Committee of the Board. Protected disclosures can be made by a Whistle Blower by means of e-mail or telephone or letter to the Executive Director or to the Chairman of the Audit Committee. The policy on Vigil Mechanism/Whistle Blower is available on the Companys website and can be accessed at: https://www. westcoastpaper.com/policies/

RISKS MANAGEMENT:

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Details required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Companies (Accounts) Amendment Rules, 2018 covered in the report of Corporate Governance forms a part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

During the financial year ended on 31st March, 2023, there were no significant and material orders passed by the Regulators or Courts, which would impact the status of the Company and its future operations.

AUDITORS REPORT:

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self explanatory and in the opinion of the Directors, do not call for any clarifications.

AUDITORS: a. Statutory Auditors and their Report

M/s Singhi & Co. Chartered Accountants, Kolkata re-appointed as Statutory Auditors at the 67th Annual General Meeting of the Company pursuant to the provision of rotation under Section 139 and 141 of the Companies Act, 2013 and Rule 7 of the Companies (Audit and Auditors) Rules, 2014, for a period of 5 consecutive years till the conclusion of 72nd Annual General Meeting, without any further ratification by the shareholders, pursuant to the amended provisions of Section 139 of the Companies Act, 2013 and Rules made there under, notified by Ministry of Corporate Affairs as on 07.05.2018.The observations of the Auditors in their report for the financial year 2022-23 on Accounts and the Financial Statements, read with the relevant notes are self-explanatory.

b. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Naman G. Joshi, Bangalore practicing Company Secretary as Secretarial Auditor to carry out Secretarial Audit of the records maintained by the Company for the financial year 2022-23.The Report given by him for the said financial year in the prescribed form No: MR 3 is annexed to this report

. c. Cost Auditor and Cost Audit Report

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 and revised order of the Central Government dated 31.12.2014, the Company has maintained cost accounts and records. The Cost Audit for the financial year ended on 31st March, 2022 was conducted by Shri Umesh Kini, Cost Accountant, Sirsi and as required, Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India. The Audit of the Cost Records for the financial year ended on 31st March, 2023 is being conducted by the said Cost Auditor and Report will be filed with the Ministry of Corporate Affairs, Government of India.

INTERNAL CONTROL SYSTEM:

There are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions throughout the year. Company has also appointed M/s S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi (outsourced) as Internal Auditor.

Based on the Annual Internal Audit programme as approved by Audit Committee of Board, regular internal audits are conducted. Findings are placed before Audit Committee, which review and discuss the actions taken with the Management.

INDUSTRIAL RELATIONS:

Industrial Relations remained peaceful and cordial throughout the year under review. Your company value the long association of employees including contractors and their workmen to sustain industrial harmony and create a positive work environment. The process of renewal of tripartite long-term wage revision settlement with Joint Negotiation Committee of the Unions from 01.01.2023 is going on. Your Directors acknowledge the support and co-operation from employees.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors Report forms a part of this report.

A Report on the performance and financial position of wholly owned Subsidiary Company (West Coast Opticable Limited) and listed Subsidiary Company (Andhra Paper Limited) for the financial year ended 31.03.2023 included in the Consolidated Financial Statements is presented in the separate section AOC-1, forms a part of this report.

Pursuant to the provisions under Section 136 of the Companies Act, 2013 the financial statements including consolidated financial statements along with relevant documents and separate Audited Accounts of the subsidiary companies are available at the Companys website.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation and thanks to the Central and State Governments, Banks, Financial Institutions, Customers, Suppliers and Shareholders for their continued support and co-operation.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees of the Company, who have contributed significantly towards Companys performance and growth.

For and on behalf of the Board

S. K. Bangur

Place: Dandeli

Chairman & Managing Director

Date: 19th May, 2023 DIN: 00053237